Financial Analysis and Currency Deposits
IRISH TAKE OVER RULES
In accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this Investor Presentation will be available on the
Company's website at https://www.bankofcyprus.com/en-gb/group/investor-relations/possible-offer/ by no later than 12.00
(noon) (Irish/UK time) on the business day following publication of this Investor Presentation. The content of the website
referred to in this Investor Presentation is not incorporated into, and does not form part of, this Investor Presentation. This
Investor Presentation 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 Investor Presentation 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 Investor Presentation 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 Investor Presentation in jurisdictions other than Ireland, Cyprus and the United Kingdom and the
availability of any offer to shareholders of the Company 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 the Company who are not resident in
Ireland, Cyprus or the United Kingdom will need to inform themselves about, and observe, any applicable requirements.
Jurisdiction
Responsibility Statement
The Directors of the Company accept responsibility for the information contained in this Investor Presentation. To the
best of their knowledge and belief (having taken all reasonable care to ensure such is the case), the information
contained in this Investor Presentation 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 the Company 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 the Company.
Relevant persons who deal in any 'relevant securities' of the Company 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 the Company 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 the Company.
The Company 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 the Company 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 the Company 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 the Company would be implemented, the possible offer is subject to
the jurisdiction of both the Irish Takeover Panel and the Cyprus Securities Exchange Commission. There is no certainty
that any formal offer to acquire the Company will be made nor as to the terms on which any offer might be made.
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 the Company 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 the Company 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.
3View entire presentation