CrediaBank announced a General Meeting to raise new capital of up to €300 million and establish a program for the free distribution of bank shares to executive members of the Board of Directors.
Specifically, with regard to the Board of Directors' proposal to the General Meeting, it is envisaged that the pre-emptive rights of existing shareholders may be restricted or abolished.
As stated in the Board of Directors' proposal
Furthermore, it proposes granting new powers to the Board of Directors, pursuant to the aforementioned provisions of Law 4548/2018, in order for the Board of Directors to be able to decide, with the quorum and majority provided for by law, to increase the Bank's share capital by a nominal amount not exceeding a total of €150,000,000 (share capital), while also having the option to restrict or exclude (cancel) the preemptive rights of existing shareholders, in accordance with the provisions of Article 27(4) of Law 4548/2018.
The above power may be exercised by the Board of Directors subject to the following restrictions:
(a) for the purpose of raising new capital of up to €300,000,000, by issuing new common registered voting shares, determining the specific terms and timing of the increase by its relevant decision in accordance with the applicable provisions of Law 4548/2018, including, indicatively and not restrictively, the structure of the share capital increase, the manner, procedure, and price of the new shares, the status of investors who will be entitled to participate in the share capital increase, the criteria for allocation among the various categories of investors in Greece and/or abroad, as well as to decide on the conclusion of any contracts or agreements with foreign and/or domestic intermediaries, organizers, coordinating or managing banks and/or other investment services providers and/or new investors, and, more generally, to take any necessary, essential, or appropriate action, action or legal act for the implementation of the increase, including the relevant amendment to the Bank's Articles of Association, and
(b) for the purpose of capitalizing the Bank's reserves (including the issue of shares at a premium), at a nominal amount not exceeding a total of €500,000, for the purpose of allocating the new shares to the relevant beneficiaries on the basis of the proposed free share distribution program to Bank executives and executive members of the Board of Directors, as proposed for approval under the previous item on the agenda.
As also noted:
With regard to the proposed authorization of the Board of Directors to limit or cancel the preemptive rights of existing shareholders in a future increase of the Bank's share capital through the issuance of new shares, based on the above (a) above, it is noted that the possibility of abolishing preemptive rights is considered, under the present circumstances, to be justified and in the Bank's interest, as:
(i) it will facilitate the determination of the offering price of the new shares based on procedures and practices that are recognized and followed internationally, but also domestically, such as through an offer book, and in any case in a transparent, quickly and competitively, thus reducing the time between the start of the offering and the completion of the increase, noting, however, that the offering price will not be less than the nominal value of the Bank's shares, and
(ii) it will allow the expansion of its shareholder base with a consequent improvement in the free float and marketability of the share that is expected to be achieved.
It is noted that, in the event of a future share capital increase, to be decided by the Board of Directors on the basis of the authorization requested by the Extraordinary General Meeting:
(i) to the extent that the Hellenic Corporation of Assets and Participations (HCAP) decides to participate, in addition to the provisions below, the relevant provisions of Law 3864/2010, as applicable, shall also apply, and
(xii) specifically for the existing shareholders of the Bank, if it is decided to abolish the pre-emption right, the Board of Directors will consider the preferential allocation of the shares to be issued until their percentage of the Bank's share capital is maintained, on the record date to be determined, in the event of their participation in a share capital increase based on the above.
* See the invitation and draft resolutions of the General Meeting in the Accompanying Material column.