Lemeco: EGM on 2/11 for rights and acquisition of Charilaou Bros – New Compliance Officer
11/10/2007 10:12
At the meeting held on October 10, 2007 at the Company’s office, the Board of Directors of Lemeco Silvex Industries Public Company Ltd decided the following:
1. It will hold an Extraordinary General Meeting on November 2, 2007 at 12.00 pm at the Head Office of Aspis Holdings Public Company Ltd, 1 Andrea Haliou, 2408 Nicosia to approve special resolutions on the following:
A. 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.
B. The Board of Directors decided unanimously 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. Messrs. Ioacovos Constantinides, Managing Director, and Giorgos Constantinou, Member, are authorized to sign the acquisition agreement on behalf of the Company.
The agreement is subject to the EGM approval.
Charilaou Bros Ltd is actively involved in the sector of wholesale and retail trade. It imports and distributes products for supermarkets and manages a supermarket in Larnaca. This acquisition is expected to offer to the Company new products for distribution, which will improve the range of products that the Company offers to its customers. Charilaou Bros Ltd is also expected to contribute net profits of £200,000 (€343,000) per annum.
2. The Board of Directors decided unanimously to appoint Mr. Marios Yiasoumis as new Compliance Officer, replacing Mr. Antonis Kallis.
1. It will hold an Extraordinary General Meeting on November 2, 2007 at 12.00 pm at the Head Office of Aspis Holdings Public Company Ltd, 1 Andrea Haliou, 2408 Nicosia to approve special resolutions on the following:
A. 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.
B. The Board of Directors decided unanimously 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. Messrs. Ioacovos Constantinides, Managing Director, and Giorgos Constantinou, Member, are authorized to sign the acquisition agreement on behalf of the Company.
The agreement is subject to the EGM approval.
Charilaou Bros Ltd is actively involved in the sector of wholesale and retail trade. It imports and distributes products for supermarkets and manages a supermarket in Larnaca. This acquisition is expected to offer to the Company new products for distribution, which will improve the range of products that the Company offers to its customers. Charilaou Bros Ltd is also expected to contribute net profits of £200,000 (€343,000) per annum.
2. The Board of Directors decided unanimously to appoint Mr. Marios Yiasoumis as new Compliance Officer, replacing Mr. Antonis Kallis.
