Orphanides: Final results 2010 – AGM and EGM on 23/6 for amendment of Art. Of Association – Issue of Bond of €20m
20/4/2011 8:37
Pursuant to the CSE and SEC Regulations and in order to fully inform the shareholders and the investing public in general, the Board of Directors of Orphanides Public Company Limited announces that:
At the meeting held on Tuesday, April 19, 2011 at the Company’s Head Office, the Board of Directors decided the following:
1. Annual Report/Final results 2010
The Board of Directors examined and approved the issue of the Annual Report for 2010, which comprises of the Directors’ Report, the Corporate Governance Report, the Auditors’ Report and the financial statements for 2010. The net profit of the Group for 2010 stands at €3,328,310 (2009: profit of €3,816,631).
The full text of the Annual Report for 2010, including the Corporate Governance Report, the Directors’ Report, the Auditors’ Report and the financial statements for the year ended December 31, 2010 will not be posted to the shareholders and will be available free of charge at the Investor Liaison Officer: LBS Lakoufis Business Services Ltd, 22bEvanthis, 1507, Nicosia (tel. 22775000/email: [email protected]) or the Company’s Head Office, 20-22 Yiannou Kranidioti, Larnaca (tel. 24846000 or email: [email protected]). The information mentioned in paragraph (4) of article 127A of the Companies’ Law Chapter 113 will be available at the Company’s website, www.orphanides.com.cy.
2. Annual General Meeting
The Annual General Meeting will take place on Thursday, June 23, 2011 at 17.00 at Orphanides Mall in Nicosia.
3. Extraordinary General Meeting (Amendment of Articles of Association)
The Board of Directors decided to hold an Extraordinary General Meeting prior to the AGM on June 23, 2011 to approve resolutions on the amendment of the regulations of the Articles of Association with the addition of new provisions for the disposal of documents to the Company’s members with electronic means, pursuant to the new provisions of the Companies’ Law Chapter 113.
4. Issue of Bond
The Board of Directors decided to issue a bond of €20,000,000 of five-year duration, stable rate of 6.25% (per annum) and it will bear a guarantee of interest and capital payment by Marfin Popular Bank Public Co Ltd. The issue aims to boost the Company’s capital base.
The disposal of the Bond will be carried out via a private placement on the basis of a confidential informative memorandum, which will be nominal and numbered and will address exclusively to persons who will submit an application for at least €50,000 each. The disposal of the Bond does not fall under the provisions of the Public Offering and Prospectus Law 2005 since it is carried out on the basis of article 4(3)(d) of the law, which provides that there is no obligation to publish a prospectus in cases of offer of movable securities for the acquisition of which the payment of at least €50,000 per investor is required.
Following the issue of the Bond, the Company will take all necessary measures for the listing of the Bond in the CSE, which will include the preparation and approval of a Prospectus by the SEC and the application for the listing of new securities by the CSE. The Company has appointed Marfin CLR (Financial Services) Ltd as Issue Manager.
At the meeting held on Tuesday, April 19, 2011 at the Company’s Head Office, the Board of Directors decided the following:
1. Annual Report/Final results 2010
The Board of Directors examined and approved the issue of the Annual Report for 2010, which comprises of the Directors’ Report, the Corporate Governance Report, the Auditors’ Report and the financial statements for 2010. The net profit of the Group for 2010 stands at €3,328,310 (2009: profit of €3,816,631).
The full text of the Annual Report for 2010, including the Corporate Governance Report, the Directors’ Report, the Auditors’ Report and the financial statements for the year ended December 31, 2010 will not be posted to the shareholders and will be available free of charge at the Investor Liaison Officer: LBS Lakoufis Business Services Ltd, 22bEvanthis, 1507, Nicosia (tel. 22775000/email: [email protected]) or the Company’s Head Office, 20-22 Yiannou Kranidioti, Larnaca (tel. 24846000 or email: [email protected]). The information mentioned in paragraph (4) of article 127A of the Companies’ Law Chapter 113 will be available at the Company’s website, www.orphanides.com.cy.
2. Annual General Meeting
The Annual General Meeting will take place on Thursday, June 23, 2011 at 17.00 at Orphanides Mall in Nicosia.
3. Extraordinary General Meeting (Amendment of Articles of Association)
The Board of Directors decided to hold an Extraordinary General Meeting prior to the AGM on June 23, 2011 to approve resolutions on the amendment of the regulations of the Articles of Association with the addition of new provisions for the disposal of documents to the Company’s members with electronic means, pursuant to the new provisions of the Companies’ Law Chapter 113.
4. Issue of Bond
The Board of Directors decided to issue a bond of €20,000,000 of five-year duration, stable rate of 6.25% (per annum) and it will bear a guarantee of interest and capital payment by Marfin Popular Bank Public Co Ltd. The issue aims to boost the Company’s capital base.
The disposal of the Bond will be carried out via a private placement on the basis of a confidential informative memorandum, which will be nominal and numbered and will address exclusively to persons who will submit an application for at least €50,000 each. The disposal of the Bond does not fall under the provisions of the Public Offering and Prospectus Law 2005 since it is carried out on the basis of article 4(3)(d) of the law, which provides that there is no obligation to publish a prospectus in cases of offer of movable securities for the acquisition of which the payment of at least €50,000 per investor is required.
Following the issue of the Bond, the Company will take all necessary measures for the listing of the Bond in the CSE, which will include the preparation and approval of a Prospectus by the SEC and the application for the listing of new securities by the CSE. The Company has appointed Marfin CLR (Financial Services) Ltd as Issue Manager.
