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  • ANNOUNCEMENT REGARDING THE MANDATORY TENDER OFFER OF NBG PANGAEA REAL ESTATE INVESTMENT COMPANY (NBG PANGAEA REIC) FOR THE ACQUISITION OF SHARES OF MIG REAL ESTATE INVESTMENT COMPANY (MIG REAL ESTATE REIC)

ANNOUNCEMENT REGARDING THE MANDATORY TENDER OFFER OF NBG PANGAEA REAL ESTATE INVESTMENT COMPANY (NBG PANGAEA REIC) FOR THE ACQUISITION OF SHARES OF MIG REAL ESTATE INVESTMENT COMPANY (MIG REAL ESTATE REIC)

Athens
19/08/2014

FOR IMMEDIATE RELEASE

1.                   NBG PANGAEA REIC (the "Offeror"), established on 30/03/2010 (Attica Region Decision No 5941/30.03.2010), a company registered with the General Electronic Commercial Registry (GEMI) of the Ministry of Development & Competitiveness under No 009313201000 and regulated by the Hellenic Capital Market Commission (business license No 9/544/18.3.2010), having its registered office at 6, Karageorgi Servias Str., 105 62 Athens, announces the submission of a mandatory tender offer (the "Tender Offer"), pursuant to Articles 7 and 10 of Law 3461/2006 (the "Law"), as amended, to all holders (the "Shareholders") of common, registered, dematerialized voting shares of a nominal value of €3.00 each (the "Shares") of the Greek company under the name "MIG REAL ESTATE INVESTMENT COMPANY, trade name "MIG REAL ESTATE REIC", registered with the General Electronic Commercial Registry (GEMI) of the Ministry of Development & Competitiveness under No 3546201000 and having its registered offices at 4, George Str., 106 77 Athens ("the Company"). The Company's paid-up share capital amounts as at the date hereof to €42,222,000 divided into 14,074,000 common registered shares, which are listed on the Main Securities Market of the Athens Exchange (the "ATHEX").

 

2.    On 12/08/2014, Marfin Investment Group Holdings S.A. transferred to the Offeror through a block trade the total shares held by the Company at 12/08/2014, i.e. 4,920,000 shares, representing circa 34.96% of the total share capital and voting rights of the Company, against a consideration of €2.5 per share. Following acquisition of the said majority stake, on 12 August 2014 the Offeror concluded a Framework Agreement with the Cypriot company Medscope Holdings Ltd, Mr. Nikolaos Goulandris and Mr. Ilias Volonasis (the "Selling Shareholders") regarding the transfer to the Offeror of the Company's shares held by the Selling Shareholders. The Framework Agreement was also signed by the Offeror's shareholders, National Bank of Greece SA and Invel Real Estate (Netherlands) II B.V. More specifically, by virtue of the said Agreement, the Selling Shareholders transferred to the Offeror, via OTC transactions, the total of the Company's shares they held at 12/08/2014, i.e. 6,734,011 shares, representing circa 47.85% of the total share capital and voting rights of the Company, as contribution in kind to the Offeror's €13,394,604.00 share capital increase through the issuance of 3,348,651 new common redeemable shares of a nominal value of €4.00 and issue price of €6.23 each and cancellation of the preemption right of the Offeror's existing shareholders. The value of the said contribution in kind was set at €20,862,096.70, i.e. €3.10 per share contributed. The said share capital increase was decided pursuant to a resolution of the Extraordinary General Meeting of the Offeror held on 12/08/2014.

 

3.    As at 12/08/2014 and on the Tender Offer Date, the Offeror held 11,654,011 Shares in the Company, which represent circa 82.81% of the total paid-up share capital and voting rights of the Company.

 

4.   The Offeror initiated the Tender Offer process on 19 August 2014 (the "Tender Offer Date"), informing the Hellenic Capital Market Commission (the "HCMC") and the Company's Board of Directors and submitting to the said bodies the draft Prospectus, pursuant to Article 10 of the Law.

 

5.   Through the Tender Offer the Offeror undertakes to acquire the sum of the Company's Shares which it did not hold, directly or indirectly, on 12 August 2014. Accordingly, the shares that are the subject of the Tender Offer stand at 2,419,989 Shares, equivalent to 17.19% of the paid-up share capital and voting rights of the Company (the "Shares of the Tender Offer").

 

6. Pursuant to Article 9 of the Law, the Offeror offers €3.10 (the "Offer Price") for each Share of the Tender Offer validly tendered. Note that from the Offer Price payable to the accepting shareholders the clearing rights for OTC transfer of the Shares provided for under the Clearing Regulations in favour of Hellenic Exchanges S.A. (Helex) will be deducted, currently 0.08% on the transfer value, which is calculated as the number of the Transferred Shares multiplied by the greater of the following prices: the Offered Consideration and the closing price of the Share on ATHEX on the business day preceding the filing of the required documents with Helex subject to a minimum charge of an amount equal to the lowest of the following two: €20 and 20% on the transfer value for each Accepting Shareholder. In addition, the Offeror does not undertake the payment of the amount corresponding to the tax on the OTC transfer, currently 0.20% on the transaction value, which will be charged to the Shareholders who will validly accept the Tender Offer (the "Accepting Shareholders"). Accordingly, the Accepting Shareholders will receive the total amount of the Offered Consideration, after the relevant clearing rights and the aforesaid tax have been deducted.

