…and may decide to bid for the company
SFS Group Public Company Limited (SFS) announced that after taking into account the provisions of the Articles of Association of Triaina Investment Public Ltd on the duration of life of Triaina and the proposal for the adoption of the resolution at the Extraordinary General Meeting to take place on November 9, 2007 for the dissolution of the Company and in view of claims outstanding, SFS is suggesting to prolong the life of Triena for 5 years.
SFS says the liquidator will in any event withhold the claims in dispute, which in one case amounts to CYP3,043,149 and EUR371,291.45 plus interest and accrued expenses.
SFS holds 27.22% of the capital of Triaina and wants the 5-year extension of Triena life to allow ample time for the legal cases to be settled.
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Bid proposal
Also, taking into account that many shareholders expect the dissolution of Triena to liquidate their investment, SFS has decided to announce the intention of the Board of
Directors to submit a Public Offer for the acquisition of a minimum 50% and a maximum 100% of the issued share capital of Triena in cash, pursuant to article 6(2) of the Public Offering Law 2007. The Public Offer is subject to the approval of the proposed resolution for the amendment of the Articles of Association of Triena so as to extend its life for 5 years before its dissolution.
The total issued capital of Triaina amounts to CYP3,411,102.50 divided into 2,728,882 income shares (TINC), 2,728,882 capital shares (TCAP) and 1,364,441 international shares (TINT). SFS already holds 27.22% of the total issued share capital of Triaina. The persons who act in agreement with the Company hold 1.62% of Triaina.
Taking into account the liquidation procedure of Triaina as this is determined in the Articles of Association, the consideration that will be offered for every TINC and every TINT will be equal to the net asset value as at August 31, 2007 minus a discount of 5% in cash and for every TCAP the consideration will be equal to the NAV as at August 31, 2006 minus a discount of 15% in cash.
For example, based on the NAVs announced on June 29, 2007, the NAV of one TINT stood at CYP0.4311 (EUR0.7392), the proposed consideration would be CYP0.41 (EUR0.70). The NAV of one TINC on June 29, 2007 stood at CYP0.5815 (EUR0.9969), as a result the proposed consideration would stand at CYP0.55 (EUR0.94) and the NAV of one TCAP on June 29, 2007 stood at CYP2.0703 (EUR3.5496), as a result the proposed consideration would stand at CYP1.76 (EUR3.02).
SFS noted that this announcement is not a final decision and it is not certain that the Company will submit a public offer even if the conditions above are satisfied. It also noted that this announcement is released pursuant to th
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