Aspis Group has welcomed the announcement of the Securities and Exchange Commission, which justifies fully the Group’s stance. According to a SEC announcement dated March13, the Commission will propose to the CSE Council to put in use Regulation 16 of the CSE Regulations 1997 and 2001 (Public Offer for the Acquisition or Purchase of Titles and Merger of Companies Listed in the CSE).
SEC’s decision indicates that Schoeller Holdings Ltd and Path Holdings Ltd violated the CSE and SEC Regulations with regard to the Public Offer to Universal Bank.
Based on the decision of the Securities and Exchange Commission, Schoeller Holdings Ltd and Path Holdings Ltd will have to revise the offered price to all shareholders of Universal Bank at EUR2.50 (that is, to increase the offered price by 60.2%). This decision is to the benefit of the shareholders of the Bank and especially the shareholders of Universal Life, since the dispersion that results stands at EUR7,500,000.
Aspis Group also examined the complaint that has been lodged to the SEC against it by third parties for possible transactions above the offered consideration of EUR2.35 and declares that it has not proceeded to any transaction exceeding EUR2.35. If any person that could be associated to Aspis Group had violated a Regulation and the Securities and Exchange Commission suggested to Aspis Group to revise its Public Offer, Aspis Group would enforce fully the CSE and SEC Regulations.
“We expect that Schoeller Holdings Ltd and Path Holdings Ltd will respect the decision of the Securities and Exchange Commission and will submit the consideration of EUR2.50 to all shareholders of Universal Bank, including Universal Life,†says Aspis adding that the Management of Universal Life and Universal Bank failed to protect the interests of their shareholders, despite the benefit of EUR7,500,000 that this would have to Universal Life and the remaining shareholders. We also wish to remind you the unacceptable stance of the Management of Universal Life with regard to the complaints of the Companies of Aspis Group. Via the issue of announcements, Universal Life supported that the complaints are ungrounded and put obstacles to Universal Life and the remaining shareholders of Universal Bank from enjoying any other improved offer. In view of the behaviour of the Universal Life and Universal Bank Management, we wish to recommend to the shareholders of Universal Life and Universal Bank to be careful when the Management of the two Companies issues such announcements.
We would, therefore, like to see who will take the responsibility in the Board of Directors of Universal Life and Universal Bank, which rushed to transfer to Schoeller Holdings Ltd and Path Holdings Ltd 50.99% of its stake in Universal Bank against EUR1.56 before the completion of the Public Offers. This is not an issue of legal responsibilities only but it is a moral issue concerning the role of Universal Life CEO, who did not do his best to protect the interests of the shareholders,†concluded Aspis.
The CSE Council meanwhile has extended the period of acceptance of the Public Offers made by Aspis Pronia A.E.G.A. and Commercial Value A.A.E., as well as by Schoeller Holdings and Path Holdings
Ltd for two weeks. The acceptance period for both Public Offers ends on 29 March 2007, while the Company’s shares are suspended from trading on the CSE as from 13 March 2007 in order to allow time for the SEC investigation.
Aspis Pronoia and Commercial Value SA have made a public offer for the acquisition of a minimum 20%
and a maximum 50% plus 1 share of the issued share capital of Universal Bank Public Ltd and the Revised Public Offer by Schoeller Holdings Ltd and Path Holdings Ltd for the acquisition of a minimum 41% and a maximum 50.99% of the issued share capital of Universal Bank is also in play.
