Eurobank. Open possibility of merger of “Hellenic” with Eurobank Cyprus

Eurobank announced in a newsletter that it may consider a merger of Hellenic Bank with its subsidiary in Cyprus in the future.Eurobank Cyprus Ltd. Eurobank also misses the opportunity to restructure its operations in the future Hellenic Bank.

In particular, as stated in the prospectus.

The purpose of the Public Offer is for the Offeror to obtain full control over the share capital and voting rights of the Acquired Company. Through the public offer, the shareholders of the Acquired Company are granted the right to sell part or all of their shares on the same terms as in the case of the Offeror’s recent purchase of 107,726,260 shares from independent institutional and professional sellers.

In the event that upon completion of this public offering, the conditions of Article 36, Part 1 of the Law are met, as described in Clause 9 below, the Offeror intends to exercise its right under Article 36 of the Law; for the acquisition of 100% of the shares of the company subject to buyback (Squeeze Out) at the same price and in the same manner as the consideration offered. Also, in such event, the Offeror intends to proceed with the delisting of Hellenic Bank’s securities from the CSE.

In the event that after the completion of the Public Offer, the Offeror does not receive at least 90% interest through the public offer, which would allow it to exercise the right to purchase (Squeeze Out), neither the Offeror nor any other company intends to continue the acquisition of any additional shares of CBA from its group. for a period of at least 6 months after the end of the Public Offer.

The Offeror already directly owns 55.48% of the share capital of the Acquired Company. The Offeror’s strategic plans for the Acquired Company relate to the continuation and development of its existing operations, as detailed below.

The Offeror does not intend to make any immediate changes to the articles of association of the Acquired Company. The Offeror may consider amending the Articles of Association of the Acquired Company at a later date and after securing the necessary majority.

The Offeror does not intend to make changes to the scope of activities of the Acquired Company, which includes the provision of a wide range of banking and financial services, including financing, investment and insurance services, custody and agency services for business requirements. of third parties (Factoring), as well as management and sale of real estate, which was acquired mainly from the repayment of debts, but not in the manner and place of its activities.

However, the Offeror believes that there are opportunities to expand the operations of the Acquired Company in certain areas such as e.g. corporate banking and by extension other related areas such as treasury services, transaction banking etc. The same applies to private banking services, where there is significant scope to grow the operations of the acquired Company in transaction banking, bancassurance and investment services, etc.

The Offeror intends to retain the assets of the Acquired Company for the purposes of its normal operations and does not intend to change the use of the Acquired Company’s fixed assets.

The Offeror may in the future consider possible restructuring of the operations of the Acquired Company for the smoothest, most efficient and effective operation of the Acquired Company without affecting the nature of the operations of the Acquired Company. Due to the presence of the Offeror in the Cyprus market through its subsidiary Eurobank Cyprus Ltd, the Offeror may consider merging said subsidiary with the Acquired Company upon acquiring a sufficient interest.
As of today, the Offeror does not intend to unilaterally introduce significant changes in the existing employment policy of the Acquired Company.

After the completion of the public offer, the Offeror intends to use the rights provided by the legal and institutional framework and propose replacement of the members of the Board of Directors.
The offeror does not intend to grant any special privileges to the members of the board of directors of the acquiree company.

Finally, the Offeror will oppose possible proposals of the Board of Directors regarding the payment of dividends at the next General Meetings, taking into account: Directors of the dividend policy of the company being acquired and c) priorities prior to the payment of dividends, such as, indicatively, the expansion and expansion of the operations of the Acquired Company for the benefit of the Cypriot economy and its customers, as described above, investment in further technological and digital modernization and transformation.

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