Top Kinisis acquires four companies
14/2/2001 0:00
The Board of Top Kinisis Travel Ltd. announced that during an extraordinary meeting which took place on the 13 February 2001, it was decided to proceed with the purchase of the following businesses and/or operations.
A. Lavar Tourist & Travel Ltd.
Lavar Tourist & Travel Ltd., based in Limassol, carries out tourism related activities and especially airline ticket issuance and sales of holiday packages and excursions. On ticket issuance, Lavar Tourist & Travel over the past few years is considered amongst the top offices for sales and has received awards from many airlines companies. The acquisition of the company is within the expansion plans of Top Kinisis into the airline ticketing sector and holiday packages and excursions, as well as enhancing its position further in the town of Limassol.
Top Kinisis Travel will acquire the entire business and operations of Lavar Tourist Agency Ltd. in exchange for CYP 595.000, out of which CYP 75.000 will be in cash and the remainder through the issuance of new shares of the company equalling CYP 520.000 from its authorised share capital. The said shares will be disbursed as follows:
CYP 520.000 shares by the increase of the issued share capital and issuance of relevant number of shares to Lavar Tourist & Travel as follows:
(i) CYP 260.000 shares to Lavar Tourist & Travel Ltd. the price of which will be the average closing price of shares over a period of 30 days from the date of listing of Top Kinisis on the CSE
(ii) CYP 260.000 in shares the latest 15 months after the first issuance of shares to Lavar Tourist & Travel the price of which will be the average closing price of shares over a 30 day period, one year exactly from the issuance of the first shares by the Board of the company.
Goodwill derived from the above transaction is estimated at CYP 570.000 and Lavar Tourist & Travel’s turnover according to audited accounts for 1999 reached CYP 3.270.000. The goodwill will be written off, in accordance with Top Kinisis’ policy, over a period of 10 years.
B. Zourides Travel & Tours Ltd.
The activities of Zourides Travel & Tours Ltd., based in Larnaca, covers the whole range of tourism activities especially airline ticket issuance and sales of holiday packages and excursions as well as international cargo.
The company’s acquisition is within Top Kinisis Travel Ltd.’s expansion plans in the above sector and provision of services to its clients in the Larnaca area.
Top Kinisis Travel Ltd. will acquire the entire business and operations of Zourides Travel & Tours in exchange for CYP 400.000, out of which CYP 80.000 in cash and the remainder by the issuance of new shares of the company equalling CYP 320.000 from its authorised share capital. The said shares will be disbursed as follows:
CYP 320.000 shares of the company by increase of its issued capital and the transfer of the relevant number of shares upon listing of the buyer on the CSE, as follows:
(i) CYP 160.000 in shares to Zourides Travel & Tours Ltd. the price of which will be considered the average closing price of the shares over a period of 30 days from its listing on the CSE.
(ii) CYP 160.000 in shares the latest 15 months after the first issuance to Zourides Travel & Tours Ltd., the price of which will be considered the average closing price of shares over a period of 30 days one year exactly after the first issuance by the Board of the company.
Total goodwill derived from the above is estimated at CYP 390.000 and turnover of Zourides according to audited accounts for 1999 reached CYP 1.480.000. The goodwill will be written off in accordance with Top Kinisis Travel Ltd.’s policy, over a period of 10 years.
C. Frixos Pingos Travel & Tours Ltd.
Frixos Pingos Travel & Tours Ltd.’s activities, based in Ayia Napa, cover the whole spectrum of tourism activities and especially airline ticket issuance and sales of holiday packages to ex-Eastern block countries, as well as services to incoming tourism to Ayia Napa. The acquisition is within Top Kinisis Travel Ltd.’s expansion plans in the above sector as well as the provision of services to its clients in the Famagusta area.
Top Kinisis Travel Ltd. will acquire the entire business and operations of Frixos Pingos Travel & Tours Ltd. in exchange for CYP 120.000 out of which CYP 25.000 in cash and the remainder by the issuance of new shares of the company equalling CYP 95.000 from the authorised share capital of the company and disbursed as follows:
CYP 95.000 shares of the company by increase of the issued share capital to Frixos Pingos Travel & Tours Ltd. as follows:
(i) CYP 47.500 in shares to Frixos Pingos Travel & Tours Ltd. the price of which shall be considered the average closing price of shares over a period of 30 days from its listing on the CSE.
(ii) CYP 47.500 in shares the latest 15 months after the first issuance of shares to Frixos Pingos Travel & Tours Ltd. the price of which shall be considered the average closing price of shares over a period of 30 days exactly one year after the first issuance by the Board.
Goodwill derived from the above is estimated at CYP 110.000 and Frixos Pingos Travel & Tours Ltd.’s turnover according to audited accounts of the company for 1999 reached CYP 427.000. Goodwill will be written off in accordance with Top Kinisis Travel Ltd.’s policy, over a period of 10 years
D. Paraship Freight Services Ltd.
The activities of Paraship Freight Services Ltd., based in Nicosia, is international cargo both by air and ship as well as goods customs services. The acquisition of the company is within the expansion plans of Top Kinisis Travel Ltd. in the said sector.
