0113/ /en General Meeting Primetel Plc PTL

Transcription

1 0113/ /en General Meeting Primetel Plc EXTRAORDINARY GENERAL MEETING Following the relative announcement regarding the decision of the Company's Board of Directors to propose the delisting of the Company's ordinary shares from C.S.E. the following documents are enclosed: 1. Invitation to the Extraordinary General Meeting of the Company's shareholders on 6th April Notes with regard to the organisation of the Extraordinary General Meeting. 3. Memorandum regarding the abovementioned proposal and the relative Resolution (English Summary of the official version in Greek). 4. Report of the Independent Assessor on whether the offerred price for the purchase of the shares of those shareholders who shall not vote in favour of the resolution is fair (in Greek). 5. Summary in English of item 4 above. It should be noted that the shareholders shall receive the enclosed documents also in printed form through the post (the official versions in Greek). AAA REGENT CONSULTANTS LIMITED Secretary PTL Attachments: 1. Invitation to EGM of Notes for EGM of Memorandum 4. Fairness report 5. English summary of Fairness report Non Regulated Publication Date: 13/03/2017

2 PRIMETEL PLC («the Company») INVITATION TO AN EXTRAORDINARY GENERAL MEETING The shareholders of PRIMETEL PLC (the Company ) are invited to an Extraordinary General Meeting of the shareholders of the Company that will be held on Thursday, 6 th April 2017 at 11:00 hours at the TRAKASOL Cultural Centre at the Limassol Marina, Limassol. Agenda: 1. Election of Chairman of the meeting in the case of absence of the Chairman of the Board of Directors. 2. Approval of resolution for the delisting of the Company s ordinary shares from the Cyprus Stock Exchange: SPECIAL RESOLUTION THE SUBMISSION OF AN APPLICATION TO THE BOARD OF DIRECTORS OF THE CYPRUS STOCK EXCHANGE FOR THE DELISTING OF THE TOTAL OF THE COMPANY S SHARES FROM THE CYPRUS STOCK EXCHANGE IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 4C) OF THE DIRECTIVE CSE 01 OF 2015 OF THE CYPRUS SECURITIES AND EXCHANGE COMMISSION (R.A.A. 392/2015) FOR THE DELISTING OF SECURITIES FROM THE CYPRUS STOCK EXCHANGE FOLLOWING AN APPLICATION BY THE ISSUING COMPANY, IS APPROVED. Each shareholder who is entitled to attend and vote at the above Extraordinary General Meeting is entitled to appoint a proxy to attend and vote in his stead. It is not necessary for the proxy to be themselves a shareholder of the Company. The instrument appointing a proxy must be deposited at the Company s registered office at Omonias 141, MARITIME CENTRE, 3045 LIMASSOL at least 48 hours before the time fixed for the Meeting. IMPORTANT: The appointing shareholder s signature should be certified by a registered Certifying Officer. If the shareholder is abroad the appointing shareholder s signature should be certified by a Commission of the Republic of Cyprus. Enclosed are: 1. Memorandum for the shareholders information with regard to the proposed resolution. 2. Report of the Independent Assessor on whether the offered price for the purchase of the shares of those shareholders who shall not vote in favour of the proposed resolution is fair. 3. Information on the Meeting including the sample proxy. All abovementioned documents regarding the organisation of the Extraordinary General Meeting shall also be available: a) at the Company s Registered Office at Omonias 141, MARITIME CENTRE, 3045 LIMASSOL, and b) at the Company s website at and c) by dispatch through application to the address investorsrelations@prime-tel.com and at telephone number Dated this 10 th day of March 2017 By order of the Board AAA REGENT CONSULTANTS LIMITED Secretary Contact us: The Maritime Centre 141, Omonias Avenue, 3045 Limassol, Cyprus Tel: (+357) P.O. Box 51490, 3506 Limassol, Cyprus

