Andreas Petsas: Annual Bulletin for the period 01.01.07 – 24.05.08
27/5/2008 12:05
This Bulletin is released pursuant to article 17 of Law N114(I)/2005 of the European Directive 2003/71EK and covers the period from January 1, 2007 to May 24, 2008.
The Board of Directors of Andreas Petsas and Sons Public Ltd held 7 meetings and ended up with decisions which were released to the CSE and the SEC.
1. On February 27, 2007, the Board of Directors examined issues resulting from the previous meeting of October 16, 2006, the EGM on December 1, 2006 on the non-adoption of the changes/additions to the 2nd issue of the corporate governance code and the transfer of titles to the Alternative Market. It also examined the indicative results for the year ended December 31, 2006.
2. On April 30, 2007, the Board of Directors approved the final results 2006 and set the date for the AGM on June 5, 2007.
3. The AGM to take place on June 5, 2005 will deal with:
a. Approval of profit and loss account and balance sheet for the year ended 31.12.06.
b. No final dividend will be paid to the shareholders.
c. The remuneration of Board members will remain the same as in 2006.
d. Reappointment of Deloitte & Touche as auditors and authorization of the Board of Directors to set their remuneration.
e. Reelection of Christakis Petsas and Lambros Pelekanos as Board members pursuant to the rotation process.
4. On August 29, 2007, the Board of Directors examined and approved the six-month results for the period ended June 30, 2007 and decided to pay an interim dividend of 6.50%.
5. On September 19, 2007, Christakis Petsas, Michalakis Petsas, Irene Kalli and Zoi Petsa applied to the SEC for an exemption from the obligation to submit a PO for the acquisition of up to 90% minus 1 share of Andreas Petsas and Sons Public Ltd.
6. On October 4, 2007, the SEC rejected the application above.
7. On October 29, 2007, Christakis Petsas, Michalakis Petsas and Irene Kalli announce to the CSE and the SEC their final decision to submit a PO for the acquisition of 100% of the issued share capital of Andreas Petsas and Sons Public Ltd. Copies have been posted to the Board members.
8. Christakis Petsas, Michalakis Petsas and Irene Kalli announce to the Managers of the district offices of Andreas Petsas and Sons (Larnaca, Ayia Napa, Limassol and Paphos) their final decision to submit a Public Offer for the acquisition of up to 100% of the Company’s issued capital.
9. On November 23, 2007, the SEC approved the PO Document of Christakis Petsas, Michael Petsas and Irene Kalli for the acquisition of up to 100% of the issued share capital of Andreas Petsas and Sons.
10. On November 23, 2007, Laiki Investment Company was assigned to evaluate the PO for the acquisition of 100% of the issued share capital of Company. The report of Laiki Investments was submitted on December 7, 2007.
11. The independent Board members held a meeting on December 14, 2007 and approved the conclusions of the independent experts’ report.
12. On January 8, 2008, the Company released an announcement to the CSE and the SEC on the Offeror’s stake in the share capital of the Company after the PO. The stake reached 92.13%.
13. On April 9, 2008, the CSE informed Andreas Petsas and Sons on its decision to forward the issue to the CSE Council for the possible transfer of the Company to the Special Characteristics Market for the period of 6 months. The Company is urged to express its view in writing.
14. On April 10, 2008, the Board of Directors replied that the Company is still in the progress of finalizing the right to exit allocated to the shareholders who have not accepted the PO. As a result, the BoD will take decisions after the completion of the procedure.
15. On April 18, 2008, the CSE informed the Company that its titles were transferred from the Alternative Market to the Special Characteristics Market for the period of 6 months from April 23, 2008.
16. On April 30, 2008, the Board of Directors examined and approved the audited results for the year ended December 31, 2007 and set the date for the AGM and EGM to take place on June 9, 2008. The EGM will approve an ordinary resolution on the Law on the Adoption of the Euro 2007 from January 1, 2008 and the redenomination of the share capital, the issued capital and the Company’s shares from CYP to euros.
