Constantinou Bros: New clarifications on the acquisition of Layster Inv.
13/10/2003 11:11
Further to your letter dated 9/10/2003 with regard to the acquisition of Layster Investments Ltd, we wish to clarify the following:
• The agreement dated 6/10/2003 for the acquisition of Layster Investments Ltd provides that the acquisition of 100% of the Company’s shares will be completed by 31//3/05 provided that Layster Investments Ltd will have built the new four star hotel of 168 rooms on the basis of the specifications determined by the buyers.
• The payment has been set at £11,900,000 and has been based on the average of the three evaluations, reduced by 15%. The evaluations have been carried out by three independent property valuators for the value of property when this is completed.
• The payment will be carried out as follows:
a) £3,000,000 will be paid in advance with the issue of the certificate from the Quantity Measurer which shows that the construction has started. This amount will be deposited to Alpha Bank Limited to Layster Investments Ltd and will be paid to the Contractor pursuant to the certifications of the non fully-paid activity from the Quantity Measurer. As a guarantee for the maintenance of their obligations, the sellers will bind 100% of the shares of Layster Investments Ltd to the benefit of Constantinou Bros Hotels Ltd.
b)The remaining amount of £8,900,000 will be paid after the completion of the
agreement, when the sellers deliver to buyers the transfer document and a receipt of payment of the creditors of Layster Investments Ltd. In case creditors are not paid, the outstanding amounts will be extracted from the payment. No goodwill will result.
We are at your disposal for further clarifications.
• The agreement dated 6/10/2003 for the acquisition of Layster Investments Ltd provides that the acquisition of 100% of the Company’s shares will be completed by 31//3/05 provided that Layster Investments Ltd will have built the new four star hotel of 168 rooms on the basis of the specifications determined by the buyers.
• The payment has been set at £11,900,000 and has been based on the average of the three evaluations, reduced by 15%. The evaluations have been carried out by three independent property valuators for the value of property when this is completed.
• The payment will be carried out as follows:
a) £3,000,000 will be paid in advance with the issue of the certificate from the Quantity Measurer which shows that the construction has started. This amount will be deposited to Alpha Bank Limited to Layster Investments Ltd and will be paid to the Contractor pursuant to the certifications of the non fully-paid activity from the Quantity Measurer. As a guarantee for the maintenance of their obligations, the sellers will bind 100% of the shares of Layster Investments Ltd to the benefit of Constantinou Bros Hotels Ltd.
b)The remaining amount of £8,900,000 will be paid after the completion of the
agreement, when the sellers deliver to buyers the transfer document and a receipt of payment of the creditors of Layster Investments Ltd. In case creditors are not paid, the outstanding amounts will be extracted from the payment. No goodwill will result.
We are at your disposal for further clarifications.