3 NOTES IN RELATION TO THE EXTRAORDINARY GENERAL MEETING OF PRIMETEL PLC ON 6 TH APRIL 2017 The Invitation for the Extraordinary General Meeting, the Memorandum for the shareholders information with regard to the proposed resolution, the Report of the Independent Assessor on whether the offered price for the purchase of the shares of those shareholders who shall not vote in favour of the proposed resolution is fair (English summary of the full version in Greek) and the Notes in for the Meeting including the relative sample Proxy are also available at the Company s website at the electronic address as well as at the Company s Registered Office at Omonias 141, The Maritime Centre, 3045 Limassol. Also, by dispatch through an application to the address investorsrelations@prime-tel.com and at telephone number Proxy Every shareholder who has the right to be present and vote at the Extraordinary General Meeting may appoint a proxy to be present and vote on his behalf. It is not necessary that such a proxy be a shareholder of the Company. The proxy form should be deposited at the Company s Registered Office at OMONIAS 141, MARITIME CENTRE, 3045 LIMASSOL, at least 48 hours before the time set for the Meeting. For monitoring purposes only the said proxy may be sent by fax to but for it to be valid the original should be deposited as above. In the case of a legal person the Proxy Form should be signed by persons who are duly authorised for this purpose and bear the official stamp of the legal person and the authorised person should have the right to exercise the same powers on behalf of the legal person that he/she represents. In case shares are held jointly by two or more persons, a Proxy Form may be given only by the person appearing first in the Register of Shareholders. IMPORTANT: The appointing shareholder s signature on the Proxy Form should be certified by a registered Certifying Officer. If the shareholder is abroad the appointing shareholder s signature should be certified by the Commission of the Republic of Cyprus at the country of residence. In the case of a legal person, a recent (not older than 6 th March 2017) copy of the Certificate of Directors should be attached on the Proxy Form and on the said certificate the name of the person signing the Proxy Form on behalf of the Legal Person is mentioned and whose signature must be certified. The validity of the Certificate can also be confirmed by a Lawyer whose signature should be duly certified. The above arrangement is necessary due to the nature of the resolution and the special procedure. In case that Proxy Holders do not vote in favour of the resolution, either based on specific instructions from the authorizing shareholder or the authorisation is to vote at will, should be able to sign the acceptance of the sale of the shares they represent and the relative instrument of transfer and collect the respective consideration. A proxy acting on behalf of a number of shareholders may vote differently for each shareholder. In the case a shareholder wishes to define his/her vote in relation to any resolution and he appoints the Chairman of the Meeting or any other person as his/her proxy Contact us: The Maritime Centre 141, Omonias Avenue, 3045 Limassol, Cyprus Tel: (+357) P.O. Box 51490, 3506 Limassol, Cyprus

4 should duly fill in the Proxy Form clearly indicating the way the Proxy should vote in relation to the said resolution. The possibility for participation through electronic means without the physical presence of the shareholders or their representatives or for the afar participation of the shareholders for voting is currently not provided for. Record Date The 4 th April 2017 is set to be the record date (the Record Date ) for the participation in the Extraordinary General Meeting of the Company on 6 th April In case of a postponement of the General Meeting the Record date shall be the one two business days prior to the new date. Right for Participation Only members registered on Record Date at the Central Depository / Register of the Cyprus Stock Exchange may exercise the right to participate and vote at the General Meeting and any change of a registration in the relative register after the Record Date shall not be taken into consideration for defining the right of any person to participate and vote at the Meeting. During the General Meeting proof of shareholding may be made with the presentation of identity card or other certificate for recognition based on which the Company may immediately confirm such identity with the Register of Shareholders on Record Date. At the said General Meeting the resolution put to a vote shall be decided on a named vote so that those who shall not vote in favour of the resolution can be registered and, as a result, be entitled to receive, if they so wish, the proposed consideration. It is noted that the proposed resolution needs to be approved by a majority of over 90% of the votes represented in the General Meeting. Right to ask questions and set items on the Agenda Any Member has the right to ask questions relative to a matter in the Agenda of the General Meeting, during the discussion of the matter in question by the General Meeting and to receive answers on such questions. The Company may provide a general answer to questions having the same content. Proposed Resolution According to the Agenda of the Meeting the shareholders shall be called to examine and if thought fit approve the following Special Resolution: THE SUBMISSION OF AN APPLICATION TO THE BOARD OF DIRECTORS OF THE CYPRUS STOCK EXCHANGE FOR THE DELISTING OF THE TOTAL OF THE COMPANY S SHARES FROM THE CYPRUS STOCK EXCHANGE IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 4C) OF THE DIRECTIVE CSE 01 OF 2015 OF THE CYPRUS SECURITIES AND EXCHANGE COMMISSION (R.A.A. 392/2015) FOR THE DELISTING OF SECURITIES FROM THE CYPRUS STOCK EXCHANGE FOLLOWING AN APPLICATION BY THE ISSUING COMPANY, IS APPROVED. Contact us: The Maritime Centre 141, Omonias Avenue, 3045 Limassol, Cyprus Tel: (+357) P.O. Box 51490, 3506 Limassol, Cyprus

