Announcement
Bank of Cyprus Holdings Public
Limited Company announces publication of a Circular and Summary
Document and announces date of Extraordinary General Meeting to
approve the listing on the Athens Stock Exchange and confirms its
intention to de-list from the London Stock Exchange
Nicosia, 19 August 2024
NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO
WOULD VIOLATE THE LAWS OF THAT JURISDICTION
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 30 June 2024, the
Bank of Cyprus Group operated through a total of 58 branches in
Cyprus, of which 3 operated as cash offices. The Bank of Cyprus
Group employed 2,860 staff worldwide. At 30 June 2024, the Group's
Total Assets amounted to €25.5 bn and Total Equity was €2.6 bn. The
Bank of Cyprus Group comprises Bank of Cyprus Holdings Public
Limited Company, its subsidiary Bank of Cyprus Public Company
Limited and its subsidiaries.
On 8 August 2024, Bank of Cyprus Holdings
Public Limited Company (the "Company") announced that the Board had
approved the proposed listing of its ordinary shares (ISIN code:
code IE00BD5B1Y92) (the "Ordinary
Shares") on the Main Market of the Regulated Securities
Market of the Athens Stock Exchange ("ATHEX") (the "Listing"), the delisting of the
Ordinary Shares from the international commercial companies
secondary listing category of the Official List of the London Stock
Exchange Group plc (the "LSE") and the subsequent cancellation
of the LSE listing (the "Delisting"), subject to approval from
the shareholders of the Company and the Listings and Market
Operation Committee of ATHEX, as well as subject to market
conditions.
As announced on 8 August 2024, the Board
believes that the Listing and Delisting have the potential to yield
a number of long-term strategic and capital markets benefits for
the Company and shareholders as a whole. In particular, the Board
believes that the Listing and Delisting have the potential to
enhance the liquidity of the Ordinary Shares and to improve market
visibility of the Company from a potentially broader investor base
by being listed in a market complementary to that of the Company.
In addition, trading in the more focussed ecosystem of ATHEX, and
the increased potential for peer comparison has the potential to
attract long-term institutional holders to the Company.
The change in listing structure will have no
impact on the operations of the Company, which will remain Irish
incorporated and Cyprus tax resident, or on the Company's
subsidiaries. No change is proposed to the Company's listing on the
Cyprus Stock Exchange.
Publication of shareholder circular and
summary document
In connection with the Listing, the Company has
today published a shareholder circular (the "Circular") convening an Extraordinary
General Meeting of its shareholders to consider and, if thought
fit, approve the Listing (the "EGM"). The EGM has been convened for 13
September 2024 at 11:00 a.m. (Cyprus time) / 9.00 a.m.
(Irish time) at the Company's headquarters, 51 Stassinos Street,
Ayia Paraskevi, 2002 Strovolos, Nicosia, Cyprus.
The resolution to approve the Listing
("Resolution 1") requires
the approval of greater than 50% of the votes cast by shareholders
in person or by proxy at the EGM. A second resolution will be
proposed to shareholders to consider and, if thought fit, approve
the adoption of amended articles of association of the Company with
effect from conclusion of the EGM in connection with the Listing
("Resolution 2").
Resolution 2 is a special resolution and requires the approval of
at least 75% of the votes cast by shareholders in person or by
proxy at the EGM. The Listing and Delisting will not proceed if
Resolution 1 is not approved and may not proceed if Resolution 2 is
not approved, in each case, by the requisite majority of
shareholders at the EGM. Subject to approval by the requisite
majority of shareholders at the EGM and the Listings
and Market Operation Committee of ATHEX, it is expected that the
Listing will become effective at 10:15 a.m. (Cyprus time) / 10:15
a.m. (Greek time) / 8:15 a.m. (Irish time) on 23 September
2024.
The Board believes the Listing and Delisting to
be in the best interests of the Company and shareholders as a whole
and, accordingly, unanimously recommends that shareholders vote in
favour of the resolutions at the EGM, as the Board intends to do in
respect of their own beneficial holdings.
The Company today has also published a summary
document for the purposes of Article 1(5)(j) of the EU Prospectus
Regulation (Regulation (EU) No. 2017/1129) (the "Summary Document") in connection with
the Listing. The Summary Document is not a prospectus and has not
been approved by the Hellenic Capital Markets Commission or any
other regulatory authority.
Full information, including details of the
action that shareholders will need to take, are contained in the
Circular and the Summary Document which are available on the
Company's website www.bankofcyprus.com/group/.
Notice of intention to delist from the
LSE
Pursuant to Financial Conduct Authority listing
rule 21.2.17R, the Company is required to give at least 20 business
days' notice of the intended Delisting. Accordingly, it is expected
that trading in the Ordinary Shares on the LSE will be suspended
with effect from 4.30 p.m. (London time) on 18 September 2024, with
the Delisting to become effective at 8:00 a.m. (London time) on 19
September 2024.
Shareholders' attention is drawn to the
"Expected timetable of principal
events" set out in the Circular for further information in
relation to the key dates and times to be aware of in connection
with the Listing and Delisting.
Disclaimer
The Company
is not offering any new shares nor any other securities to the
public in connection with the Listing. This announcement does not
constitute an invitation or offer to sell, or the solicitation of
an invitation or offer to subscribe for or to buy, any shares nor
any other securities of the Company in any
jurisdiction.
The actions
proposed to be taken by the Company that are described in this
announcement are subject to approval from the Listings and Market
Operation Committee of ATHEX, as well as the decision of the
Company to proceed with such actions. The Company may decide not to
proceed with, or to amend these actions at its absolute
discretion.