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Alpha Bank A.E. Message Board

  • brendabreeze77 brendabreeze77 Nov 11, 2013 10:17 PM Flag

    Is there a securities attorney on this board?

    Since this is a lot of detailed info, I’ll understand if no one answers this post.

    A problem that I’m concerned with is in regard to the entitlement to hold on to the shares or get a decent price when the ADSs must be resold as a result of a rights offering or a reverse split. Article 8 of Form F-6 for Piraeus (the registration statement), states what happens with distribution/cashing in the ADSs and is available in Edgar filing documents on the SEC website. An excerpt from this Article states: “the Depositary SHALL make available any distribution of cash or shares “PROVIDED, however, that the Depositary shall NOT make any distribution for which it has not received satisfactory assurances… that the distribution is registered under, or is exempt from or not subject to the registration requirements of the SECURITIES ACT OF 1933 or any other applicable law. If the Depositary is not obligated, under the preceding sentence, to distribute or make available a distribution under the preceding sentence, the DEPOSITORY MAY SELL such Shares…” which according to Piraeus Cooperate Action Notice of June 2013 is what happened and distributions to the shareholders were made at whatever price BNY could get on the open market for Piraeus ADSs. Quote from Notice: “The Piraeus Bank S A Piraeus Bank S.A. rights were not registered under the United States Securities Act of 1933, therefore we were not permitted to pass the rights on to the holders of Depositary Receipts ("DRs").”

    Background from VentureLawCorp: It is not enough to comply with US Federal securities laws in Canada or the US. Other laws (e.g., Blue Sky) must also be complied with when issuing or reselling securities through registration with an applicable securities regulator (NYSE, etc.) or be able to rely on an exemption from registration. The securities laws exempt trades of securities listed on a “recognized exchange” from registration requirements.

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    • Whoops (cont.)
      There are currently fourteen securities exchanges registered with the SEC under Section 6(a) of the Securities and Exchange Act of 1933 as national securities exchanges. The OTCBB and Pink Sheets are not considered recognized exchanges for secondary trading in Canada or the US. One exemption to being registered on a major exchange is “if the issuer of the securities publishes certain continuous disclosure information on an ongoing basis in a recognized manual. The recognized manuals vary among the 42 states and 3 territories that have this exemption, the most commonly recognized being Standard & Poor's and Mergent (fka Moody's.” Since Piraeus is listed “grey” at TD Ameritrade, they must not have met this exemption. Another exemption is if the seller is a dealer, trades between dealers to domestic dealers as well as dealers to international dealers. Is this a loophole whereby the broker could profit from selling an individual’s ADSs that the individual shareholder may not benefit from?

      Alpha is currently not listed on a recognized exchange; it is OTC Pink. Has Alpha satisfied the exemption for not being listed on a recognized exchange by publishing satisfactory information? And back to my original question, Will the shareholders of Alpha run into any problems in the event of a rights offering or a reverse split as did those holding Piraeus?

 
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