BoD of Unifast recommends acceptance of PO by Pharmakas
We wish to inform the shareholders of Unifast Finance & Investments Public Limited (Unifast) and the investing public that at the meeting held on 21/3/2007, the Board of Directors examined the Public Offer of Pharmakas Quarries Ltd for the acquisition of a minimum 50% plus 1 share and a maximum 60% of the share capital of Unifast, offering 11 cents per share of Unifast.
This announcement has been prepared pursuant to the CSE Regulations (Public Offer for the Acquisition or Purchase of Titles and Merger of Companies Listed in the Stock Market) to announce the decision of the Board of Directors with regard to the offer.
During the meeting above, the Board of Directors examined the provisions of the Public Offer Document and the financial data, as well as the Company’s prospects and the report of the independent expert, CLR Securities and Financial Services Limited, which was assigned to evaluate the Public Offer, and decided to propose to the shareholders to accept the offer taking into account the following:
a) The independent expert’s report expresses the view that the basis of calculation used for the determination of the consideration is fair and the proposed consideration is fair and reasonable.
b) The offer is advantageous for the shareholders of Unifast, since the proposed consideration offered by Pharmakas provides an economic benefit of 54.9% or 3.9 cents per share on the indicative net asset value of Unifast of 7.10 cents per share.
c) The proposal is advantageous for the shareholders of Unifast, since based on the average closing price of the share of Unifast for the month prior to the official announcement for the submission of the Public Offer (February 12, 2007), the proposed consideration provides a financial benefit of 9.26% or 0.93 cents per share.
d) According to the Public Offer Document dated March 8, 2007:
“The Offeror intends to maintain the Company’s activities in the sector of land development and properties in Cyprus but it also examines the prospect of investments abroad.
With reference to the capital absorbance announced by Unifast in the Prospectus dated June 16, 2006 from the rights and warrants, Pharmakas intends to construct the first project in Kaimakli, which includes 47 flats.
The second project in Nisou, which will include 7 houses, will be examined by Pharmakas at a later stage.
Pharmakas Quarries Limited also aims to develop the land and property activities in Cyprus and abroad via Unifast, taking advantage of the experience of Α. Panayides Contracting Public Limited and the cooperation that will emerge from the know-how and the presence of Α. Panayides Contracting Public Limited in Cyprus via Unifast.
e) The Offeror does not intend to change the use of assets of Unifast.
Taking into account the above, the shareholders’ interest and the independent expert’s report, the Board of Directors decided to recommend to the shareholders to accept the Public Offer of Pharmakas.
The Board of Directors also wishes to clarify that it has not acted in agreement with Pharmakas Quarries Ltd and is not aware of any other agreements concerning the exercise of voting rights.
Board members of Unifast, Messrs. Nektarios Fakas (Chairman), Nektarios Koufettas (Member), Demetris Colocasides (Member), Prodromos Petridis (Member), Charalambos Filippides (Member) will accept the Public Offer.
Except for the publication of this announcement in two national newspapers, copies of the announcement and the independent expert’s report will be available at the Company’s registered office, 2 Salaminos, Salaminos Court, Office 401, 1045 Nicosia (tel. 77 77 77 59).
This announcement has been prepared pursuant to the CSE Regulations (Public Offer for the Acquisition or Purchase of Titles and Merger of Companies Listed in the Stock Market) to announce the decision of the Board of Directors with regard to the offer.
During the meeting above, the Board of Directors examined the provisions of the Public Offer Document and the financial data, as well as the Company’s prospects and the report of the independent expert, CLR Securities and Financial Services Limited, which was assigned to evaluate the Public Offer, and decided to propose to the shareholders to accept the offer taking into account the following:
a) The independent expert’s report expresses the view that the basis of calculation used for the determination of the consideration is fair and the proposed consideration is fair and reasonable.
b) The offer is advantageous for the shareholders of Unifast, since the proposed consideration offered by Pharmakas provides an economic benefit of 54.9% or 3.9 cents per share on the indicative net asset value of Unifast of 7.10 cents per share.
c) The proposal is advantageous for the shareholders of Unifast, since based on the average closing price of the share of Unifast for the month prior to the official announcement for the submission of the Public Offer (February 12, 2007), the proposed consideration provides a financial benefit of 9.26% or 0.93 cents per share.
d) According to the Public Offer Document dated March 8, 2007:
“The Offeror intends to maintain the Company’s activities in the sector of land development and properties in Cyprus but it also examines the prospect of investments abroad.
With reference to the capital absorbance announced by Unifast in the Prospectus dated June 16, 2006 from the rights and warrants, Pharmakas intends to construct the first project in Kaimakli, which includes 47 flats.
The second project in Nisou, which will include 7 houses, will be examined by Pharmakas at a later stage.
Pharmakas Quarries Limited also aims to develop the land and property activities in Cyprus and abroad via Unifast, taking advantage of the experience of Α. Panayides Contracting Public Limited and the cooperation that will emerge from the know-how and the presence of Α. Panayides Contracting Public Limited in Cyprus via Unifast.
e) The Offeror does not intend to change the use of assets of Unifast.
Taking into account the above, the shareholders’ interest and the independent expert’s report, the Board of Directors decided to recommend to the shareholders to accept the Public Offer of Pharmakas.
The Board of Directors also wishes to clarify that it has not acted in agreement with Pharmakas Quarries Ltd and is not aware of any other agreements concerning the exercise of voting rights.
Board members of Unifast, Messrs. Nektarios Fakas (Chairman), Nektarios Koufettas (Member), Demetris Colocasides (Member), Prodromos Petridis (Member), Charalambos Filippides (Member) will accept the Public Offer.
Except for the publication of this announcement in two national newspapers, copies of the announcement and the independent expert’s report will be available at the Company’s registered office, 2 Salaminos, Salaminos Court, Office 401, 1045 Nicosia (tel. 77 77 77 59).
