We wish to inform the shareholders of PSD Investments Public Ltd and the investing public in general that at the meeting held on Thursday, August 12, 2004, the Board of Directors examined the Public Offer of Empire Capital Investments Public Ltd for the acquisition of up to 100% of the share capital of PSD Investments Public Ltd, offering 19 shares of Empire Capital Investments Public Limited for every 50 shares of PSD Investments Public Limited.
This announcement was prepared pursuant to the CSE Regulations 1999 (Public Offer for Acquisition or Purchase of Titles and Merger of Companies Listed in the CSE).
At the meeting, the Board of Directors examined the provisions of the Public Offer document, the financial data and the prospects of the Company and decided to recommend the shareholders to accept the Public Offer, taking into account the following:
(a) This offer is advantageous for the shareholders of PSD Investments Public Ltd, since it is made to the net asset value of PSD Investments Public Ltd plus the goodwill of 0.1 cents per share, that is, at the price of 9.09 cents per share.
(b) In case of an acquisition of more than 90% of the share capital of PSD Investments Public Ltd (other than shares already held) and its withdrawal from the CSE, the operating expenses will drop due to the increased economies of scale.
In case of an acquisition of more than 70% but less than 90%, PSD Investments Public Ltd will remain a subsidiary of Empire Capital Investments Public Ltd.
Taking into account all the above and having as a criteria the interest of all shareholders and the report of an independent expert appointed for the evaluation of the Public Offer, the Board of Directors decided to recommend the shareholders to accept the Public Offer of Empire Capital Investments Public Limited.
The Board of Directors would like to clarify that in no way has acted in agreement with Empire Capital Investments Public Limited and is not aware of any other agreements concerning the exercise of voting rights attached to the Company’s titles. Messrs. Emilios Panatelides and Giorgos Mouskides, who happened to be Board members of both Empire and PSD, expressed their view on the specific Public Offer but they did not participate in the voting.
Board members Emilios Pantelides, Rodo Economidou and Maria X. Ioannou will accept the offer on the shares they posses.
Pursuant to the CSE Regulations, the Board of Directors of PSD Investments Public Ltd received a report by the independent audit firm Demetriades Siakos Pifanis, where they express their view that the calculation basis used for the consideration is reasonable.
Copies of the announcement and the report of the audit firm will be published in newspapers “Alithia” and “Politis” on Friday, August 13, 2004 and will be available at the Company’s registered office, 2 Kastoros, 1087 Nicosia, Cyprus, tel. 22513533.
This announcement was prepared pursuant to the CSE Regulations 1999 (Public Offer for Acquisition or Purchase of Titles and Merger of Companies Listed in the CSE).
At the meeting, the Board of Directors examined the provisions of the Public Offer document, the financial data and the prospects of the Company and decided to recommend the shareholders to accept the Public Offer, taking into account the following:
(a) This offer is advantageous for the shareholders of PSD Investments Public Ltd, since it is made to the net asset value of PSD Investments Public Ltd plus the goodwill of 0.1 cents per share, that is, at the price of 9.09 cents per share.
(b) In case of an acquisition of more than 90% of the share capital of PSD Investments Public Ltd (other than shares already held) and its withdrawal from the CSE, the operating expenses will drop due to the increased economies of scale.
In case of an acquisition of more than 70% but less than 90%, PSD Investments Public Ltd will remain a subsidiary of Empire Capital Investments Public Ltd.
Taking into account all the above and having as a criteria the interest of all shareholders and the report of an independent expert appointed for the evaluation of the Public Offer, the Board of Directors decided to recommend the shareholders to accept the Public Offer of Empire Capital Investments Public Limited.
The Board of Directors would like to clarify that in no way has acted in agreement with Empire Capital Investments Public Limited and is not aware of any other agreements concerning the exercise of voting rights attached to the Company’s titles. Messrs. Emilios Panatelides and Giorgos Mouskides, who happened to be Board members of both Empire and PSD, expressed their view on the specific Public Offer but they did not participate in the voting.
Board members Emilios Pantelides, Rodo Economidou and Maria X. Ioannou will accept the offer on the shares they posses.
Pursuant to the CSE Regulations, the Board of Directors of PSD Investments Public Ltd received a report by the independent audit firm Demetriades Siakos Pifanis, where they express their view that the calculation basis used for the consideration is reasonable.
Copies of the announcement and the report of the audit firm will be published in newspapers “Alithia” and “Politis” on Friday, August 13, 2004 and will be available at the Company’s registered office, 2 Kastoros, 1087 Nicosia, Cyprus, tel. 22513533.
Friday, 13 August, 2004 - 09:55