5 Board of Directors The members of the Board of Directors are the following: Pericles Manglis, Hermes Stephanou, Philippos Vatiliotis, Andreas Eleftheriades, Ioannis Tirkides, Nikos Ellinas and Andreas Christodoulides. Capital On the date of the notification for the above Extraordinary General Meeting, the issued share capital of the Company was ,56 divided into ordinary shares of 0,01 nominal value each and each share awards its holder the right to one vote. The Authorized share capital of the Company was divided into ordinary shares of 0,01 nominal value each. AAA REGENT CONSULTANTS LIMITED SECRETARY (sample proxy form on next page) Contact us: The Maritime Centre 141, Omonias Avenue, 3045 Limassol, Cyprus Tel: (+357) P.O. Box 51490, 3506 Limassol, Cyprus

6 PRIMETEL PLC (The Company ) OMONIAS 141, MARITIME CENTRE, 3045 LIMASSOL APPOINTMENT OF PROXY I/We*,.., of being a member/members* of the above-named company, hereby appoint. (name) of.... (address) holder of Identity Card / Passport with number. as my/our* proxy to vote for me/us* and on my/our* behalf at the Extraordinary General Meeting of the Company, to be held on 6 th April 2017 at 11:00 am and at any adjournment thereof. My proxy is instructed to vote FOR AGAINST AT WILL (*) and In case the vote is not in favour of the resolution, to sign C.S.E. Form 13 and/or any other necessary documents that he may be asked to accept the conditions of salepurchase, the transfer of shares to the proposing shareholder and collect on my/our behalf the consideration for the sale. It is understood that if the proxy does not sign the acceptance of sale purchase it is considered that he does not accept and/or does not wish and /or does not have instructions to sell my/our shares. Space for the certification of signature.. Signature (and company stamp where applicable) Signed this.day of 2016 (*) Delete what is NOT applicable. Contact us: The Maritime Centre 141, Omonias Avenue, 3045 Limassol, Cyprus Tel: (+357) P.O. Box 51490, 3506 Limassol, Cyprus

7 MEMORANDUM (SUMMARY IN ENGLISH) DATED: 9 MARCH 2017 In accordance with Article 5 of the The Cyprus Securities and Exchange Commission Directive CSE 01 OF 2015 (R.A.A. 392/2015) MEMORANDUM OF PRIMETEL PLC FOR THE SUBMISSION OF A RESOLUTION FOR APPROVAL BY THE COMPANY S SHAREHOLDERS FOR FOR THE DELISTING OF THE COMPANY S SHARES FROM THE CYPRUS STOCK EXCHANGE IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 4C) OF THE DIRECTIVE CSE 01 OF 2015 OF THE CYPRUS SECURITIES AND EXCHANGE COMMISSION (R.A.A. 392/2015) FOR THE DELISTING OF SECURITIES FROM THE CYPRUS STOCK EXCHANGE FOLLOWING AN APPLICATION BY THE ISSUING COMPANY FOR THE SHAREHOLDERS INFORMATION IN VIEW OF THE FOLLOWING SPECIAL RESOLUTION WHICH SHALL BE SUBMITTED FOR APPROVAL AT THE EXTRAORDINARY GENERAL MEETING OF 6 APRIL 2017: SPECIAL RESOLUTION THE SUBMISSION OF AN APPLICATION TO THE BOARD OF DIRECTORS OF THE CYPRUS STOCK EXCHANGE FOR THE DELISTING OF THE TOTAL OF THE COMPANY S SHARES FROM THE CYPRUS STOCK EXCHANGE IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 4C) OF THE DIRECTIVE CSE 01 OF 2015 OF THE CYPRUS SECURITIES AND EXCHANGE COMMISSION (R.A.A. 392/2015) FOR THE DELISTING OF SECURITIES FROM THE CYPRUS STOCK EXCHANGE FOLLOWING AN APPLICATION BY THE ISSUING COMPANY, IS APPROVED Α. INTRODUCTION REASON FOR THE DESPATCH OF THE MEMORANDUM The present document is important and demands your immediate attention and should you need explanations you should consult appropriate qualified financial advisors. The present document was prepared based on the provisions of the above Directive and by definition it DOES NOT comprise an Information Memorandum for investment within the realm of the relative Law. The Memorandum is sent to all the shareholders of the Company to explain the reasons why they are called to approve the above resolution, the advantages and risks which may result following the approval of the Resolution, the plans of the Company after the delisting of the Company s shares and the option of those shareholders who choose not to vote in favour of the proposed Resolution. In other words, to make an informed decision with regard to the proposed resolution. The proposed resolution needs to be approved by a majority of over 90% of the votes represented in the General Meeting. The Company s shares are registered shares duly issued with ISIN code CY The date of this Memorandum is 9 th March B. DETAILS OF THE SHARES THE PROPOSED RESOLUTION FOR DELISTING REFERS TO The proposed resolution concerns the delisting of the total of ordinary shares of the Company with nominal value 0,01 each which are traded in the Cyprus Stock Exchange. All shares belong to one class and have the same rights.

