TIDMBOCH
RNS Number : 6820W
Bank of Cyprus Holdings PLC
19 August 2022
Announ cement
Response to statement by LSF XI Investments LLC
Nicosia, 19 August 2022
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014. and as
the same has been retained in UK law as amended by the Market Abuse
(Amendment) (EU Exit) Regulations (SI 2019/310).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR
INDIRECTLY) IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION.
THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE IRISH TAKEOVER
PANEL ACT, 1997, TAKEOVER RULES, 2022 (THE "IRISH TAKEOVER RULES")
AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER
UNDER RULE 2.7 OF THE IRISH TAKEOVER RULES OR SECTION 6 OF THE
CYPRIOT TAKEOVER BIDS LAW OF 2007 (LAW 41(I)/2007)
Group Profile
The Bank of Cyprus Group is the leading banking and financial
services group in Cyprus, providing a wide range of financial
products and services which include retail and commercial banking,
finance, factoring, investment banking, brokerage, fund management,
private banking, life and general insurance. At 31 March 2022, the
Bank of Cyprus Group operated through a total of 86 branches in
Cyprus, of which 11 operated as cash offices. Bank of Cyprus also
has representative offices in Russia, Ukraine and China. As at 31
March 2022, the Bank of Cyprus Group employed 3,395 staff
worldwide. The Bank of Cyprus Group comprises Bank of Cyprus
Holdings Public Limited Company, its subsidiary Bank of Cyprus
Public Company Limited and its subsidiaries.
*The Bank of Cyprus Group employed 3,395 staff worldwide as at
31 March 2022. The number of staff has been reduced by c.550
employees following the completion of a voluntary staff exit plan
in July 2022.
The Board of Bank of Cyprus Holdings PLC ('Bank of Cyprus' or
the 'Company' and the 'Board') notes the announcement made by LSF
XI Investments LLC ('Lone Star') on 19 August 2022 and confirms
that it has received and unanimously rejected three unsolicited,
conditional, non-binding proposals from Lone Star relating to a
possible cash offer for the entire issued, and to be issued, share
capital of the Company.
The first proposal was received on 5 May 2022 at a price of
EUR1.25 per Bank of Cyprus share (the 'First Proposal'). Following
careful consideration together with its financial advisers, the
Board unanimously rejected the First Proposal on 20 May 2022.
The second proposal was received on 25 May 2022 at a price of
EUR1.38 per Bank of Cyprus share (the 'Second Proposal'). Following
careful consideration together with its financial advisers, the
Board unanimously rejected the Second Proposal on 3 June 2022.
A further approach from Lone Star was received on 16 June 2022
seeking a meeting regarding execution considerations relating to
the Second Proposal. The financial terms of the proposal presented
in the 16 June 2022 approach were unchanged from those contained in
the Second Proposal, which was unanimously rejected on 3 June 2022.
Accordingly, the Board unanimously rejected this further approach
and request for engagement on 29 June 2022.
The third proposal was received on 8 July 2022 at a price of
EUR1.51 per Bank of Cyprus share (the 'Third Proposal'). The Board,
having carefully considered the Third Proposal together with its
financial advisers, concluded that it fundamentally undervalues the
Company and its future prospects and was not in the best interests
of the Company, its shareholders or other stakeholders.
Accordingly, the Board unanimously rejected the Third Proposal on
22 July 2022. The Board has not received any further approach from
Lone Star since 22 July 2022 and confirms it is not currently
considering any proposal from Lone Star.
In addition to fundamentally undervaluing the Company and its
future prospects, the Board believes that the proposal from Lone
Star does not adequately address the complexities of completing a
transaction to acquire Bank of Cyprus, given its strategic
importance to Cyprus.
The Board is confident in the Company's future prospects and
remains committed to delivering its strategy of becoming a
stronger, safer and a more focused institution capable of further
supporting the recovery of the Cypriot economy. Bank of Cyprus
updated its medium-term strategic targets in February 2022 and
upgraded its expectations in May 2022. The Board reiterates the
guidance given in May 2022, including delivery of a return on
tangible equity of greater than 10% in 2024 and, subject to
performance and relevant approvals, a return to dividend
distributions from 2023 onwards. The Board remains confident in its
ability to implement its strategic objectives, delivering strong
shareholder returns in the medium and long term, and accordingly
has unequivocally rejected the proposal from Lone Star.
Shareholders are strongly urged to take no action at this
time.
There can be no certainty that any formal offer will be made nor
as to the terms on which any offer might be made. This announcement
is being made without the agreement or approval of Lone Star.
