Vassiliko Cement Works Public Company Ltd (VCW) announced that the Extraordinary General Meeting that took place on December 19, 2007 with the participation – in person or via representative – of 41 shareholders who represented 45,553,614 shares, that is, 84.77% of the total share capital approved unanimously an increase in the authorised share capital and the issue of shares to proceed with the merger with Cyprus Cement (CCC).
The authorized capital of the Company is increased from CYP15 mln divided into 60 mln shares of nominal value CYP0.25 each to CYP18,000,000 divided into 72 mln shares of nominal value CYP0.25 each with the creation of 12 mln additional ordinary shares.
The Board of Directors is authorized to issue and allocate 18,199,794 shares of nominal value CYP0.25 (EUR0.43) each at the price of EUR2.89 (CYP1.69) each, that is, EUR52,597,405 to The Cyprus Cement Public Company Ltd as a consideration for the transfer of the production operations and the disposal of cement of The Cyprus Cement Public Company Ltd to the Company, as well as the stakes of The Cyprus Cement Public Company Ltd to companies of the quarry material and ready-made concrete sector, pursuant to the terms of agreement between the two companies dated March 9, 2007, given that the terms of agreement will be satisfied.
The 18,199,794 new shares that will be issued will rank pari passu with the existing shares.
The Board of Directors is authorized to cooperate with external consultants for the preparation of the Prospectus and the submission of an application to the CSE for the listing of the shares that will be issued.
Pursuant to the provisions of article 69B(5) of the Companies’ Law Chapter 113 and paragraphs 3 and 44 of the Articles of Association and taking into account the written report of the Board of Directors, the Right of the existing shares with regard to the issue and allocation of 18,199,794 shares of nominal value EUR0.43 each at the price of EUR2.89 each is excluded and the existing shareholders disclaim their right with regard to the above issue and allocation of shares.