8 ΕΝΗΜΕΡΩΤΙΚΟ ΔΕΛΤΙΟ Share capital development: July 2008 issue of new ordinary shares of 0,17 nominal value each and 1 WARRANT 2008/2011 for each 6 shares to all shareholders all listed on 24 th July On 1 st January 2011, the Company s issued share capital was divided into ordinary shares of 0,05 nominal value each. On 28 th March 2011 following the exercise of warrants on the basis of the Information Memorandum dated 4 th January 2011, ordinary shares of 0,05 nominal value were issued at par. On 27 th February 2014, the Company s issued share capital was reduced from ,80, divided into ordinary shares of 0,05 nominal value each to ,56 divided into ordinary shares of 0,01 each. With the reduction of the Company s issued share capital by ,24 a respective amount was written-off from the Company s accumulated losses. On 19 th May 2014, new ordinary shares of 0,01 nominal value each were issued at the total value of and at 0,015 premium per share for a total of Of these shares were allotted to main shareholders and to companies related to them as repayment of loans and other dues (or part thereof) that the Company owed to them at 0,025 per share for a total of The remaining shares were allocated to an existing shareholder for cash at 0,025 each for a total of On 9 th September 2014, new ordinary shares of 0,01 each were issued of which were allotted to a main shareholder as capitalisation of loans and other dues at 0,025 each for a total of The remaining shares were allotted to an existing shareholder for cash at 0,025 each for All ordinary shares issued as above were listed on the Cyprus Stock Exchange in accordance with the provisions of the Law and of which the delisting form C.S.E. is proposed. C. EVOLUTION AND REASONS FOR WHICH THE SUBMISSION FOR DELISTING OF SHARES FROM C.S.E. IS PROPOSED Primetel Plc was incorporated in Cyprus on 18 th June 2003 as a private Limited Liability Company with registration number On 4 th June 2007 through a special resolution the Company was converted into a Public Company in accordance with the Companies Law Cap. 113 and was renamed Primetel Public Company Limited. Subsequently, on 30 th August 2007 it was renamed Primetel PLC. On 14 th July 2008 the Company was listed in the Alternative Market of the Cyprus Stock Exchange (CSE). Evolution By investing significant capital Primetel created the first autonomous private telecommunications network in Cyprus offering telephony, internet and television services. The Company commenced operations in November The Company went into cooperation with international television programme companies enriching its TV platform and became a pioneer in 2006 with the introduction of the then new IPTV service and interactive TV technology. On 19 th September 2008, Primetel made a Public Offer to acquire 100% of the issued share capital of SpiderNet Services Public Limited («SpiderNet») and the whole project was completed in April In June 2009 it completed the landing of the fiber optic cable system «Hawk» at the Company s private cable landing station. In 2011, the Company provides for the first time mobile tepephony services as a Mobile Virtual Network Operator (MVNO) and acquires exclusive TV rights for the home football games of OMONIA Nicosia and of Apollon Limassol. In 2012, the Company cooperates with Sonus Networks for the provision of new generation systems and network solutions end-to-end VoIP and installs and operates new generation telephony backbone system and provision of digital ISDN BRI telephone lines and VoIP Services (SIP). It also completes the landing of the marine fiber optic cable system named TAMARES connecting Israel with Cyprus and Europe. In this year the Customer Service Department of the Company was awarded the certification «Investors In People» (IIP). In 2013, η Primetel invests in new technologies, improves its infrastructure and provides tv service throughout Cyprus. In addition, it cooperates with MTN in the areas of network and provides economy packages of fixed and mobile telephone, internet, tv and wifi. 2

