The shareholders approved an ordinary resolution and a special resolution both with a majority of 99.74% of all the votes cast. The resolutions provide for the establishment of a parent company of the Bank of Cyprus in Ireland and for the London listing.
Earlier Chairman of the Board of Directors Josef Ackerman addressing the Extraordinary General Meeting asked the shareholders for their support in approving the two proposed resolutions in order to complete “the last major step towards making a listing of our shares in a major European Stock Exchange a reality”.
All shares will be listed on both the London Stock Exchange and the Cyprus Stock Exchange and will continue to trade in euro, as they do now.
Ackerman noted that the London Listing will be in the best interests of all shareholders, both resident and non-resident in Cyprus, the Bank itself, and the Cypriot economy in general.
“The listing is expected to increase the liquidity and visibility of the Bank’s shares and would expose the Bank to a broader base of institutional and other informed investors. The dual listing would also draw attention to Cyprus’ well performing economy and the opportunities offered by the Cyprus Stock Exchange” he noted.
These benefits, he stressed, “would be further enhanced by a potential eventual premium listing that would make possible an inclusion in the FTSE UK index and the associated greater interest by passive index-linked institutional and other major investors”.
He noted, however, that at this stage neither the application for a premium listing nor a subsequent inclusion in the FTSE UK Index Series is guaranteed.
Ackerman underscored that the likely higher scrutiny of the Bank’s financial performance by analysts and investors would keep the BOC Group’s Board and senior management under constant pressure to perform and to be transparent and accountable, helping to preserve and add further to shareholder value.
He then noted that the London listing would strengthen shareholder safeguards, as the Bank of Cyprus Holdings will be required to adhere fully to the highest standards of corporate governance and ethics in the financial industry, as they are codified in the UK Corporate Governance Code.
The Group`s Chief Executive Officer John Patrick Hourican noted that “the proposed London listing is a significant milestone in the Bank’s journey back to strength. It will increase the visibility of the Bank, will lead to greater liquidity in the shares and should make it easier for shareholders to trade, and increase the Bank’s access to capital”.
Hourican stressed that the Bank continues to work towards a premium listing on the LSE. “We intend to become eligible for inclusion in the FTSE UK Index Series in time. Companies included in the FTSE indices attract the interest of both active and passive investors and we believe that an eventual inclusion will lead to greater liquidity in our stock. Our standard listing is an intermediate step on this path” he said.
He also noted that the Bank will remain a Cypriot bank with a Cypriot banking licence and operations, it will continue to be regulated by the European Central Bank and the Central Bank of Cyprus and will remain tax resident in Cyprus.
“The London listing will provide greater visibility, access to capital and encourage price discovery for our stock on a deep, highly liquid international capital market,” he said.
The scheme of arrangement, which is the legal process by which, the new holding company -Bank of Cyprus Holdings plc- will become the new parent for the Bank must be now approved also by the District Court of Nicosia. In that case, the Bank expects that trading on the London Stock Exchange and on the Cyprus Stock Exchange will be possible before the end of February of 2017.
Key approvals have already been received from the Bank’s regulatory bodies, including from the European Central Bank and the Central Bank of Cyprus, for the change in the ownership structure. Provisional approval for eligibility has also been received from the UK Listing Authority of the Financial Conduct Authority. In addition, an Investor Prospectus for the trading of the New Shares and the related Depository Interests has been approved by the Cyprus Securities and Exchange Commission.