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Laiki Inv.: EGM on 18/9 for merger with CLR, share issue, name change, capital and amendment of Art. of Association

Pursuant to the CSE and SEC Regulations and in order to fully inform the shareholders and the investing public in general, Laiki Investment EPEY Public Company Limited announces that it will hold an Extraordinary General Meeting to examine the following resolutions:

1. Merger with CLR Capital Public Limited

We wish to inform you that the Nicosia District Court approved the application of Laiki Investment EPEY Public Company Limited (no. 481/2008) for the General Meetings of the shareholders and the creditors of the Company for the approval of the Restructuring and Merger Plan with CLR Capital Pubic Limited.

Extraordinary General Meeting

The Extraordinary General Meeting to take place on Thursday, September 18, 2008 after the AGM will approve the following special resolution:

Special Resolution 1

“Approval of the Restructuring and Merger Plan according to which CLR Capital Public Limited will be merged with the company and the total assets, activities, liabilities of CLR will be transferred and undertaken by the Company. The shareholders of CLR will become shareholders of the Company and CLR will be dissolved without liquidation”.

Given that the special resolution above will be approved, the EGM will approve the following special resolutions for the issue of new shares to the shareholders of CLR and the change of the Company’s name.

Special Resolution 2

“The issue of new shares of nominal value before the conversion of €0.20 each and allocation to the shareholders of CLR Capital Public Limited pursuant to the Restructuring and Merger Plan of CLR Capital Public Limited with the Company. The new shares that will be issued and allocated will not be offered in order of precedence to the shareholders of the Company”.

Special Resolution 3

“That the Company’s name change to Marfin CLR Public Co ltd”.

Special Resolutions 2 and 3 will not become effective unless the terms and conditions of the Restructuring and Merger Plan of CLR are met and this is confirmed with the relevant decision of the Board of Directors.

Within the next few days the Company will send the EGM notifications together with the explanatory report to all shareholders.

The EGM notification will be published in newspapers “Politis” and “Phileleftheros” on Monday, August 18, 2008.

Merger Documents available at the Company’s registered office

Copies of the following documents will be available at the Company’s registered office, 39 Evagorou Avenue, Ettita Court, 3rd floor, 1066 Nicosia:

a) The Restructuring and Merger Plan and the explanatory report.

b) The Annual Accounts and the relevant reports of the Company and CLR for 2005, 2006 and 2007.

c) The Interim Accounts and the Management Statements of the Company and CLR for the six months ended 30.6.2008.

d) Directors’ Reports of the Company and CLR.

e) Report – Evaluation of the independent experts BDO Philippides Ltd on the Plan.

The merger is subject to the necessary approvals by the competent authorities and the completion of the procedures based on the Companies’ Law Chapter 113 and the approval of the corresponding resolutions of CLR.

2. Redenomination of share capital

The Extraordinary General Meeting to take place on Thursday, September 18, 2008 will approve the following special resolutions for the redenomination of the share capital from Cyprus pounds in euros.

Special Resolution 1

“That pursuant to the provisions of the Adoption of the Euro Law 2007 on the redenomination of the share capital from January 1, 2008:
a) The Company’s share capital be redenominated from Cyprus pounds in euros.
b) The nominal value of the share be redenominated and reduced after the rounding from £0.20 to €0.34.
c) The nominal share capital of the Company be redenominated and reduced from £100,000,000 divided into 500,000,000 shares of nominal value £0.20 each to €170,000,000 divided into 500,000,000 shares of nominal value €0.34 each.
d) The issued share capital of the Company be redenominated and reduced after the rounding from £40,000,000.00 to €68,000,000.00 divided into 200,000,000 shares of nominal value €0.34 each.
e) The reduction in the issued share capital due to the redenomination of the share capital from Cyprus pounds in euros, which stands at €344,057.66, be registered in a special reserve under the name “Difference from redenomination of share capital in euros” for future capitalization or other legal use”.

Special Resolution 2

“That the following Regulations of the Articles of Association are amended as follows:
a) Regulation 12: That the sum of £1.00 be replaced with the sum of €1.71.
b) Regulation 29(a): That the sum of £1.00 be replaced with the sum of €1.71.
c) Regulation 32: That the sum of £1.00 be replaced with the sum €.171.

3. Amendment of Articles of Association

The Extraordinary General Meeting to take place on Thursday, September 18, 2008 will approve the following special resolution of the Articles of Association required by the new Law on Investment Services and Activities and Regulated Markets Law 2007 (N. 190(I)/1007((MiFID).

Special Resolution

A. That paragraph 3.1 (including its sub-paragraphs) of the Articles of Association be written off and replaced with the following paragraph 3:

“3. The Company’s aim is to carry out activities of business services within the framework of the Investment Services and Activities and Regulated Markets Law 2007, offering those investment services and/or exercising those investment activities in relation to those financial means determined in its license given that it holds such license provided by the SEC and/or other competent authority for the capital market”.

B. That in paragraph 4 of the Articles of Association (second line), the number 5.1 be replaced with number 5.

C. That paragraph 5 of the Articles of Association be written off and replaced with the following new paragraph 5:

“5. It is noted that the Company is entitled to carry out all or any of the activities and actions mentioned in paragraph 4 above so long as (a) at the sole discretion of the Board of Directors they lead or contribute to the achievement of all or some of the purposes mentioned in paragraph 3 above or (b) at the sole discretion of the Board of Directors they do not lead or contribute to the achievement of all or some of the purposes mentioned in paragraph 3 above, after SEC’s or any other supervisory authority’s permit.

Each shareholder entitled to attend and vote at the Meeting is also entitled to appoint a proxy to attend and vote on his behalf. It is not necessary that the proxy is a shareholder.
Thursday, 14 August, 2008 - 09:39