For further information, please contact:
Bank of Cyprus Holdings PLC Aurrera Communications
Annita Pavlou Karen Le Cannu
Manager Investor Relations & Managing Director
ESG
investors@bankofcyprus.com karen.lecannu@aurreracomms.com
Tel: +357 2212 2239 Tel: +33 (0) 6 98 23 86 13
Goldman Sachs International (Joint Financial Adviser to Bank of
Cyprus)
+44 (0) 20 7774 1000
Harry Eliades
Francesco Paolicelli
Owain Evans
Dimitris Kofitsas
Cara Pazdon
Jorge Torrecilla
HSBC (Joint Financial Adviser and Corporate Broker to Bank of
Cyprus)
+44 (0) 20 7991 8888
Anthony Parsons
Simon Alexander
Alexander Paul
Sam McLennan
Richard Carr
Alex Thomas
In accordance with Rule 26.1 of the Irish Takeover Rules, a copy
of this announcement will be available on the Company's website at
https://www.bankofcyprus.com/en-gb/group/ by no later than 12.00
(noon) (Irish/UK time) on the business day following publication of
this announcement. The content of the website referred to in this
announcement is not incorporated into, and does not form part of,
this announcement. This announcement is not intended to, and does
not, constitute or form part of any offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant
to this announcement or otherwise. Any offer will be made solely by
certain offer documentation which will contain the full terms and
conditions of any offer, including details of how it may be
accepted.
This announcement has been prepared in accordance with and in
compliance with the applicable laws of Ireland, Cyprus and England
and information disclosed may not be the same as that which would
have been prepared in accordance with the laws of other
jurisdictions.
The distribution of this announcement in jurisdictions other
than Ireland, Cyprus and the United Kingdom and the availability of
any offer to shareholders of Bank of Cyprus who are not resident in
Ireland, Cyprus or the United Kingdom may be affected by the laws
of relevant jurisdictions. Therefore, any persons who are subject
to the laws of any jurisdiction other than Ireland, Cyprus or the
United Kingdom or shareholders of Bank of Cyprus who are not
resident in Ireland, Cyprus or the United Kingdom will need to
inform themselves about, and observe, any applicable
requirements.
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
UK, is acting exclusively for Bank of Cyprus and no one else in
connection with the matters referred to in this announcement and
will not be responsible to anyone other than Bank of Cyprus for
providing the protections afforded to clients of Goldman Sachs
International or for providing advice in connection with the
matters referred to in this announcement. No representation or
warranty, express or implied, is made by Goldman Sachs
International as to the contents of this announcement.
HSBC Bank plc is authorised by the PRA and regulated by the FCA
and the PRA in the United Kingdom and is acting exclusively for
Bank of Cyprus and no one else in connection with the possible
offer and other matters referred to in this announcement and will
not regard any other person (whether or not a recipient of this
announcement) as a client in relation to the possible offer or any
other matters referred to in this announcement and is not, and will
not be, responsible to anyone other than Bank of Cyprus for
providing the protections afforded to its clients or for providing
advice in relation to the possible offer, the contents of this
announcement or any transaction or arrangement referred to in this
announcement.
Requesting hard copy information
Any Bank of Cyprus shareholder may request a copy of this
announcement in hard copy form by writing to Bank of Cyprus
Holdings PLC, Ten Earlsfort Terrace, Dublin, D02 T380, Ireland or
51 Stassinos Street, Ayia Paraskevi, 2002 Strovolos, Nicosia,
Cyprus or by contacting the Company Secretary of Bank of Cyprus via
telephone on +35722122080 or by email to
Company.Secretary@bankofcyprus.com. Any written requests must
include the identity of the Bank of Cyprus shareholder and any hard
copy documents will be posted to the address of the Bank of Cyprus
shareholder provided in the written request.
A hard copy of this announcement will not be sent to Bank of
Cyprus shareholders unless requested.
Jurisdiction
Bank of Cyprus is a public limited company incorporated in
Ireland with relevant securities listed and admitted to trading on
the Main Market of the London Stock Exchange and on the Cyprus
Stock Exchange. As a result, any transaction to acquire Bank of
Cyprus which constitutes a "takeover bid" (as defined in Directive
2004/25/EC (the "Takeover Bids Directive")) will be subject to the
shared jurisdiction of the Irish Takeover Panel and the Cyprus
Securities Exchange Commission in line with the procedures set out
in Article 4 of the Takeover Bids Directive, as implemented in
Ireland and Cyprus. Any transaction to acquire control of Bank of
Cyprus which proceeds otherwise than by way of takeover bid will be
subject to the jurisdiction of the Irish Takeover Panel under the
Irish Takeover Rules. Prior to a determination being made as to the
manner in which any transaction to acquire Bank of Cyprus would be
implemented, the possible offer is subject to the jurisdiction of
both the Irish Takeover Panel and the Cyprus Securities Exchange
Commission. As noted above, there is no certainty that any formal
offer to acquire Bank of Cyprus will be made nor as to the terms on
which any offer might be made.