17. On May 22, 2008, the Board of Directors examined and approved the First Interim Management Statement for the period from January 1 to May 22, 2008.
The Board of Directors of Andreas Petsas and Sons Public Ltd held 7 meetings and ended up with decisions which were released to the CSE and the SEC.
1. On February 27, 2007, the Board of Directors examined issues resulting from the previous meeting of October 16, 2006, the EGM on December 1, 2006 on the non-adoption of the changes/additions to the 2nd issue of the corporate governance code and the transfer of titles to the Alternative Market. It also examined the indicative results for the year ended December 31, 2006.
2. On April 30, 2007, the Board of Directors approved the final results 2006 and set the date for the AGM on June 5, 2007.
3. The AGM to take place on June 5, 2005 will deal with:
a. Approval of profit and loss account and balance sheet for the year ended 31.12.06.
b. No final dividend will be paid to the shareholders.
c. The remuneration of Board members will remain the same as in 2006.
d. Reappointment of Deloitte & Touche as auditors and authorization of the Board of Directors to set their remuneration.
e. Reelection of Christakis Petsas and Lambros Pelekanos as Board members pursuant to the rotation process.
4. On August 29, 2007, the Board of Directors examined and approved the six-month results for the period ended June 30, 2007 and decided to pay an interim dividend of 6.50%.
5. On September 19, 2007, Christakis Petsas, Michalakis Petsas, Irene Kalli and Zoi Petsa applied to the SEC for an exemption from the obligation to submit a PO for the acquisition of up to 90% minus 1 share of Andreas Petsas and Sons Public Ltd.
6. On October 4, 2007, the SEC rejected the application above.
7. On October 29, 2007, Christakis Petsas, Michalakis Petsas and Irene Kalli announce to the CSE and the SEC their final decision to submit a PO for the acquisition of 100% of the issued share capital of Andreas Petsas and Sons Public Ltd. Copies have been posted to the Board members.
8. Christakis Petsas, Michalakis Petsas and Irene Kalli announce to the Managers of the district offices of Andreas Petsas and Sons (Larnaca, Ayia Napa, Limassol and Paphos) their final decision to submit a Public Offer for the acquisition of up to 100% of the Company’s issued capital.
9. On November 23, 2007, the SEC approved the PO Document of Christakis Petsas, Michael Petsas and Irene Kalli for the acquisition of up to 100% of the issued share capital of Andreas Petsas and Sons.
10. On November 23, 2007, Laiki Investment Company was assigned to evaluate the PO for the acquisition of 100% of the issued share capital of Company. The report of Laiki Investments was submitted on December 7, 2007.
11. The independent Board members held a meeting on December 14, 2007 and approved the conclusions of the independent experts’ report.
12. On January 8, 2008, the Company released an announcement to the CSE and the SEC on the Offeror’s stake in the share capital of the Company after the PO. The stake reached 92.13%.
13. On April 9, 2008, the CSE informed Andreas Petsas and Sons on its decision to forward the issue to the CSE Council for the possible transfer of the Company to the Special Characteristics Market for the period of 6 months. The Company is urged to express its view in writing.
14. On April 10, 2008, the Board of Directors replied that the Company is still in the progress of finalizing the right to exit allocated to the shareholders who have not accepted the PO. As a result, the BoD will take decisions after the completion of the procedure.
15. On April 18, 2008, the CSE informed the Company that its titles were transferred from the Alternative Market to the Special Characteristics Market for the period of 6 months from April 23, 2008.
16. On April 30, 2008, the Board of Directors examined and approved the audited results for the year ended December 31, 2007 and set the date for the AGM and EGM to take place on June 9, 2008. The EGM will approve an ordinary resolution on the Law on the Adoption of the Euro 2007 from January 1, 2008 and the redenomination of the share capital, the issued capital and the Company’s shares from CYP to euros.
17. On May 22, 2008, the Board of Directors examined and approved the First Interim Management Statement for the period from January 1 to May 22, 2008.
