Bank of Cyprus secures control of Cytrustees

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Bank of Cyprus Public Company Limited announced that its Public Offer to the shareholders of Cytrustees Investment Public Company Limited (Cytrustees or theTarget company) for acquiring up to 50% plus 1 share in Cytrustees, as per the Offer Documents dated 3 January 2007 and 16 February 2007 (revised), which ended on 27th April 2007 has been completed with success since the desired acceptance level was reached.

At the end of the Acceptance period a total of 334 Αcceptance forms have been received validly and on time, for a total number of 7,8 mln Cytrustees shares representing 32,36% of Cytrustees share capital. Eurolife Ltd, a subsidiary of the Offeror, has accepted the Public Offer.

Pursuant to the terms of the Public Offer “in the event that the offered shares of the Target company exceed 50% plus 1 share, then the Offeror will accept the offered shares on a pro rata basis so as the Offeror ends to hold directly and indirectly through its subsidiary Eurolife Ltd a total stake of 50% plus 1 share of Cytrustees share capital, and all accepting shareholders will be treated equally”. Based on the number of shares held directly and indirectly (through its subsidiary Eurolife) by the Offeror at the end of the Public Offer of 7,9m shares (32,73%), a total of 17,27% of Cytrustees share capital will be accepted by the Offeror from the Accepting shareholders.

With this percentage stake being added to the percentage stake already held by the Offeror at the end of the Acceptance period, the Offeror will end up holding a 50% plus 1 share of the Target company.

Based on the received Acceptance forms and assuming that all acceptance forms are approved by the Cyprus Stock Exchange for transferring the shares to the Offeror, the Offeror will accept approximately 68,12% of the shares offered by the Accepting shareholders of Cytrustees. Eurolife Ltd, which has also accepted the Public Offer will be treated similarly with all other Accepting shareholders as to the accepting percentage of the shares offered to the Offeror.

After a relevant request of the Cyprus Stock Exchange the consideration of the Public Offer to all accepting shareholders of Cytrustees of €2,45 per share will be paid in Cyprus Pounds. Based on the fixing rate that was determined in a meeting of the Banks on 27 April 2007 (last date of the Acceptance period) the consideration of €2,45 per share is estimated at £1,4261 and this is the price in Cyprus pounds that will be paid to accepted shareholders of Cytrustees by Bank of Cyprus.

The consideration of the Public Offer will be paid to all Accepting shareholders within 14 working days from the end of the Acceptance period, by posting the relevant cheques to the entitled Accepting shareholders.


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