EVALUATION OF CONSIDERATION ON THE PUBLIC OFFER FROM EMPIRE CAPITAL INVESTMENTS LIMITED TO ALL THE SHAREHOLDERS OF PSD INVESTMENTS LIMITED
The Board of Directors of PSD Investments Limited has requested to examine the proposed consideration and state whether this is fair. Pursuant to the CSE Regulations 20(2) and 20(5) (Part VVI) (Public Offer for the acquisition or purchase of titles and merger of companies listed in the CSE), the Board of Directors of PSD Investments Limited must prepare a document, which will include the Report of the independent expert on the calculation base of the consideration and will state whether this is fair and reasonable.
Our Report concerns the results of the study on the evaluation of the Public Offer of Empire Capital Investments Limited for the acquisition of up to 100% of the issued share capital of PSD Investments Limited.
Pursuant to the Public Offer document, the proposed consideration is as follows:
For every 50 fully paid shares of PSD Investments Limited, 19 newly-issued shares of Empire Capital Investments Limited are offered.
The net asset value of the two shares as at June 30, 2004 was used as a base of the proposed consideration. The market value of the shares was not deemed a proper basis for the calculation of the consideration due to the lack of liquidity in the CSE. For this reason, the price of shares of PSD and Empire does not represent their real value.
In order to express our view on whether the aforementioned consideration is fair and reasonable, we have taken into account the following:
a) The net assets of PSD and Empire as at June 30, 2004 (date of calculation of consideration by Empire).
b) The stock market value of the shares of each of the two companies, as traded in the CSE.
c) The trading volume in stock exchange titles of the two companies trading in the CSE.
d) Other data granted by the Board of Directors.
e) The nature of the Companies’ operations and their possible prospects in the future.
Based on the above, we consider the proposed consideration as fair and reasonable.
This evaluation should not be regarded as an estimate in the value of titles of PSD Investments Limited and/or Empire Capital Investments Limited and is not an investment advice.
The Board of Directors of PSD Investments Limited has requested to examine the proposed consideration and state whether this is fair. Pursuant to the CSE Regulations 20(2) and 20(5) (Part VVI) (Public Offer for the acquisition or purchase of titles and merger of companies listed in the CSE), the Board of Directors of PSD Investments Limited must prepare a document, which will include the Report of the independent expert on the calculation base of the consideration and will state whether this is fair and reasonable.
Our Report concerns the results of the study on the evaluation of the Public Offer of Empire Capital Investments Limited for the acquisition of up to 100% of the issued share capital of PSD Investments Limited.
Pursuant to the Public Offer document, the proposed consideration is as follows:
For every 50 fully paid shares of PSD Investments Limited, 19 newly-issued shares of Empire Capital Investments Limited are offered.
The net asset value of the two shares as at June 30, 2004 was used as a base of the proposed consideration. The market value of the shares was not deemed a proper basis for the calculation of the consideration due to the lack of liquidity in the CSE. For this reason, the price of shares of PSD and Empire does not represent their real value.
In order to express our view on whether the aforementioned consideration is fair and reasonable, we have taken into account the following:
a) The net assets of PSD and Empire as at June 30, 2004 (date of calculation of consideration by Empire).
b) The stock market value of the shares of each of the two companies, as traded in the CSE.
c) The trading volume in stock exchange titles of the two companies trading in the CSE.
d) Other data granted by the Board of Directors.
e) The nature of the Companies’ operations and their possible prospects in the future.
Based on the above, we consider the proposed consideration as fair and reasonable.
This evaluation should not be regarded as an estimate in the value of titles of PSD Investments Limited and/or Empire Capital Investments Limited and is not an investment advice.
Tuesday, 17 August, 2004 - 11:11