 

    1. The Offer Price is consistent with the minimum "fair and reasonable" consideration, as described in Article 9(4) of the Law and which are as follows: (a) the average weighted trading price of the shares of the Company during the last six (6) months prior to the date on which the Offeror was obliged to submit the Tender Offer, i.e. by 12/08/2014, and (b) the maximum price at which the Offeror acquired shares in the Company during the twelve (12) months prior to the date on which the Offeror was obliged to submit the Tender Offer, i.e. by 12/08/2014.

       
    2. In this Tender Offer:

(a) As arises from the official data of the ATHEX, the average weighted trading price of the Company's Shares during the last six (6) months prior to the date on which the Offeror was obliged to submit the Tender Offer is €1.83,

(b) Neither the Offeror nor any person acting in concert with it has acquired shares in the Company during the twelve (12) months prior to the date on which the Offeror was obliged to submit the Tender Offer, except for the acquisitions of 12/08/2014. In particular, on 12/08/2014, the Offeror acquired 4,920,000 shares in the Company for a consideration of €2.50 per share and 6,374,011 shares in the Company as a contribution in kind to the €13,394,604.00 capital increase by the Offeror, through the issuance of 3,348,651 new common redeemable shares of a nominal value of €4.00 and issue price of €6.23 each. The value of the consideration per share is equal to €3.10 per share. Accordingly, the Offer Price satisfies the requirements of Article 9(4) of the Law.

7.    ALPHA BANK SA, legally established and operating in Greece, certifies, pursuant to Article 9(3) of the Law, that the Offeror has the necessary resources to pay in full the Offer Price for the Shares of the Tender Offer, including the charge for the respective clearing rights at Helex. It should be noted that ALPHA BANK SA does not provide any guarantee for execution of payment or fulfillment of other obligations undertaken by the Offeror under the Tender Offer.

 

8.    The Offeror does not intend to acquire further Shares in the Company, via the ATHEX or otherwise, during the period from publication of the submission of the Tender Offer through to the expiry of the Acceptance Period of the Tender Offer (as defined in paragraph 11 hereinbelow).

 

9.     The Offer is mandatory and not subject to conditions.

 

10.  Pursuant to Article 18(2) of the Law, the acceptance period during which the Accepting Shareholders can declare that they accept the Tender Offer (the "Acceptance Period") will commence and be announced immediately after publication of the prospectus as approved by the HCMC.

 

11.  The Offeror will not make use of the squeeze-out right under Article 27 of the Law.

 

12.  Under Article 28 of the Law and in conjunction with decision 1/409/29.12.2006 of the HCMC, the Offeror, following completion of the Tender Offer, and providing it holds Shares representing at least 90% of the total voting rights of the Company is under obligation, for a period of three (3) months from the publication of the results of the Tender Offer, to acquire via the stock market through payment in cash, at a price equal to the Offer Price, all the Shares that will be offered to the Offeror (the "Exit Right"). Concurrently with the publication of the results of the Tender Offer, the Offeror will publish, as per Article 16.1 of the Law, the Exit Right of Shareholders that may apply.

 

13.  NBG Securities S.A. is acting as advisor to the Offeror for the purposes of the Tender Offer, in accordance with Article 12 of the Law. NBG Securities S.A. is incorporated in Greece (registered office: 91 Michalakopoulou Str, Athens 115 28), registered with the General Electronic Commercial Registry (GEMI) under No 999301000, regulated by the HCMC (License No 5/120/18.11.1997), and licensed to provide investment services in Greece, as per article 4.1.f and 4.1.g of Law 3606/2007.

IMPORTANT NOTE

This announcement, the prospectus or any other document or announcement related to this Tender Offer is addressed solely to persons legally qualified to accept it. No offer of shares will be accepted by or for the account of Shareholders in any jurisdiction in which such offer, solicitation or distribution may be illegal. The distribution of this announcement, the prospectus or any other document or announcement related to this Tender Offer may, in certain countries, be restricted by the law or regulations. Accordingly, persons who come into possession of this document, the prospectus or any other document or announcement related to this Tender Offer must be aware of and observe these restrictions and shall not distribute or forward such documents, announcements and/or communications to any third parties. Insofar as allowed by applicable legislation, the Offeror, NBG Securities SA and ALPHA BANK SA waive any liability for any violation by any persons of the aforesaid restrictions and prohibitions. ​