Orphanides: Final results 2007 – AGM & EGM for capital and amendment of Art. of Association on 25/6
24/4/2008 10:01
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 announces that:
At the meeting held on April 23, 2008 at the Company’s Head Office, the Board of Directors decided the following:
1. Final results 2007
The Board of Directors examined and approved the final results for the year ended December 31, 2007. The net profit for 2007 stands at £1,060,608. The results are attached. Copies will be available at the Company’s Head Office, 20-22 Yiannou Kranidioti Avenue, Larnaca.
2. Dividend
The Board of Directors will not propose the payment of a dividend due to the Company’s development projects.
3. AGM
The Annual General Meeting will take place on Wednesday, June 25, 2008 at 17.00 at Orphanides Mall in Nicosia.
4. EGM
Further to the previous announcement, the Board of Directors decided to hold an Extraordinary General Meeting on Wednesday, June 25, 2008 at 16.30 at Orphanides Mall in Nicosia to approve the following resolutions:
Special Resolution 1
That pursuant to N. 33(I)/2007 the share capital be converted as follows:
a) The nominal value of the share be converted from £0.20 to €0.34 after the rounding.
b) The nominal capital of the Company be converted from £25,000,000 divided into 125,000,000 ordinary shares of nominal value £0.20 to €42,500,000 divided into 125,000,000 ordinary shares of nominal value €0.34 and the issued share capital of the Company be converted from £16,193,245 divided into 80,966,225 ordinary shares of nominal value £0.20 each to €27,528,516.50 divided into 80,966,225 ordinary shares of nominal value €0.34 each.
The reduction by £139,251.08 be registered in a special reserve, which will be called “Difference from conversion of share capital into euros”.
Note: The redenomination is carried out on the nominal value of the share and not on the total share capital. The redenomination from Cyprus pounds in euros is carried out with the division of the sum in Cyprus pounds with the irrevocable conversion price determined on July 10, 2007 and stands at 0.585274 using the six decimals. The amount in euros is rounded in two decimals.
Special Resolution 2
That the following Regulations of the Articles of Association be amended as follows:
1. Regulation 12. That the sum of £1.00 me3ntione din this Regulation be replaced by the sum of €1.71.
2. Regulation 29(a): That the sum of £1.00 mentioned in this Regulation be replaced with the sum of €1.71
3. Regulation 32: That the sum of £1.00 mentioned in the Regulation be replaced with the sum of €1.71”
5. Renewal of lease contracts for the Head Office in Larnaca
The Board of Directors decided to renew the lease contracts for the flats that the Company has leased from Mr. Christos Orphanides, next two the Company’s Head Office that is already used to serve its needs. The total rent stand at €6,359 per month, which is 10% lower that the estimated lease value after an independent valuation. The period of lease starts from May 1, 2008 for the period of 12 years with a right for renewal for 12 years more. The tenant will be entitled to 85 increases every two years.
At the meeting held on April 23, 2008 at the Company’s Head Office, the Board of Directors decided the following:
1. Final results 2007
The Board of Directors examined and approved the final results for the year ended December 31, 2007. The net profit for 2007 stands at £1,060,608. The results are attached. Copies will be available at the Company’s Head Office, 20-22 Yiannou Kranidioti Avenue, Larnaca.
2. Dividend
The Board of Directors will not propose the payment of a dividend due to the Company’s development projects.
3. AGM
The Annual General Meeting will take place on Wednesday, June 25, 2008 at 17.00 at Orphanides Mall in Nicosia.
4. EGM
Further to the previous announcement, the Board of Directors decided to hold an Extraordinary General Meeting on Wednesday, June 25, 2008 at 16.30 at Orphanides Mall in Nicosia to approve the following resolutions:
Special Resolution 1
That pursuant to N. 33(I)/2007 the share capital be converted as follows:
a) The nominal value of the share be converted from £0.20 to €0.34 after the rounding.
b) The nominal capital of the Company be converted from £25,000,000 divided into 125,000,000 ordinary shares of nominal value £0.20 to €42,500,000 divided into 125,000,000 ordinary shares of nominal value €0.34 and the issued share capital of the Company be converted from £16,193,245 divided into 80,966,225 ordinary shares of nominal value £0.20 each to €27,528,516.50 divided into 80,966,225 ordinary shares of nominal value €0.34 each.
The reduction by £139,251.08 be registered in a special reserve, which will be called “Difference from conversion of share capital into euros”.
Note: The redenomination is carried out on the nominal value of the share and not on the total share capital. The redenomination from Cyprus pounds in euros is carried out with the division of the sum in Cyprus pounds with the irrevocable conversion price determined on July 10, 2007 and stands at 0.585274 using the six decimals. The amount in euros is rounded in two decimals.
Special Resolution 2
That the following Regulations of the Articles of Association be amended as follows:
1. Regulation 12. That the sum of £1.00 me3ntione din this Regulation be replaced by the sum of €1.71.
2. Regulation 29(a): That the sum of £1.00 mentioned in this Regulation be replaced with the sum of €1.71
3. Regulation 32: That the sum of £1.00 mentioned in the Regulation be replaced with the sum of €1.71”
5. Renewal of lease contracts for the Head Office in Larnaca
The Board of Directors decided to renew the lease contracts for the flats that the Company has leased from Mr. Christos Orphanides, next two the Company’s Head Office that is already used to serve its needs. The total rent stand at €6,359 per month, which is 10% lower that the estimated lease value after an independent valuation. The period of lease starts from May 1, 2008 for the period of 12 years with a right for renewal for 12 years more. The tenant will be entitled to 85 increases every two years.
