Astra: PO by Buziba is fair
9/1/2008 9:31
Subject: Opinion of the Board of Directors on the Public Offer of Buziba Ltd for the acquisition of up to 100% of the share capital of Astra Self Drive Cars Public Ltd.
Pursuant to article 32(2) of the Public Offering Law 2007, at the meeting held on January 8, 2008 the Board of Directors of Astra Self Drive Cars Public Ltd prepared a report which expresses its opinion on the public offer of Buziba Ltd for the acquisition of up to 100% of the share capital of Astra Self Drive Cars Public Ltd.
The opinion of the Board of Directors is set below. The opinion of the Board of Directors and the independent expert’s report will be available during the period of acceptance at the Company’s office, 2 Iroon, Ayios Andreas, 1703 Nicosia.
The opinion together with the evaluation report of Laiki Investment EPEY Public Company Ltd will be posted to the shareholders on January 14, 2008.
Opinion of the Board of Directors of Astra Self Drive Cars Public Limited on the Public Offer of Buziba Ltd for the acquisition of up to 100% of the share capital of Astra Self Drive Cars Public Limited with a proposed consideration equal to €0.25 (£0.1463) per share cash
Date of document: January 8, 2008
At the meeting held on January 8, 2008, the Board of Directors of Astra Self Drive Cars Public Limited examined the Public Offer of Buziba Ltd for the acquisition of 100% of the share capital of Astra with a proposed consideration equal to €0.25 per share, which will be paid cash.
Pursuant to article 33(2) of the Public Offering Law 2007, the Board of Directors must prepare a report on its opinion with regard to the Public Offer. The report is announced to the CSE and the SEC and will be posted to all shareholders.
Pursuant to the Law, the Board of Directors has appointed Laiki Investment EPEY Public Company Ltd as independent expert for the preparation of a report on its opinion with regard to the proposed consideration and the calculation basis used for the determination of the consideration.
The current document and the evaluation report will be available during the period of acceptance at the Company’s registered office, 2 Iroon, Ayios Andreas, 1703 Nicosia.
Public Offer
On November 12, 2007, Buziba Ltd announced its final decision to submit a Public Offer for the acquisition of up to 100% of the share capital of Astra. The Public Offer Document was approved by the SEC on December 11, 2007. The consideration offered to the shareholders of Astra stands at €0.25 per share.
It is noted that the Offeror does not hold shares directly. It holds 21,132,912 shares (69.84%) indirectly via Messrs. Andreas Kontos and Christos Kontos as persons acting in agreement with the Offeror. Messrs. Andreas Kontos and Christos Kontos are shareholders of Buziba and major shareholders and Board members of Astra. Mr. Andreas Kontos holds directly 10,158,730 shares and indirectly 2,033,109 shares via his sons, Constantinos and Vasilis Kontos. Mr. Christos Kontos holds 8,941,073 shares of Astra.
After examining the Public Offer Document, the Board of Directors took into account the shareholders’ interest, the aims and intentions of the Offeror and the independent expert’s report.
The Board of Directors took into account the following:
1. The average closing price of the share during the period of 1 day, 1 month, 3 months, 6 months, 9 months and 12 months prior to the announcement on the final decision to submit a Public Offer. Pursuant to the proposed consideration of €0.25, the goodwill resulting stands at 31.58%, 55.04%, 37.80%, 45.19%, 49.79% and 54.71% respectively.
2. The marketability of the share in the CSE during the period of 1 day, 1 month, 3 months, 6 months, 9 months and 12 months prior to the announcement on the final decision to submit a Public Offer.
3. The net asset value as at 31/12/2006 and 31/6/2007, which stood at €0.068 and €0.037 per share respectively.
4. The aims and intentions of the Offeror as mentioned in the Public Offer Document and cited below.
“With the acquisition of 100% of the share capital of Astra, Buziba Ltd intends to continue its main activities in the sector of car rental and the lease of buildings, giving the opportunity to the shareholders who will accept the Public Offer to be released from their investment since its shares will have a low marketability with satisfactory consideration in relation to the trading price and the net asset value.
The Offeror’s intentions are as follows:
(a) Astra has 63 employees. With the acquisition of 100% of the Company, the Offeror does not intend to change its staff.
(b) The Offeror does not intend to change the composition of the Board of Directors of Astra at the current stage.
(c) The Offeror does not intend to allocate any special benefits to the members of the Board of Directors of Astra. There is no proposal entailing the payment or the granting of a benefit to any Board member or employee of Astra as a consideration for the loss of his position.
(d) The Offeror does not intend to change the Articles of Association.
(e) The Offeror does not intend to change the use of assets of Astra. Its assets will continue to be used in the exercise of its ordinary activities.
(f) In case that Buziba Ltd acquires more than 90% of the shares of Astra, it intends to exercise a squeeze out so as to acquire 1005 of the shares, pursuant to article 36 of the Law. In that case, the Offeror intends to convert Astra into a private company and to apply for its delisting from the CSE. The stake of 90% in Astra shares corresponds to 27,232,155 shares”.
