Lemeco: EGM approved rights issue and cancelled acquisition of Charilaou Bros
5/11/2007 9:57
The Board of Directors of Lemeco Silvex Industries Public Co Ltd announces that the Extraordinary General Meeting held on Friday, November 2, 2007 at the Company’s Head Office, 1 Andrea Haliou, 1st floor, Engomi, Nicosia, examined the following resolutions:
Special Resolution 1
The Board of Directors is authorized to proceed with the issue and allocation of shares of nominal value £0.05 (€0.9) each at the price of £0.0878 (€0.15) per share, which are offered on a pro rata basis to all shareholders in the Company’s register on the record date. The record date will be decided by the Board of Directors and will depend on the date of approval of the Prospectus by the Securities and Exchange Commission.
The shares will be offered to the shareholders in the form of Rights to the ratio of 1 to 1, that is, 1 Right for every 1 existing share. For every 2 Rights allocated, each shareholder is entitled to 1 share of £0.878 (€0.15). The payment of the price by the shareholders who exercise the Rights for the allocation of shares is simultaneous with the acceptance of the offer.
All unexercised Rights will be returned to the Board of Directors, which will be distributed at its sole discretion with the same price and terms. All indisposed shares after the expiry of Rights, will be distributed by the Board of Directors at its sole discretion on the basis of the same price offered to the existing shareholders.
The Board of Directors is authorized to cooperate with external consultants in the submission of an application to the CSE and the preparation of the relevant Prospectus for the issue, allocation and listing of Rights and shares in the CSE, pursuant to the CSE Law and Regulations.
Pursuant to the provisions of article 60B(5) of the Companies’ Law Chapter 113 and taking into account the Company’s Articles of Association and the written report of the Board of Directors, the existing shareholders disclaim their rights with regard to the above allocation of shares that might not be disposed after the expiry of the Rights.
The EGM examined and rejected the following resolution as special resolution 2 since the audit of Charilaou Bros Ltd had not been finalized on time. The Board of Directors reserves its right to re-examine the resolution below at a new EGM, following the completion of the audit.
Special Resolution 2
The Board of Directors is authorized to proceed with the acquisition of 100% of Charilaou Bros Ltd with the issue and allocation of 10,000,000 new shares of Lemeco Silvex Industries Public Company Ltd of nominal value £0.05 (€0.09) each at the price of £0.12 (€0.20) to the shareholders of Charilaou Bros Ltd.
Pursuant to the provisions of article 60B (5) of the Companies’ Law Chapter 113 and taking into account the Articles of Association and the written report of the Board of Directors, the existing shareholders disclaim their right with regard to the above issue and allocation of shares.
Special Resolution 1
The Board of Directors is authorized to proceed with the issue and allocation of shares of nominal value £0.05 (€0.9) each at the price of £0.0878 (€0.15) per share, which are offered on a pro rata basis to all shareholders in the Company’s register on the record date. The record date will be decided by the Board of Directors and will depend on the date of approval of the Prospectus by the Securities and Exchange Commission.
The shares will be offered to the shareholders in the form of Rights to the ratio of 1 to 1, that is, 1 Right for every 1 existing share. For every 2 Rights allocated, each shareholder is entitled to 1 share of £0.878 (€0.15). The payment of the price by the shareholders who exercise the Rights for the allocation of shares is simultaneous with the acceptance of the offer.
All unexercised Rights will be returned to the Board of Directors, which will be distributed at its sole discretion with the same price and terms. All indisposed shares after the expiry of Rights, will be distributed by the Board of Directors at its sole discretion on the basis of the same price offered to the existing shareholders.
The Board of Directors is authorized to cooperate with external consultants in the submission of an application to the CSE and the preparation of the relevant Prospectus for the issue, allocation and listing of Rights and shares in the CSE, pursuant to the CSE Law and Regulations.
Pursuant to the provisions of article 60B(5) of the Companies’ Law Chapter 113 and taking into account the Company’s Articles of Association and the written report of the Board of Directors, the existing shareholders disclaim their rights with regard to the above allocation of shares that might not be disposed after the expiry of the Rights.
The EGM examined and rejected the following resolution as special resolution 2 since the audit of Charilaou Bros Ltd had not been finalized on time. The Board of Directors reserves its right to re-examine the resolution below at a new EGM, following the completion of the audit.
Special Resolution 2
The Board of Directors is authorized to proceed with the acquisition of 100% of Charilaou Bros Ltd with the issue and allocation of 10,000,000 new shares of Lemeco Silvex Industries Public Company Ltd of nominal value £0.05 (€0.09) each at the price of £0.12 (€0.20) to the shareholders of Charilaou Bros Ltd.
Pursuant to the provisions of article 60B (5) of the Companies’ Law Chapter 113 and taking into account the Articles of Association and the written report of the Board of Directors, the existing shareholders disclaim their right with regard to the above issue and allocation of shares.
