03/02/2011 14:23
The Cyprus Securities and Exchange Commission announced on Thursday that it prohibits the publication of the Public Offer Document of Elma Holdings for the acquisition of up to 100% of the issued share capital of Liberty Life.
The Commission took the aforementioned decision since:
1) The Public Offer Document is not in line with the general principles of the public offer and specifically, the provisions of article 5(a) of the Law since it cannot safeguard that the title holders of Liberty Life are protected. During the examination of the Document, the Commission was not satisfied by the fact that the general principle of article 5(a) of the Law is not met since all data that are currently under investigation show that there are questions on whether the Offeror has already acquired the control of Liberty Life Insurance Public Co Ltd.
2) The Public Offer Document is not in line with article 4(1)(i) of the Directive for the content of the Public Offer Document, which says that “for the exchange of titles, the document must include data proving that the Offeror has those titles at its disposal”.
In relation to the Offeror’s shares that would be allocated as a consideration for the Public Offer, the Offeror has reached an agreement with its parent company, Lemeco Investments Ltd. Although the agreement provided that Lemeco, irrevocably, will transfer all required shares on behalf of the Offeror to all shareholders who will accept the Public Offer, the Commission believes that this does not secure a compliance with article 4(1)(i).
The Commission took the aforementioned decision since:
1) The Public Offer Document is not in line with the general principles of the public offer and specifically, the provisions of article 5(a) of the Law since it cannot safeguard that the title holders of Liberty Life are protected. During the examination of the Document, the Commission was not satisfied by the fact that the general principle of article 5(a) of the Law is not met since all data that are currently under investigation show that there are questions on whether the Offeror has already acquired the control of Liberty Life Insurance Public Co Ltd.
2) The Public Offer Document is not in line with article 4(1)(i) of the Directive for the content of the Public Offer Document, which says that “for the exchange of titles, the document must include data proving that the Offeror has those titles at its disposal”.
In relation to the Offeror’s shares that would be allocated as a consideration for the Public Offer, the Offeror has reached an agreement with its parent company, Lemeco Investments Ltd. Although the agreement provided that Lemeco, irrevocably, will transfer all required shares on behalf of the Offeror to all shareholders who will accept the Public Offer, the Commission believes that this does not secure a compliance with article 4(1)(i).
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