“With regard to the minimum dispersion criteria in the Alternative Market, the article 3.4.1 (c) of the Regulatory Administrative Act 596/2005 published in the Gazette on December 30, 2005 says that “at least 10% of the shares recommended for listing are held by the public and by at least 100 natural or legal persons and no shareholder controls directly or indirectly a percentage larger than 75% that after the Council’s decision in case of a newcomer issuer or issuer to which a Public Offer has been submitted recently it might be allowed to reach up to 90%”.
In case that at the finalization of the Public Offer the aforementioned criteria are not observed, the CSE will be able to delist Astra from the CSE”.
6. The irrevocable commitment of Messrs. Andrea, Christos, Constantinos and Vasilis Kontos, who hold 69.84% of the Company that they will accept the Public Offer.
Independent expert’s report
The independent expert’s report includes:
(i) The opinion of Laiki Investment whether the proposed consideration is fair and reasonable and,
(ii) The opinion of Laiki Investment on the calculation basis used for the determination of the proposed consideration.
Laiki Investment believes that:
1. The calculation basis used for the determination of the proposed consideration, that is, the closing price of the share of Astra on November 9, 2007 and the net asset value taking into account the closing price during the 12 months prior to the announcement of the Public Offer as well as the marketability of the share, is suitable.
2. The proposed consideration of €0.25 per share is fair and reasonable”.
Opinion of the Board of Directors
At a meeting held on January 8, 2008, the Board of Directors examined the independent expert’s report and decided to adopt its opinion and to propose to the shareholders to accept the Public Offer of Buziba Ltd.
It is noted that Messrs. Andreas Kontos and Christos Kontos (as persons acting in agreement with the Offeror) and Messrs. Constantinos Chr. Kontos and Constantinos A. Kontos (due to their relation with the persons above) did not participate in the decision taking.
Declarations
The remaining members of the Board of Directors declare that they do not act in agreement with the Offeror and they are not aware of any other agreements with regard to the exercise of voting rights except for the irrevocable commitments of Messrs. Andreas, Christos, Constantinos and Vasilis Kontos for the acceptance of the Public Offer. They are also not aware of any other agreements between Astra or its Directors or the persons acting in agreement with them and the Offeror or its Directors or the persons acting in agreement with them.
Messrs. Costas Paschalis, Savvas Pasioulis and Gaston Hadjianastasiou, who hold shares in the Company, declare that they will accept the Public Offer.
Pursuant to article 32(2) of the Public Offering Law 2007, at the meeting held on January 8, 2008 the Board of Directors of Astra Self Drive Cars Public Ltd prepared a report which expresses its opinion on the public offer of Buziba Ltd for the acquisition of up to 100% of the share capital of Astra Self Drive Cars Public Ltd.
The opinion of the Board of Directors is set below. The opinion of the Board of Directors and the independent expert’s report will be available during the period of acceptance at the Company’s office, 2 Iroon, Ayios Andreas, 1703 Nicosia.
The opinion together with the evaluation report of Laiki Investment EPEY Public Company Ltd will be posted to the shareholders on January 14, 2008.
Opinion of the Board of Directors of Astra Self Drive Cars Public Limited on the Public Offer of Buziba Ltd for the acquisition of up to 100% of the share capital of Astra Self Drive Cars Public Limited with a proposed consideration equal to €0.25 (£0.1463) per share cash
Date of document: January 8, 2008
At the meeting held on January 8, 2008, the Board of Directors of Astra Self Drive Cars Public Limited examined the Public Offer of Buziba Ltd for the acquisition of 100% of the share capital of Astra with a proposed consideration equal to €0.25 per share, which will be paid cash.
Pursuant to article 33(2) of the Public Offering Law 2007, the Board of Directors must prepare a report on its opinion with regard to the Public Offer. The report is announced to the CSE and the SEC and will be posted to all shareholders.
Pursuant to the Law, the Board of Directors has appointed Laiki Investment EPEY Public Company Ltd as independent expert for the preparation of a report on its opinion with regard to the proposed consideration and the calculation basis used for the determination of the consideration.
The current document and the evaluation report will be available during the period of acceptance at the Company’s registered office, 2 Iroon, Ayios Andreas, 1703 Nicosia.
Public Offer
On November 12, 2007, Buziba Ltd announced its final decision to submit a Public Offer for the acquisition of up to 100% of the share capital of Astra. The Public Offer Document was approved by the SEC on December 11, 2007. The consideration offered to the shareholders of Astra stands at €0.25 per share.
