Information Bulletin under the article 4 of the Law 3401/2005
With the information bulleting under the article 4 of the Law 3401/2005 Jumbo SA announces the following:
According to the terms of the Convertible Bond Loan of the company, issued on 08.09.2006, according to the decision of the Second Repeated Extraordinary Meeting of the shareholders’ at 07.06.2006 in combination with as of 3.8.2006, 31.8.2006, 5.9.2006, 6.9.2006, 8.9.2006 and 14.4.2009 decisions of the Board of Directors, regarding the right of conversion of the convertible bonds into shares: Every one (1) bond provides to the Bondholder the right to convert into 2.100840336 ordinary shares each with nominal value of 1.40 Euro (“Conversion ratio”). The conversion price is € 4.76 per share. The conversion right can be exercised for the first time the first day of the 4th year from the issuance date (at 08.09.2009) and every six months onwards at the corresponding with the issuance date of the Loan every month (“Conversion Date”). In case that from the conversion of the bonds that belongs in certain Bond-holder emerge fraction shares, the Bondholder can convert only a number of bonds which correspond to integer number of shares. The remaining bonds, will be repaid to the beneficiaries according to the terms of the company’s Convertible Bond Loan.
According to the above terms, on 08.09.2009, there were submitted by beneficiary bond-holders 117 applications to exercise the right of conversion of a total 4.081.093 of bonds of nominal value and disposal value € 10.00 each that will be converted into 8.573.674 new common nominal shares of the company with voting right and nominal value of € 1.40 each. Under the exercise of the conversion right the company’s share capital will increase by € 12.003.143,60 with the issuance of 8.573.674 new nominal shares of the company, with nominal value of € 1.40 each. After that the share capital of the company will stand at € 181.731.746,00 divided into 129.808.390 common nominal shares, with nominal value of € 1.40 each. Due to the share capital increase the resulting difference of the amount of € 28.807.786,40 is credited to the “Share premium” account. The abovementioned share capital increase was confirmed by the decision of the company’s Board of Directors on 09.09.2009, by which there was an amendment of the article 5 par. A’ of the company’s Articles of Association and was certified on 10.09.2009 with the decision of the company’s Board of Directors.
On 25.09.09 were registered in the Official Register of Sociétés Anonymes of the Ministry of Development: a) the announcement no. Κ2-9607 of the 09.09.2009 decision of the company’s Board of Directors regarding the share capital increase and the amendment of the article 5 par. A’ of the company’s Articles of Association and b) the announcement no. K2-9612 of the 10.09.2009 decision of the company’s Board of Directors regarding the certification of share capital increase and the share premium account.
According to the term 8.3 of the Convertible Bond Loan the new 8.573.674 common nominal shares, are eligible to dividend of the current financial year (01.07.2009-30.06.2010) in which the right of conversion was exercised, while they are not eligible to the dividend of the financial year ended at 30.6.2009. Consequently, the above 8.573.674 new common nominal shares, will be issued as a new series of company’s shares, that will be traded at the Athens Exchange without the right of the dividend financial year ended at 30.6.2009 (amount of € 0,23). Their opening price will be equal to the closing price, of the 121.234.716 common nominal shares of company that are traded today, on the last session of the Athex.
According to the company’s financial calendar for 2009/2010, the company’s annual results were announced on 24.09.2009 and were published in the press on 25.09.2009. The Annual shareholders meeting will take place on 09.12.2009 and the management will propose the distribution of a dividend (before tax) of € 0.23 per share. From 23.12.2009 the company shares will be negotiable at the Athens Stock Exchange without a consequent right to receive a dividend for the financial year 2008/2009 (€ 0.23). Beneficiaries of the dividend will be those investors, who will be registered in the DSS on 29.12.2009 (Record Date).
The above 8.573.674 new common nominal shares of the company without the right of the dividend for the financial year 2008/2009 will stop being traded as separate series and will start being traded with the rest of the common nominal shares of the company, as following: at the ex-dividend date, i.e. at 23.12.2009 the 8.573.674 new common nominal shares of the company without the right of the dividend for the financial year 2008/2009 will stop being traded. The abovementioned shares will start being traded again at the fourth (4) working day after the ex-dividend date, i.e. at 31.12.2009. From that date all the company’s shares (129.808.390) will be traded in the same series and will be eligible to the dividend of the current financial year 2009/2010.
As far as the issuance of the new shares is concerned, there will be followed the formal process of submission of supporting documents and reception of required approvals, according to the terms of the Convertible Bond Loan, the law 2190/1920 and the paragraph 5.3.6 of the ATHEX Regulation. At the first stage the company will submit the supporting documents to the Athens Exchange for approval. At the second stage the 8.573.674 new common nominal shares of the company will start being traded at the 3rd working day after the date of the relevant approval from the Athens Exchange as it will be reported in newer relative statement that will be published at least one working day before. The new shares will be credited to the beneficiaries’ DSS accounts a day before they start being traded.
Responsible for the information bulleting and for the accuracy of the details that consists are Mr. Evangelos-Apostolos Vakakis, President of the Board of Directors and Managing Director of the company and Mrs Kalliopi Vernadaki of Emmanouil, Executive Director and Chief Financial Officer.
The investors who are interested for more information can address during working days and hours at the company, Head of the Department Mrs Amalia Karamitsoli, tel. 2104805267.
The current document is available to the public at the company’s offices at 9 Kyprou and Hydras str., Moschato 18346, on the company’s website www.jumbo.gr.