The Bank of Cyprus on Monday announced that it will hold an extraordinary general meeting (EGM) on September 13 to approve its listing on the Athens Stock Exchange (ASE) and to confirm its intention to delist from the London Stock Exchange (LSE).
This was first revealed on August 8, when the bank released its financial results for the first half of 2024.
At the time, Bank of Cyprus CEO Panicos Nicolaou said that “in the coming weeks we will outline why we are recommending the above, with a proposal to be put to shareholders at a forthcoming EGM to be convened in due course”.
He also stated that this move “will yield a number of long-term strategic and capital market benefits”.
In its statement on Monday, the bank referenced the above statement, saying that the “Bank of Cyprus Holdings Public Limited Company disclosed that its Board of Directors had approved the proposed listing of its ordinary shares on the Main Market of the Regulated Market of the ASE”.
The plan, the bank explained, also includes the delisting of its ordinary shares from the secondary listing of international commercial companies on the Official List of the London Stock Exchange Group plc and the subsequent cancellation of the listing on the LSE, subject to shareholder approval and the approval of the ASE Admissions and Market Operations Committee, as well as market conditions.
The announcement clarified that this change in listing structure will not affect the company’s operations, which will remain an Irish company and tax resident in Cyprus, nor will it impact the company’s subsidiaries. Also, there is no proposed change to the company’s listing on the Cyprus Stock Exchange.
The board of directors said that it “believes that the listing and delisting are in the best interests of the company and its shareholders as a whole and, therefore, unanimously recommends that shareholders vote in favour of the resolutions at the EGM, as the board intends to do with its own shares”.
EGM will allow shareholders to review two resolutions
Regarding the listing, the Bank of Cyprus has published a shareholder circular, calling for an EGM to consider and, if deemed appropriate, approve the listing.
The EGM is scheduled for September 13, 2024 at 11:00 a.m. at the Bank of Cyprus headquarters.
The resolution to approve the listing (Resolution 1) requires the approval of more than 50 per cent of the votes cast by shareholders either in person or by proxy at the EGM.
A second resolution will be proposed for shareholders to consider and, if appropriate, approve the adoption of an amended memorandum and articles of association of the company, effective from the EGM, in connection with the listing (Resolution 2).
Resolution 2 is a special resolution and requires the approval of at least 75 per cent of the votes cast by shareholders either 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 by the required majority of shareholders at the EGM.
Long-term strategic benefits
Furthermore, the announcement outlined the long-term strategic benefits that the listing on the ASE and delisting from the LSE are expected to bring.
Specifically, as announced on August 8, the board of directors believes that the listing and delisting have the potential to “deliver a range of long-term strategic benefits for the company and its shareholders, while also strengthening the company’s presence in the markets”.
In particular, the board believes that the listing and delisting “could enhance liquidity in the ordinary shares and improve the company’s market visibility to a potentially broader investor base through a market more aligned with the company’s profile”.
Additionally, trading in the more focused ASE market system and the increased ability to compare with peer banks could attract long-term institutional investors to the company.
Expected ASE listing date
Subject to approval by the required majority of shareholders at the EGM and by the ASE Admissions and Market Operations Committee, the listing is expected to take effect at 10:15 a.m. Cyprus time / 10:15 a.m. Greece time / 8:15 a.m. Ireland time on September 23, 2024.
The Bank of Cyprus has also published a summary document for the purposes of Article 1(5)(i) of the EU Regulation, in relation to the listing, which is clarified to not be a prospectus and has not been approved by the Hellenic Capital Market Commission or any other regulatory authority.
It was also noted that the information, including details of actions shareholders need to take, is contained in the circular and the summary document, both available on the Bank of Cyprus website.
Suspension of trading on LSE
Regarding the notice of intent to delist from the LSE, the Bank of Cyprus highlighted that under the UK Financial Conduct Authority’s (FCA) Listing Rule 21.2.17R, the company is required to give at least 20 business days’ notice of the proposed delisting.
“Therefore, it is expected that trading of the ordinary shares on the LSE will be suspended with effect from 4:30 p.m. (London time) on September 18, 2024, with the delisting to take effect from 8:00 a.m. (London time) on September 19, 2024,” the statement said.
Shareholders are also advised to consult the “expected timetable of principal events” included in the circular for further information on key dates and times related to the listing and delisting.
Meanwhile, the Bank of Cyprus clarified in its announcement that it is not offering new shares or other securities to the public in connection with the listing and that the announcement does not constitute an invitation or offer for the sale or solicitation of an invitation or offer to subscribe for or purchase any shares or other securities of the company in any jurisdiction.
“The proposed actions to be taken by the company as described in this announcement are subject to approval by the ASE Admissions and Market Operations Committee, as well as the company’s decision to proceed with such actions,” the announcement said.
“The company may decide not to proceed or to modify these actions at its absolute discretion,” the announcement concluded.
Finally, it should be noted that the Cyprus Mail reached out to the bank for additional details, with the bank saying that “according to legal procedures, nothing further can be said beyond the official announcements“.