Top Kinisis Travel will acquire the entire business and operations of Paraship Freight Services Ltd. in exchange for CYP 290.000 out of which CYP 90.000 in cash and the remainder by the issuance of new shares of the company equalling CYP 200.000 from the authorised share capital of the company and disbursed as follows:
CYP 200.000 shares of Top Kinisis by increase of its authorised share capital and issuance of relevant number of shares to Paraship as follows:
(i) CYP 100.000 shares to Paraship Freight Services Ltd. the price of which will be considered the average closing price of shares over a period of 30 days from its listing on the CSE.
(ii) CYP 100.000 in shares to Paraship Freight Services Ltd., the price of which will be considered the average closing price of shares of the company over a period of 30 days exactly one year from the date of the first issuance.
Goodwill derived from the above is estimated at CYP 275.000 and Paraship Freight Services Ltd.’s turnover according to the audited accounts of the company for 1999 reached CYP 523.000 which will be written off in accordance with the policy of Top Kinisis Travel Ltd., over a period of 10 years.
E. The company approved the purchase of property and the construction of its offices by the company Charilaos Apostolides & Co. Ltd. The agreement concerns land in Acropolis, Nicosia. The cost for the construction of the building to house the headquarters of Top Kinisis Travel Ltd. is CYP 800.000 plus VAT. The price will be paid as follows:
1) CYP 250.000 upon transfer of the land in the name of the company.
2) The remaining CYP 550.000 will include CYP 50.000 deposit and the remainder according to the progress of the construction works.
Top Kinisis Travel will have the right if it so wishes and at its discretion, to pay in shares of the company not exceeding 80% of the remainder of CYP 550.000, always subject to approval of a special resolution by an extraordinary general meeting. By the acquisition, Top Kinisis Travel Ltd. will consolidate and secure its operations without the burden of rents, in line with its policies.
Concerning the aforementioned acquisitions, no contracts have been made concerning Directors of Top Kinisis Travel Ltd. as a result of the above acquisitions of the said companies. The implementation of the above is subject to the approval for issuance of the said shares to the companies concerned by an extraordinary general meeting of the company. 10-year contracts have been signed concerning directors of the companies acquired.
The above acquisitions are expected bring a positive effect to results of Top Kinisis Travel Ltd. for the year 2001.
A. Lavar Tourist & Travel Ltd.
Lavar Tourist & Travel Ltd., based in Limassol, carries out tourism related activities and especially airline ticket issuance and sales of holiday packages and excursions. On ticket issuance, Lavar Tourist & Travel over the past few years is considered amongst the top offices for sales and has received awards from many airlines companies. The acquisition of the company is within the expansion plans of Top Kinisis into the airline ticketing sector and holiday packages and excursions, as well as enhancing its position further in the town of Limassol.
Top Kinisis Travel will acquire the entire business and operations of Lavar Tourist Agency Ltd. in exchange for CYP 595.000, out of which CYP 75.000 will be in cash and the remainder through the issuance of new shares of the company equalling CYP 520.000 from its authorised share capital. The said shares will be disbursed as follows:
CYP 520.000 shares by the increase of the issued share capital and issuance of relevant number of shares to Lavar Tourist & Travel as follows:
(i) CYP 260.000 shares to Lavar Tourist & Travel Ltd. the price of which will be the average closing price of shares over a period of 30 days from the date of listing of Top Kinisis on the CSE
(ii) CYP 260.000 in shares the latest 15 months after the first issuance of shares to Lavar Tourist & Travel the price of which will be the average closing price of shares over a 30 day period, one year exactly from the issuance of the first shares by the Board of the company.
Goodwill derived from the above transaction is estimated at CYP 570.000 and Lavar Tourist & Travel’s turnover according to audited accounts for 1999 reached CYP 3.270.000. The goodwill will be written off, in accordance with Top Kinisis’ policy, over a period of 10 years.
B. Zourides Travel & Tours Ltd.
The activities of Zourides Travel & Tours Ltd., based in Larnaca, covers the whole range of tourism activities especially airline ticket issuance and sales of holiday packages and excursions as well as international cargo.
The company’s acquisition is within Top Kinisis Travel Ltd.’s expansion plans in the above sector and provision of services to its clients in the Larnaca area.
Top Kinisis Travel Ltd. will acquire the entire business and operations of Zourides Travel & Tours in exchange for CYP 400.000, out of which CYP 80.000 in cash and the remainder by the issuance of new shares of the company equalling CYP 320.000 from its authorised share capital. The said shares will be disbursed as follows:
CYP 320.000 shares of the company by increase of its issued capital and the transfer of the relevant number of shares upon listing of the buyer on the CSE, as follows:
(i) CYP 160.000 in shares to Zourides Travel & Tours Ltd. the price of which will be considered the average closing price of the shares over a period of 30 days from its listing on the CSE.
