We wish to inform the shareholders of Confine Investments Public Ltd that at the meeting held on Tuesday, March 29, 2005, the Board of Directors examined the Public Offer of CLR Capital Public Ltd for the acquisition of up to 100% of the issued share capital of Confine Investments Public Ltd, offering 5 cents cash for every fully paid share of the Company.
This announcement has been prepared pursuant to the CSE Regulations 1997 (Public Offer for Acquisition or Purchase of Titles and Merger of Companies Listed in the CSE) in order to publicize the opinion of the Board of Directors on the public offer.
The Board of Directors of Confine Investments Public Ltd has on its disposal a report by the independent audit firm HLB Afxentiou & Partners, which states that “we believe that the proposed consideration offered to the shareholders of Confine is not fair and reasonable. We also believe that the calculation base used for the consideration – despite the fact that it is an acceptable method – does not reflect fully the prevailing conditions in the CSE after 2000 in relation to the marketability of the share”.
After examining the provisions of the Public Offer document, the report of HLB Afxentiou & Partners, the financial statements and the prospects of the Company, the Board of Directors decided the following:
(a) The Board of Directors believes that the proposed consideration offered to the Company’s shareholders is far off the net asset value.
(b) The public offer is not advantageous for the shareholders of Confine Investments Public Ltd since it is not made on the net asset value of Confine, which stood at 14.2 cents as at December 31, 2004, taking into account the indicative results for 2004. Moreover, the proposed consideration is only 5 cents for every issued share of Confine.
(c) According to the report of the independent audit firm the shares in the CSE face liquidity problems. The shareholders of Confine will have the opportunity to disengage from their investments. Given that a large part of the portfolio of Confine consists of shares listed in the CSE, the liquidity of shares in the portfolio of Confine Investments will become more difficult.
The Board of Directors would like to clarify that they have not acted in agreement with CLR Capital Public Ltd and they are not aware of any other agreements concerning the exercise of voting rights. Despite the fact that Mr. Akis Michaelides did not act in agreement with CLR Capital Public Ltd, we would like to announce that he is a member of the Board of Directors of Empire Capital Investments Public Ltd, which is associated with CLR Group.
The members of the Board of Directors of Confine Investments Public Ltd do not hold shares of the Company.
The Board of Directors of Confine also clarifies that the final decision for the acceptance or not of the public offer will be taken by the shareholders of the Company.
The announcement will be published in newspapers “Politis” and “Xpress Economiki” on Wednesday, March 30, 2005 and copies will be available at the Company’s registered office, 44 Kallipoleos, 3rd floor, 1071 Nicosia.
This announcement has been prepared pursuant to the CSE Regulations 1997 (Public Offer for Acquisition or Purchase of Titles and Merger of Companies Listed in the CSE) in order to publicize the opinion of the Board of Directors on the public offer.
The Board of Directors of Confine Investments Public Ltd has on its disposal a report by the independent audit firm HLB Afxentiou & Partners, which states that “we believe that the proposed consideration offered to the shareholders of Confine is not fair and reasonable. We also believe that the calculation base used for the consideration – despite the fact that it is an acceptable method – does not reflect fully the prevailing conditions in the CSE after 2000 in relation to the marketability of the share”.
After examining the provisions of the Public Offer document, the report of HLB Afxentiou & Partners, the financial statements and the prospects of the Company, the Board of Directors decided the following:
(a) The Board of Directors believes that the proposed consideration offered to the Company’s shareholders is far off the net asset value.
(b) The public offer is not advantageous for the shareholders of Confine Investments Public Ltd since it is not made on the net asset value of Confine, which stood at 14.2 cents as at December 31, 2004, taking into account the indicative results for 2004. Moreover, the proposed consideration is only 5 cents for every issued share of Confine.
(c) According to the report of the independent audit firm the shares in the CSE face liquidity problems. The shareholders of Confine will have the opportunity to disengage from their investments. Given that a large part of the portfolio of Confine consists of shares listed in the CSE, the liquidity of shares in the portfolio of Confine Investments will become more difficult.
The Board of Directors would like to clarify that they have not acted in agreement with CLR Capital Public Ltd and they are not aware of any other agreements concerning the exercise of voting rights. Despite the fact that Mr. Akis Michaelides did not act in agreement with CLR Capital Public Ltd, we would like to announce that he is a member of the Board of Directors of Empire Capital Investments Public Ltd, which is associated with CLR Group.
The members of the Board of Directors of Confine Investments Public Ltd do not hold shares of the Company.
The Board of Directors of Confine also clarifies that the final decision for the acceptance or not of the public offer will be taken by the shareholders of the Company.
The announcement will be published in newspapers “Politis” and “Xpress Economiki” on Wednesday, March 30, 2005 and copies will be available at the Company’s registered office, 44 Kallipoleos, 3rd floor, 1071 Nicosia.
Wednesday, 30 March, 2005 - 10:13