Responsibility Statement
The Directors of Bank of Cyprus accept responsibility for the
information contained in this announcement. To the best of their
knowledge and belief (having taken all reasonable care to ensure
such is the case), the information contained in this announcement
is in accordance with the facts and does not omit anything likely
to affect the import of such information.
Disclosure requirements of the Irish Takeover Rules
Under Rule 8.3(a) of the Irish Takeover Rules, any person who is
'interested' (directly or indirectly) in 1% or more of any class of
'relevant securities' of Bank of Cyprus must make an 'opening
position disclosure' by no later than 3.30pm (Irish/UK time) on 2
September 2022. An 'opening position disclosure' must contain the
details specified in Rule 8.6(a) of the Irish Takeover Rules,
including details of the person's interests and short positions in
any 'relevant securities' of Bank of Cyprus. Relevant persons who
deal in any 'relevant securities' of Bank of Cyprus prior to the
deadline for making an 'opening position disclosure' must instead
make a dealing disclosure as described below.
Under Rule 8.3(b) of the Irish Takeover Rules, any person
'interested' (directly or indirectly) in 1% or more of any class of
'relevant securities' of Bank of Cyprus must disclose all
'dealings' in such 'relevant securities' during the 'offer period'.
The disclosure of a 'dealing' in 'relevant securities' by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(Irish/UK time) on the business day following the date of the
transaction. A dealing disclosure must contain the details
specified in Rule 8.6(b) of the Irish Takeover Rules, including
details of the dealing concerned and of the person's interests and
short positions in any 'relevant securities' of Bank of Cyprus.
In addition, Lone Star must make an 'opening position
disclosure' by no later than 12.00 (noon) (Irish/UK time) on 2
September 2022 and disclose details of any 'dealings' by it or any
person 'acting in concert' with it in 'relevant securities' of Bank
of Cyprus by no later than 12.00 (noon) (Irish/UK time) on the
business day following the date of the transaction.
All 'dealings' in 'relevant securities' of Bank of Cyprus by
Lone Star, or by any party acting in concert with Lone Star, must
also be disclosed by no later than 12 noon (Irish/UK time) on the
'business' day following the date of the relevant transaction. If
two or more persons co-operate on the basis of an agreement, either
express or tacit, either oral or written, to acquire for one or
more of them an interest in relevant securities, they will be
deemed to be a single person for these purposes.
Disclosure tables, giving details of the companies in whose
'relevant securities' 'opening positions' and 'dealings' should be
disclosed, can be found on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie.
'Interests' in securities arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an 'interest' by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks in this section are defined in the
Irish Takeover Rules, which can also be found on the Irish Takeover
Panel's website. If you are in any doubt as to whether or not you
are required to disclose a dealing or an opening position under
Rule 8, please consult the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on
telephone number +353 1 678 9020.
Disclosure requirements of the Cypriot Takeover Bids Law
In addition to the requirements under Rule 8 of the Irish
Takeover Rules as outlined above, under section 26 of the Cypriot
Takeover Bids Law, during the 'period of the takeover bid':
(a) Lone Star and every person holding a percentage of five per
cent (5%) or more of the voting rights of Bank of Cyprus or Lone
Star, must announce immediately, in accordance with the provisions
of the Cypriot Takeovers Bids Law, every acquisition of securities
in Bank of Cyprus or Lone Star made by themselves or by persons
acting in their own name but on their behalf or in concert with
them or by undertakings controlled by them, as well as the
acquisition price and any voting rights already held in that
company; and
(b) every person acquiring a percentage equal to half per cent
(0.5%) or greater of the voting rights of Bank of Cyprus or Lone
Star, must make an announcement for this acquisition in accordance
with the provisions of the Cypriot Takeovers Bids Law, as well as
every subsequent acquisition of securities of these companies by
themselves or by persons acting in their own name but on their
behalf or in concert with them or by undertakings controlled by
them, as well as the acquisition price and any voting rights
already held in that company.
Terms in quotation marks in this section are defined in the
Cypriot Takeover Bids Law, which can also be found on the website
of the Securities and Exchange Commission of Cyprus at
www.cysec.gov.cy .
Forward-looking statements
Certain statements in this announcement are forward looking and
so involve risk and uncertainty because they relate to events, and
depend upon circumstances that will occur in the future and
therefore results and developments can differ materially from those
anticipated. The forward looking statements reflect knowledge and
information available at the date of preparation of this
announcement and Bank of Cyprus undertakes no obligation to update
these forward-looking statements.
No Profit Forecast / Asset Valuations
No statement in this announcement is intended to constitute a
profit forecast for any period, nor should any statements be
interpreted to mean that earnings or earnings per share will
necessarily be greater or lesser than those for the relevant
preceding financial periods for Bank of Cyprus or Lone Star as
appropriate. No statement in this announcement constitutes an asset
valuation.
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END
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August 19, 2022 13:18 ET (17:18 GMT)
Bank Of Cyprus Holdings ... (LSE:BOCH)
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