Euroinvestment BoD and independent experts believe that PO by Piraeus Bank is fair
23/2/2006 11:50
At the meeting held on February 22, 2006, the Board of Directors of Euroinvestment & Finance Public Limited approved the “Report of the Board of Directors of Euroinvestment & Finance Public Limited to the shareholders”, in which it expresses its opinion on the Public Offer.
Copies of the report will be available at the Company’s office, 20 Ayias Paraskevis, 2002, Nicosia (tel. 22 378 600) and the Company’s website www.eurocy.com. The report will be published in two national newspapers.
Report of the Board of Directors of Euroinvestment & Finance Public Limited to the Shareholders, pursuant to the provisions of Regulation 20 of the CSE Regulations 1997-2001 (Public Offer for Acquisition or Purchase of Titles and Merger of Companies Listed in the CSE), in relation to the Public Offer submitted by Piraeus Bank SA, published on February 9, 2006.
1. Obligation for submission of Public Offer
Following the completion of the increase in the capital of Euroinvestment & Finance Public Limited, pursuant to the Prospectus dated October 3, 2005, the participation of Piraeus Bank SA in the share capital of Euroinvestment & Finance Public Limited increased significantly and, having exceeded 70%, the Piraeus Bank SA is obliged to submit a Public Offer for the acquisition of the total shares of Euroinvestment & Finance Public Limited.
2. Announcement of intention for submission of Public Offer
On December 29, 2005, the Piraeus Bank SA announced its intention to submit an obligatory public offer for the acquisition of up to 100% of the issued share capital of Euroinvestment & Finance Public Limited, offering £0.25 cash as a consideration for every share of nominal value £0.10.
3. Publication of Public Offer Document by Piraeus Bank
On February 9, 2006, the Piraeus Bank SA published the Public Offer Document, according to which the deadline for the acceptance of the offer expires on March 21, 2006. The Public Offer Document will be available free of charge at the Company’s office, 20 Ayias Paraskevis, 2002 Nicosia (tel. 22 –378600), the Company’s website www.eurocy.com and CISCO’s offices, 4 Evrou, Eurolife House, Nicosia.
4. Obligation of Board of Directors of Euroinvestment
Pursuant to Regulation 20, the Board of Directors of Euroinvestment & Finance Public Limited must prepare a detailed document in order to express and explain its opinion on the Public Offer. Pursuant to 20(5)(b), when Piraeus Bank has the control of Euroinvestment, the report of the Board of Directors of Euroinvestment must include the report of an independent expert, a recognized auditor or CSE Member (Evaluation Report). The report contains the expert’s opinion (whether the proposed consideration is fair and reasonable and the calculation basis used for the determination of the consideration is reasonable). The Company has appointed HLB Afxentiou & Partners as an independent special expert for the preparation of the Evaluation Report.
5. Evaluation Report
On February 22, 2006, the Company received the Evaluation Report of HLB Afxentiou & Partners. HLB Afxentiou & Partners believes that the proposed consideration of 25 cents per share is fair and reasonable and the calculation basis used for the determination of the consideration is reasonable. It also believes that the stock market value of the shares of Euroinvestment in combination with the consolidated net asset value would be the most suitable basis for the evaluation of the proposed consideration, stressing that both the aforementioned methods end up with the same conclusion as to the fairness of the proposed consideration.
6. Statements of the Board of Directors
The Board of Directors of Euroinvestment & Finance Public Limited does not act in agreement with the Piraeus Bank and emphasizes that Board members Messrs. Michalis Kolakides, Stavros Lekkakos, Manasis Constantinides and Giorgos Papaioannou are officials of the Piraeus Bank, while Mr. Marios Savvides is an official of Euroinvestment & Finance Public Limited, which is subsidiary of the Piraeus Bank. The Board of Directors declares that it is aware of the fact that there are agreements for the disposal of the shares that have not been registered in the Company’s Share Register and that there are no other agreements with regard to the exercise of voting rights.
Board members Michalis Kolakides, Stavros Lekkakos, Manasis Constantinides, Giorgos Papaioannou, Marios Savvides and Marios Panayides declared that they do not hold shares of Euroinvestment. Board member, Nicos Siakolas, declared that the companies of Siakolas Group of Companies hold on his behalf 466,545 shares and they do not intend to accept the Offer. Mr. Nicos Siakolas also declared that CLR Stockbrokers Ltd holds the additional 300,000 shares, which although seem to be registered in the Company’s Register in the name of NK Siakolas (Holdings) Ltd, they do not belong to them since they were sold and all the relevant documents have been paid.
After examining the Public Offer Document and the Evaluation Report and taking into account
-The fact that during the recent issue of rights to the shareholders with an exercise price equal to the consideration offered, 99% of the rights that were offered (excluding those allocated to the Piraeus Bank) were not exercised by the shareholders
- The prices in which the Company’s share was trading in the past few months, before the announcement of the Piraeus Bank’s intention to submit a public offer
- The low marketability of Company’s shares in the CSE alternative market.
- The possible delisting of the Company’s shares from the CSE, if the regulations of dispersion are not kept.
- The fact that the Company’s results showed significant losses in 2003 and 2004 and marginal profits in 2005.
- The small presence of the Company in the Cyprus market and the problems that it confronts in the collection of loans allocated to shareholders for the acquisition of shares
the Board of Directors of Euroinvestment & Finance Public Limited adopted the independent expert’s opinion that the proposed consideration of 25 cents per share is fair and reasonable. The Board of Directors noted that the majority of the Board members are officials of the Piraeus Bank and emphasized that its opinion is not an urge to accept the Public Offer. The Board of Directors urges the shareholders to examine the documents and receive advice from experts before they decide whether they accept the offer or not.