It is noted that the Offeror does not hold shares directly. It holds 21,132,912 shares (69.84%) indirectly via Messrs. Andreas Kontos and Christos Kontos as persons acting in agreement with the Offeror. Messrs. Andreas Kontos and Christos Kontos are shareholders of Buziba and major shareholders and Board members of Astra. Mr. Andreas Kontos holds directly 10,158,730 shares and indirectly 2,033,109 shares via his sons, Constantinos and Vasilis Kontos. Mr. Christos Kontos holds 8,941,073 shares of Astra.
After examining the Public Offer Document, the Board of Directors took into account the shareholders’ interest, the aims and intentions of the Offeror and the independent expert’s report.
The Board of Directors took into account the following:
1. The average closing price of the share during the period of 1 day, 1 month, 3 months, 6 months, 9 months and 12 months prior to the announcement on the final decision to submit a Public Offer. Pursuant to the proposed consideration of €0.25, the goodwill resulting stands at 31.58%, 55.04%, 37.80%, 45.19%, 49.79% and 54.71% respectively.
2. The marketability of the share in the CSE during the period of 1 day, 1 month, 3 months, 6 months, 9 months and 12 months prior to the announcement on the final decision to submit a Public Offer.
3. The net asset value as at 31/12/2006 and 31/6/2007, which stood at €0.068 and €0.037 per share respectively.
4. The aims and intentions of the Offeror as mentioned in the Public Offer Document and cited below.
“With the acquisition of 100% of the share capital of Astra, Buziba Ltd intends to continue its main activities in the sector of car rental and the lease of buildings, giving the opportunity to the shareholders who will accept the Public Offer to be released from their investment since its shares will have a low marketability with satisfactory consideration in relation to the trading price and the net asset value.
The Offeror’s intentions are as follows:
(a) Astra has 63 employees. With the acquisition of 100% of the Company, the Offeror does not intend to change its staff.
(b) The Offeror does not intend to change the composition of the Board of Directors of Astra at the current stage.
(c) The Offeror does not intend to allocate any special benefits to the members of the Board of Directors of Astra. There is no proposal entailing the payment or the granting of a benefit to any Board member or employee of Astra as a consideration for the loss of his position.
(d) The Offeror does not intend to change the Articles of Association.
(e) The Offeror does not intend to change the use of assets of Astra. Its assets will continue to be used in the exercise of its ordinary activities.
(f) In case that Buziba Ltd acquires more than 90% of the shares of Astra, it intends to exercise a squeeze out so as to acquire 1005 of the shares, pursuant to article 36 of the Law. In that case, the Offeror intends to convert Astra into a private company and to apply for its delisting from the CSE. The stake of 90% in Astra shares corresponds to 27,232,155 shares”.
“With regard to the minimum dispersion criteria in the Alternative Market, the article 3.4.1 (c) of the Regulatory Administrative Act 596/2005 published in the Gazette on December 30, 2005 says that “at least 10% of the shares recommended for listing are held by the public and by at least 100 natural or legal persons and no shareholder controls directly or indirectly a percentage larger than 75% that after the Council’s decision in case of a newcomer issuer or issuer to which a Public Offer has been submitted recently it might be allowed to reach up to 90%”.
In case that at the finalization of the Public Offer the aforementioned criteria are not observed, the CSE will be able to delist Astra from the CSE”.
6. The irrevocable commitment of Messrs. Andrea, Christos, Constantinos and Vasilis Kontos, who hold 69.84% of the Company that they will accept the Public Offer.
Independent expert’s report
The independent expert’s report includes:
(i) The opinion of Laiki Investment whether the proposed consideration is fair and reasonable and,
(ii) The opinion of Laiki Investment on the calculation basis used for the determination of the proposed consideration.
Laiki Investment believes that:
1. The calculation basis used for the determination of the proposed consideration, that is, the closing price of the share of Astra on November 9, 2007 and the net asset value taking into account the closing price during the 12 months prior to the announcement of the Public Offer as well as the marketability of the share, is suitable.
2. The proposed consideration of €0.25 per share is fair and reasonable”.
Opinion of the Board of Directors
At a meeting held on January 8, 2008, the Board of Directors examined the independent expert’s report and decided to adopt its opinion and to propose to the shareholders to accept the Public Offer of Buziba Ltd.
It is noted that Messrs. Andreas Kontos and Christos Kontos (as persons acting in agreement with the Offeror) and Messrs. Constantinos Chr. Kontos and Constantinos A. Kontos (due to their relation with the persons above) did not participate in the decision taking.
Declarations
The remaining members of the Board of Directors declare that they do not act in agreement with the Offeror and they are not aware of any other agreements with regard to the exercise of voting rights except for the irrevocable commitments of Messrs. Andreas, Christos, Constantinos and Vasilis Kontos for the acceptance of the Public Offer. They are also not aware of any other agreements between Astra or its Directors or the persons acting in agreement with them and the Offeror or its Directors or the persons acting in agreement with them.
Messrs. Costas Paschalis, Savvas Pasioulis and Gaston Hadjianastasiou, who hold shares in the Company, declare that they will accept the Public Offer.