(ii) CYP 160.000 in shares the latest 15 months after the first issuance to Zourides Travel & Tours Ltd., the price of which will be considered the average closing price of shares over a period of 30 days one year exactly after the first issuance by the Board of the company.
Total goodwill derived from the above is estimated at CYP 390.000 and turnover of Zourides according to audited accounts for 1999 reached CYP 1.480.000. The goodwill will be written off in accordance with Top Kinisis Travel Ltd.’s policy, over a period of 10 years.
C. Frixos Pingos Travel & Tours Ltd.
Frixos Pingos Travel & Tours Ltd.’s activities, based in Ayia Napa, cover the whole spectrum of tourism activities and especially airline ticket issuance and sales of holiday packages to ex-Eastern block countries, as well as services to incoming tourism to Ayia Napa. The acquisition is within Top Kinisis Travel Ltd.’s expansion plans in the above sector as well as the provision of services to its clients in the Famagusta area.
Top Kinisis Travel Ltd. will acquire the entire business and operations of Frixos Pingos Travel & Tours Ltd. in exchange for CYP 120.000 out of which CYP 25.000 in cash and the remainder by the issuance of new shares of the company equalling CYP 95.000 from the authorised share capital of the company and disbursed as follows:
CYP 95.000 shares of the company by increase of the issued share capital to Frixos Pingos Travel & Tours Ltd. as follows:
(i) CYP 47.500 in shares to Frixos Pingos Travel & Tours Ltd. the price of which shall be considered the average closing price of shares over a period of 30 days from its listing on the CSE.
(ii) CYP 47.500 in shares the latest 15 months after the first issuance of shares to Frixos Pingos Travel & Tours Ltd. the price of which shall be considered the average closing price of shares over a period of 30 days exactly one year after the first issuance by the Board.
Goodwill derived from the above is estimated at CYP 110.000 and Frixos Pingos Travel & Tours Ltd.’s turnover according to audited accounts of the company for 1999 reached CYP 427.000. Goodwill will be written off in accordance with Top Kinisis Travel Ltd.’s policy, over a period of 10 years
D. Paraship Freight Services Ltd.
The activities of Paraship Freight Services Ltd., based in Nicosia, is international cargo both by air and ship as well as goods customs services. The acquisition of the company is within the expansion plans of Top Kinisis Travel Ltd. in the said sector.
Top Kinisis Travel will acquire the entire business and operations of Paraship Freight Services Ltd. in exchange for CYP 290.000 out of which CYP 90.000 in cash and the remainder by the issuance of new shares of the company equalling CYP 200.000 from the authorised share capital of the company and disbursed as follows:
CYP 200.000 shares of Top Kinisis by increase of its authorised share capital and issuance of relevant number of shares to Paraship as follows:
(i) CYP 100.000 shares to Paraship Freight Services Ltd. the price of which will be considered the average closing price of shares over a period of 30 days from its listing on the CSE.
(ii) CYP 100.000 in shares to Paraship Freight Services Ltd., the price of which will be considered the average closing price of shares of the company over a period of 30 days exactly one year from the date of the first issuance.
Goodwill derived from the above is estimated at CYP 275.000 and Paraship Freight Services Ltd.’s turnover according to the audited accounts of the company for 1999 reached CYP 523.000 which will be written off in accordance with the policy of Top Kinisis Travel Ltd., over a period of 10 years.
E. The company approved the purchase of property and the construction of its offices by the company Charilaos Apostolides & Co. Ltd. The agreement concerns land in Acropolis, Nicosia. The cost for the construction of the building to house the headquarters of Top Kinisis Travel Ltd. is CYP 800.000 plus VAT. The price will be paid as follows:
1) CYP 250.000 upon transfer of the land in the name of the company.
2) The remaining CYP 550.000 will include CYP 50.000 deposit and the remainder according to the progress of the construction works.
Top Kinisis Travel will have the right if it so wishes and at its discretion, to pay in shares of the company not exceeding 80% of the remainder of CYP 550.000, always subject to approval of a special resolution by an extraordinary general meeting. By the acquisition, Top Kinisis Travel Ltd. will consolidate and secure its operations without the burden of rents, in line with its policies.
Concerning the aforementioned acquisitions, no contracts have been made concerning Directors of Top Kinisis Travel Ltd. as a result of the above acquisitions of the said companies. The implementation of the above is subject to the approval for issuance of the said shares to the companies concerned by an extraordinary general meeting of the company. 10-year contracts have been signed concerning directors of the companies acquired.
The above acquisitions are expected bring a positive effect to results of Top Kinisis Travel Ltd. for the year 2001.