Copies of the report will be available at the Company’s office, 20 Ayias Paraskevis, 2002, Nicosia (tel. 22 378 600) and the Company’s website www.eurocy.com. The report will be published in two national newspapers.
Report of the Board of Directors of Euroinvestment & Finance Public Limited to the Shareholders, pursuant to the provisions of Regulation 20 of the CSE Regulations 1997-2001 (Public Offer for Acquisition or Purchase of Titles and Merger of Companies Listed in the CSE), in relation to the Public Offer submitted by Piraeus Bank SA, published on February 9, 2006.
1. Obligation for submission of Public Offer
Following the completion of the increase in the capital of Euroinvestment & Finance Public Limited, pursuant to the Prospectus dated October 3, 2005, the participation of Piraeus Bank SA in the share capital of Euroinvestment & Finance Public Limited increased significantly and, having exceeded 70%, the Piraeus Bank SA is obliged to submit a Public Offer for the acquisition of the total shares of Euroinvestment & Finance Public Limited.
2. Announcement of intention for submission of Public Offer
On December 29, 2005, the Piraeus Bank SA announced its intention to submit an obligatory public offer for the acquisition of up to 100% of the issued share capital of Euroinvestment & Finance Public Limited, offering £0.25 cash as a consideration for every share of nominal value £0.10.
3. Publication of Public Offer Document by Piraeus Bank
On February 9, 2006, the Piraeus Bank SA published the Public Offer Document, according to which the deadline for the acceptance of the offer expires on March 21, 2006. The Public Offer Document will be available free of charge at the Company’s office, 20 Ayias Paraskevis, 2002 Nicosia (tel. 22 –378600), the Company’s website www.eurocy.com and CISCO’s offices, 4 Evrou, Eurolife House, Nicosia.
4. Obligation of Board of Directors of Euroinvestment
Pursuant to Regulation 20, the Board of Directors of Euroinvestment & Finance Public Limited must prepare a detailed document in order to express and explain its opinion on the Public Offer. Pursuant to 20(5)(b), when Piraeus Bank has the control of Euroinvestment, the report of the Board of Directors of Euroinvestment must include the report of an independent expert, a recognized auditor or CSE Member (Evaluation Report). The report contains the expert’s opinion (whether the proposed consideration is fair and reasonable and the calculation basis used for the determination of the consideration is reasonable). The Company has appointed HLB Afxentiou & Partners as an independent special expert for the preparation of the Evaluation Report.
5. Evaluation Report
On February 22, 2006, the Company received the Evaluation Report of HLB Afxentiou & Partners. HLB Afxentiou & Partners believes that the proposed consideration of 25 cents per share is fair and reasonable and the calculation basis used for the determination of the consideration is reasonable. It also believes that the stock market value of the shares of Euroinvestment in combination with the consolidated net asset value would be the most suitable basis for the evaluation of the proposed consideration, stressing that both the aforementioned methods end up with the same conclusion as to the fairness of the proposed consideration.
6. Statements of the Board of Directors
The Board of Directors of Euroinvestment & Finance Public Limited does not act in agreement with the Piraeus Bank and emphasizes that Board members Messrs. Michalis Kolakides, Stavros Lekkakos, Manasis Constantinides and Giorgos Papaioannou are officials of the Piraeus Bank, while Mr. Marios Savvides is an official of Euroinvestment & Finance Public Limited, which is subsidiary of the Piraeus Bank. The Board of Directors declares that it is aware of the fact that there are agreements for the disposal of the shares that have not been registered in the Company’s Share Register and that there are no other agreements with regard to the exercise of voting rights.
Board members Michalis Kolakides, Stavros Lekkakos, Manasis Constantinides, Giorgos Papaioannou, Marios Savvides and Marios Panayides declared that they do not hold shares of Euroinvestment. Board member, Nicos Siakolas, declared that the companies of Siakolas Group of Companies hold on his behalf 466,545 shares and they do not intend to accept the Offer. Mr. Nicos Siakolas also declared that CLR Stockbrokers Ltd holds the additional 300,000 shares, which although seem to be registered in the Company’s Register in the name of NK Siakolas (Holdings) Ltd, they do not belong to them since they were sold and all the relevant documents have been paid.
After examining the Public Offer Document and the Evaluation Report and taking into account
-The fact that during the recent issue of rights to the shareholders with an exercise price equal to the consideration offered, 99% of the rights that were offered (excluding those allocated to the Piraeus Bank) were not exercised by the shareholders
- The prices in which the Company’s share was trading in the past few months, before the announcement of the Piraeus Bank’s intention to submit a public offer
- The low marketability of Company’s shares in the CSE alternative market.
- The possible delisting of the Company’s shares from the CSE, if the regulations of dispersion are not kept.
- The fact that the Company’s results showed significant losses in 2003 and 2004 and marginal profits in 2005.
- The small presence of the Company in the Cyprus market and the problems that it confronts in the collection of loans allocated to shareholders for the acquisition of shares
the Board of Directors of Euroinvestment & Finance Public Limited adopted the independent expert’s opinion that the proposed consideration of 25 cents per share is fair and reasonable. The Board of Directors noted that the majority of the Board members are officials of the Piraeus Bank and emphasized that its opinion is not an urge to accept the Public Offer. The Board of Directors urges the shareholders to examine the documents and receive advice from experts before they decide whether they accept the offer or not.
