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Karyes Investment Public Company LTD

Prospectus Dec 23, 2019

2473_prs_2019-12-23_0cbdaee2-1f05-4c0d-a975-8e06f41adeb6.pdf

Prospectus

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20 December 2019

ANNOUNCEMENT

Approval and publication of the Prospectus of Karyes Investment Public Company Ltd for the issue, listing and trading on the Cyprus Stock Exchange (the "CSE") of 25,000,000 Convertible Bonds of a nominal value of €1 each

Karyes Investment Public Company Ltd (the "Company") wishes to inform investors that on 20 December 2019, the Cyprus Securities and Exchange Commission approved the Company's Prospectus (the "Prospectus") concerning the following:

Issue and Listing on the CSE of up to 25,000,000 Convertible Bonds of a nominal value of €1 each, offered at par value to the Company's shareholders registered on the CSE's records on 14 January 2020 (Record Date) at a ratio of twenty-five (25) Convertible Bonds to every twenty-two (22) ordinary shares they hold. For each Convertible Bond for which a conversion right will be exercised at the conversion price of each conversion period, fully paid-up New Shares of the Company will arise. The New Shares will be listed and traded together with the existing shares of the Company on the Alternative Market of the CSE following its relevant approval.

The Convertible Bonds are ten-year bonds with an annual fixed interest rate of 5% for the first five years and 7% for the next five years. The Convertible Bonds are direct, unsecured subordinated securities of the Company and rank pari passu.

The Prospectus was drafted pursuant to the provisions of Regulation 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC.

Approval of the Prospectus shall not mean approval of the securities offered and expected to be admitted to trading on the CSE upon its approval. Potential investors should study the Prospectus before making an investment decision so as to fully understand the potential risks and benefits related to a decision to invest in Convertible Bonds as well as in the New Shares which may result from any future conversion of Convertible Bonds acquired.

The Prospectus will be available free of charge as of 23 December 2019:

in electronic form as follows:

i. on the website of the Underwriter Responsible for the Drawing up of the Prospectus, Global Capital Securities and Financial Services Limited, http://www.globalcapital.com.cy/services/corporate-advisory ii. on the website of the Company's Investment Manager, 7Q Financial Services Limited, www.7qfs.com iii. on the CSE website, www.cse.com.cy iv. on the CySEC website, www.cysec.gov.cy

in printed form during the validity period of the Prospectus as follows: i. at the offices of the Company's Investment Manager, 7Q Financial Services Limited, 12-14 Kennedy Avenue, Suite 402, 1085 Nicosia, Cyprus ii. at the offices of the Underwriter Responsible for the Drawing up of the Prospectus, Global Capital Securities and Financial Services Limited, 50, Arch. Makarios III Avenue, Alpha House, 1st Floor, 1065, Nicosia, Cyprus.

Date Event
18/03/2016 Date of approval of the Issue by the Extraordinary General Meeting.
15/09/2017 Date of decision by the Board of Directors to
Issue Convertible Bonds.
20/12/2019 Date of Prospectus publication permission
by the Cyprus Securities
and Exchange Commission.
To be announced Date of approval by the CSE of the
listing of the Convertible Bonds on
the CSE.
10/01/2020 Date of trading of the Company's share by which the persons that will
acquire its shares
will be entitled to subscribe to this Issue.
13/01/2020 Ex-rights date
from which the share will be traded without a
subscription right.
14/01/2020 Record date at the end of which the persons entitled to subscribe to
this Issue will be registered
to the CSE records.
22/01/2020 Date of issue and dispatch of letters granting the right to subscribe
to
this issue of Convertible Bonds to the beneficiary shareholders.
27/01/2020 to 28/02/2020 Period of subscription to the Issue of Convertible Bonds.
28/02/2020 Last date of submission of applications for subscription to this Issue.
16/03/2020 Decision by the Board of Directors for the issue and granting of
Convertible Bonds.
25/03/2020 Date of issue and dispatch of Convertible Shares granting letters.
To be announced by the CSE Date of commencement of trading of Convertible Bonds on the CSE.

TIMEFRAME

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