SFS Cyprus to issue bonus shares in lieu of dividend

The Board of Directors of SFS Group Public Company Ltd decided not to proceed with the payment of cash dividend following approval of the final accounts for 2008. The Board has called for an Extraordinary General Meeting, which will take place on June 3, 2009 at 6.45 pm at the Hilton Hotel in Nicosia, seeking approval to amend the share option scheme and issue bonus shares to investors and staff.
The Board wants to change the exercise price to be 10% above the average closing price of the last 5 sessions price to the price fixing, given that this price will not be lower than the average closing price of the past 30 session prior to the date of price fixing. In any event, the minimum exercise price will be the nominal value of the shares.
The EGM will also be called to approve the issue of up to 4,119,905 new shares, which will be allocated gratis as follows:
a) 3,119,905 new shares to the shareholders of the Company to the ratio of 1 new share for every 20 shares held at a date at least 7 days after the EGM and will be determined by the EGM and,
b) 1,000,000 new shares to the staff members at the sole discretion of the Board of Directors.
The new shares will rank pari passu with the existing shares, will be transferable and will be tradable in the CSE.
Furthermore, the Board is seeking authorisation to issue and allocate up to 10% of the issued capital for strategic cooperation or acquisitions without the prior offer of those shares to the existing shareholders and to proceed to buyback of own shares, pursuant to the provisions of the Companies’ Law.