Lumiere TV Public Co. Ltd. announced a revised consideration for its intention to proceed with a Public Offer for the acquisition of a minimum 40% and a maximum 100% of the capital of Multichoice Cyprus (MCC). The revised offer will be either in the form of cash at 18 cent per share, or in the form of convertible debentures at the ratio of 2 debentures convertible into LTV shares for every 9 ordinary MCC shares (subject to the approval of the Cyprus Broadcasting Authority), or a combination of the above.
LTV said that due the fact that the Company operates as a licensed TV station pursuant to the Radio and Television Station Law and is governed by the Cyprus Radio Television Authority, the issue and allocation of shares is subject to the approval of the Cyprus Radio Television Authority. This means that each shareholder of Multichoice (who accepts the public offer) must sign the relevant statutory declaration. These documents must be submitted to the Cyprus Radio Television Authority in so that the latter approves the issue and allocation of the new LTV shares to the shareholders that will accept the offer.
In the announcement dated February 28, 2006, the Company had declared that “The shareholders that will select the consideration or part of the consideration in LTV shares, must accept that if their resultant participation in LTV is not accepted by the Cyprus Radio Television Authority for any reason, then they will receive a consideration of 18 cents for every ordinary share of Multichoice cash”.
The Company decided to improve the part concerning the consideration in LTV shares, so that the shareholders who accept the offer not to be obliged to fill in a statutory declaration and their rights will be fully secured. This will be achieved with the issue of securities instead of LTV shares at the expiry of the Public Offer.
The LTV bonds will be:
Automatically convertible with LTV shares in the ratio of 1 LTV share of nominal value 5 cents for every security. It is noted that the Public Registration and the listing of the LTV shares in the CSE will be carried out following the completion of the Public Offer.
In case of a change in the share capital of LTV, there will be a direct adjustment of the securities so that their holders continue to have the same rights with regard to their exchange/conversion in LTV shares. The securities will be ex-dividend.
Shareholders who opt to proceed as such, must accept that if their resultant participation in LTV is not accepted by the Cyprus Radio Television Authority for any reason (up to 30 days after the Public Registration), then they will receive a consideration of 18 cents for every ordinary share of Multichoice cash.
