SUBMISSION OF A TAKEOVER BID TO THE SHAREHOLDERS OF

MALLOUPPAS & PAPACOSTAS PUBLIC CO LIMITED

FROM MESSRS. POLYS MALLOUPPAS AND ANDREAS MALLOUPPAS

Messrs. Polys Mallouppas and Andreas Mallouppas (the "Offerors") are shareholders of Mallouppas & Papacostas Public Co Limited ("Mallouppas & Papacostas", "MPT", "Offeree Company"), whose shares are listed on the Cyprus Stock Exchange ("CSE"). On the 23rd of March 2022, the Offerors directly held 11.908.897 ordinary shares of Mallouppas & Papacostas of nominal value €0,34 each representing 27,56% of the total issued share capital of Mallouppas & Papacostas. Following an acquisition on the 24th of March 2022 of additional 7.400.000 ordinary shares of MPT representing 17,13% of its issued share capital, the Offerors are required, pursuant to Article 13 of the Takeover Bids Law of 2007, L.41(I)/2007 as amended (the "Law"), to submit a Mandatory Takeover Bid to the shareholders of Mallouppas & Papacostas.

Further to the above, the Offerors inform the investing public, pursuant to Article 6(2) of the Law, the submission of a mandatory takeover bid ("Takeover Bid") to the shareholders of MPT for the acquisition of up to 100% of the issued share capital of Mallouppas & Papacostas. The consideration offered for the acquisition of the shares of Mallouppas & Papacostas is €0,19 per share, paid in cash, to all the shareholders who will accept the Takeover Bid.

On the date of this announcement, the total issued share capital of Mallouppas & Papacostas consists of 43.210.867 ordinary shares of nominal value €0,34 each (the "Shares"). The Offerors directly hold 19.308.897 Shares representing 44,69% of the total issued share capital of Mallouppas & Papacostas. The Offerors are not acting in concert with any other party.

The Offerors have proceeded with all necessary arrangements with a banking institution in Cyprus for the payment of the proposed consideration to the shareholders of Mallouppas & Papacostas who will accept the Takeover Bid.

The Takeover Bid is subject to the following terms and conditions:

  • Receipt of valid acceptance and transfer forms by the Underwriter Operator for such number of Offeree Company shares, which if added to the current holding of the Offerors, will provide the Offerors with at least 50% plus one share of the total issued share capital of Mallouppas & Papacostas.
  • The required approvals are obtained by the Cyprus Securities and Exchange
    Commission ("CySEC") as provided by the Law.

Further information on the Takeover Bid will be included in the Takeover Bid Document, which will be prepared pursuant to the provisions of the Law and the relevant directives of CySEC in relation to the content of the Takeover Bid Document.

The Cyprus Investment and Securities Corporation Limited ("CISCO") is acting as financial advisor to the Offerors in connection with the Takeover Bid. Additionally,

CISCO is also acting as the Underwriter Operator pursuant to the provisions of RAA 96/2008 of CSE as amended.

This announcement is made pursuant to Article 6 of the Takeover Bids Law of 2007 as amended and the Directive DI41-2007-01 of 2012 of CySEC.

This announcement is sent to CySEC, the CSE and the Board of Directors of the Offeree Company.

Nicosia

24 March 2022

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Mallouppas & Papacostas pcl published this content on 24 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 March 2022 13:51:03 UTC.