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NKS: €233m for CTC

13/12/2007 12:00
N.K Shacolas (Holdings) offers a premium of 8.7% for the acquisition of 100% of the shares of CTC, evaluating the company at €233 million. According to an announcement released today, the Board of Directors of NKS decided to submit a Public Offer to CTC offering €2.50 cash. NKS, its subsidiaries and Shacolas family hold 48.505 of CTC and via the PO they seek to acquire the remaining stake. The PO will be successful if NKS secures an additional 1.5%.

In order to acquire 51.5% of CTC, NKS will have to submit €120 million, which will be secured via a bank borrowing.

In the first nine months of 2007, CTC enjoyed profits of €6.9 million against €5.7 million last year (profits of €2 million from associated companies included). For the full year 2007, the Company expects that its profits will exceed last year’s profits of €9.6 million or 10.3 cents per share.

CTC is one of the largest trading companies in Cyprus. Except for its trading activities, it holds majority stakes in Woolworth and Ermes Department Stores. Recently, it strengthened its stake in Woolworth to 77% via a Public Offer, while it holds 67% in Hermes.

In the first nine months of the year, Woolworth showed net profits of €11.9 million against profits of €8.9 million in 2006.

According to the current capitalizations, CTC’s stake in Woolworth is worth €134 million and in Ermes €82 million. Overall, the two stakes are worth €216 million.

“According to the current values of Woolworth and Ermes, the consideration offered is low”, a bank analyst, who preferred to keep his anonymity, told StockWatch.

By the time this text was in progress, CTC was recording gains of 5.65% to €2.43. On Wednesday, the share closed at €2.30.

The CTC announcement is as follows:

At the meeting held on December 12, 2007, the Board of Directors of N.K Shacolas (Holdings) Ltd decided to submit a Public Offer for the acquisition of the total shares of Cyprus Trading Corporation Plc, the titles of which are listed in the CSE.

The total issued shares of CTC stand at 93,248,408 of nominal value £0.50 per share.

N.K Shacolas (Holdings) Ltd holds directly 29,472,852 shares, that is, 31.61% of the total shares of CTC. The subsidiaries and members of the family of Nicos K. Shacolas hold 14,001,990 shares or 15.02% in CTC, while with other persons that act in agreement with it (as these are defined by the Public Offering Law 2007), the Offeror holds 45,221,744 shares in CTC or 48.50%.

The proposed consideration for the acquisition of CTC titles stands at €2.50 per share and equals to £1,463 per share, which will be paid cash to the beneficiaries that will accept the Public Offer.

N.K Shacolas (Holdings) Ltd seeks to acquire 100% of the shares of CTC.

The Public Offer will be successful as soon as N.K Shacolas (Holdings) Ltd acquires more than 50% of the total issued shares of CTC.

The Public Offer is subject to the CPC’s and other competent authorities’ approval.

For the payment of the proposed consideration, N.K Shacolas (Holdings) Ltd has proceeded with all necessary arrangements with a bank.

This announcement is released pursuant to article 6(2) 2007 of the Public Offering Law and the relevant directives of the Securities and Exchange Commission.

This announcement has been posted to the CSE, the SEC and the CPC and will be announced to the shareholders and the investing public via the media.