2nd Feb 2006 15:39
EFG-Hermes Holdings SAE02 February 2006 Summary of the EGM Decisions The Extraordinary General Assembly Meeting (EGM) of EFG-Hermes Holding was held on the 2nd of February 2006 and approved the following decisions: 1. The Board of Directors' decisions to increase the company's issued capital from EGP405,370,050 within the boundaries of the authorized capital of EGP700 million, through the issuance of 16 million shares at a fair value of EGP115 par share (EGP5 par value and EGPll0 added to the reserves). The fair value (EGP115) was approved by the company's auditor (KPMG) in a certificate dated 1st of January 2006, taking into account that USD1 will be added to the price as a placement fee. The capital increase was offered through a private placement to qualified investors who provided the company with a loan to fund the acquisition of bank Audi shares until the EGM was held and approved the waiver of pre-emptive rights for current shareholders (as specified in article #18 of the articles of incorporation of the company). The private placement ofthe capital increase was to take place by converting the qualified investors' loans to the company into equity capital. The EGM unanimously approved the above mentioned proposal and approved the capital increase. The subscription will take place through the transferring ofthe qualified investors' loans to the company into equity capital. 2. In accordance with the request of some shareholders, and after the EGM approved the waiver of pre-emptive rights, it also approved the opening of the subscription in the shares offered through the private placement to shareholderswilling to subscribe in proportion to their percentage ownership in the company's capital in accordance with an advertisement from the company. Those shareholders will subscribe through depositing an advance US Dollar payment in the company's account equivalent to their percentage ownership in the company'scapital, within a week from advertising the opening of the private placement tothe shareholders in the newspapers. The percentage of qualified investors participating in the private placement will be decreased by an amount equivalentto the percentage requested by current shareholders before the ending date of the private placement. The current shareholders will be subject to all the conditions of the private placement but will be exempted from the condition of a minimum payment of USD10 million that is required to participate in the private placement. The rest of the conditions that they are subject to are: - The payment should be in US dollars equivalent to EGP115 per share. - The payment should be within the one week period announced in the advertisement - Each shareholder will have to pay USD 1 per share as private placement fee. - Each shareholder is entitled to receive a copy of the offering circular upon signing a confidentiality agreement. 3. The increase in the authorized capital of the Company from LE 700 million to LE 3200 million; and increasing the issued capital in a second tranche afterthe finalization of the first tranche through the issuance of 194,148,020 sharesat the par value of the stock (EGP5). The EGM approved the capital increases and the resulting amendment of articles 6 and 7 in the articles of incorporationof the Company for that purpose. 4. The EGM authorized Mr. Yasser Elmallawany and Mr. Hassan Heikal to amend articles (6) & (7) of the company's articles of incorporation to allow the company to implement the first and second tranches of the capital increase and to take all the necessary steps to implement the EGM's decisions and amend articles (6) & (7) of the articles of incorporation and make the necessary amendments required by the regulatory authorities and signing all the necessarypapers. The EGM also authorised Mr. Mohamed Shaker, from El Shalakany Law Office to take all the legal steps required to implement the previous decisions in dealing with the regulatory authorities. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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