The Board of Directors of Pharmakas Quarries (PHA) reviewed the public offer document submitted by Gerik Investments Limited and related parties for the acquisition of up to 100% of the issued share capital and based on the recommendation received from the independent experts, CLR Securities & Financial Services, has decided to back the deal considering it as fair and in the best interests of shareholders.
Gerik has offered two options. First, a consideration of 9 cents cash for each share of PHA and 3 shares of A. Panayides Contracting Public Ltd for every 10 shares of PHA. In a second option, which will only be taken by the CSE listed A. Panayides Ltd, for every one PHA share one C class of Gerik is offered.
It is noted that 50% of the share capital of the Offeror is held by A. Panayides Contracting Public Ltd and 50% by Ibiscus Invest Ltd. The Offeror does not hold any shares of the Company. The Public Offer is submitted after an agreement between the Offeror and A. Panayides Contracting Public Ltd, Alfapi Holdings Ltd, Ibiscus Invest Ltd and Messrs. Georgios Pipis and Georgios Kazanos. The Parties on Agreement hold 56.53% (17,217,353 shares) of the Company’s share capital.
The members of the Board of Directors, Messrs. Stavros Theodosiou, Georgios Pipis and Georgios Kazanos are members of the Board of Directors of the Offeror. The Offeror has agreed with the Parties on Agreement that:
If Gerik acquires 33.47% of the issued share capital of PHA, which is 10,193,402 shares of PHA, the Parties on Agreement have irrevocably committed to accept Option B and will transfer all 17,217,353 shares held in PHA to Gerik, so that Gerik holds 91% of the issued capital of PHA (27,410,755) and exercise the right granted by article 201 (1) of the Companies’ Law, Chapter 113 to acquire the remaining shares of PHA.
If Gerik acquires less than 33.47% of the issued capital of PHA, which is 10,193,402 shares of PHA, the Parties in Agreement have irrevocably committed to accept Option B and will transfer to Gerik shares of PHA, which together with the additional shares that Gerik will acquire from the other shareholders of PHA, will give Gerik a stake of 51% of the issued capital of PHA (15,532,223 shares).
The members of the Board of Directors Messrs. Georgios Pipis and Georgios Kazanos have declared that they intend to accept the Public Offer.
The Board of Directors believes that the proposed consideration of Option A, that is, a consideration of 9 cents cash for every share of the Company and 3 shares of A. Panayides Contracting Public Ltd for every 10 shares of the Company is fair and value and is well–substantiated by the Expert’s report.
Number of the shares held directly or indirectly by the Board members
Stavros Athienitis 152,121 shares or 0.50%, Georgios Pipis 5,076,410 shares or 16,67%, Georgios Kazanos 3,203,875 shares or 10,52%, Stelios Nicolaides 2,965,346 shares or 9,74% and Stavros Theodosiou, none.