9 ΕΝΗΜΕΡΩΤΙΚΟ ΔΕΛΤΙΟ In 2014, η PrimeTel secured the third lmobile telephony license in Cyprus and develops from being a Mobile Virtual Network Operator (MVNO) to a Mobile Network Operator (MNO). In addition, the Company extends cooperation with OMONIA Nicosia and of Apollon Limassol for the three-year period and secures the tv rights for the Spanish Football League La Liga. As from March 2015, the Company offers 4G mobile service with network speeds over 70 Μbps. Reasons for the proposed delisting: As it is clear from the preceding historic background, for the Company s infrastructure and development of services provided, enormous investment was required which was mainly financed by the Company s major shareholders or by third parties due to the lack of liquidity both in the general market and the banks and especialy following the 2013 crisis. In the course of time and in order to reduce the Company s financial cost as well as to bring the economic idnicators within those required for public companies the said loans were capitalised though the due process provided for by the Law. During recent years and especially after the 2013 crisis the Company on a continuous basis is taking actions targeting the reduction of operating costs and the application of more productive methods of operation. It is not anticipated that in the near future there will be a possibility of drawing capital from the wider market due to its continuing thin liquidity. The result of the above is the very narrow spread of shareholding and especially the small holding by the wider public which is below 5% and at the same time transactions are very limited both in terms of number and volume. The listing of the Company s shares in the Stock Exchange has economic cost without any real benefit. In addition, the limited spread and the resulting limited volume of transactions exposes the share price to the risk of abrupt fluctuations with very small volumes. Due to the above, the Company considers that it is not bebeficial to maintain its shares listed on the C.S.E. The suggested date of delisting is the 24 th April 2017 subject to the approval of the Board of C.S.E.. D. ADVANTAGES AND RISKS AS A RESULT OF THE DELISTING OF THE COMPANY S SHARES FROM C.S.E. Advantages: As it follows from above the Company shall achieve significant savings in its operating expenses and internal procedures and taking into consideration given in E below any costs savings achived shall have a very positive effect on the Company s results and operations. Risks: Under the current circumstances, no risks are anticipated for the Company since it will continue to operate on the same basis, targeting the continuous improvement of its operational procedures so that they become more efficient and it will certainly continue to apply the principles of Good Corporate Governance. Ε. OTHER INFORMATION The Company continues to present increase in its customer base and turnover, mainly in the areas of mobile telephony, retail client services and sales to other providers. The rate of increase of its subscriber base continues in accordance with the management s strategic plan. Due to the nature of the Company s business, a large part of the cost is fixed and therefore with the increase in the number of subscribers, the cost per subscriber is reduced and the operational profitability is improved. Nevertheless, the non-existence of real improvement in liquidity and in bank finance continue to negatively affect the underlying results of the Company and to take advantage of its real potential both with regard to its customer base and its revenues. 3

10 ΕΝΗΜΕΡΩΤΙΚΟ ΔΕΛΤΙΟ The Company continues to enrich its TV content with most significant being the recent addition of the Nova Platform with Nova Cinema and Nova Sports. The Company continues the negotiations with its lender for the restructuring of its loans. During the last three years the Company did not conform with its lending obligations since it did not proceed with the payment fo the instalments due (capital and internest). The Company continues negotiatiions with its bank for the restructuring of banking facilities, The target of the restructuring is the better and efficient management of the Company s liquidity. On the date of the present Memorandum there are pending legal procedings against the Cyprus Telecommunications Authority at the Nicosia District Court for significant damages as result of abusive dominant position exploitation by CYTA. F. INTENTIONS OF THE COMPANY AFTER DELISTING The Company does not intend to differentiate its strategy due to its delisting from the Cyprus Stock Exchange. The Company s main targets are: 1. The positive result of the negotiations with its lenders for the restructuring of its loans. 2. The continuation of the expansion of its customer base. 3. The continuation of the efforts for the reduction its operational as well as its other costs. 4. The continuing enrichment of its mobile telephony services and TV content. 5. The finding of strategic partners for developing its business both for local and international services. With regard to the management of the Company s shareholder register and the facility for share trading, the Company intends to proceed with an agreement with the Cyprus Stock Exchange for using the service Maintenance of the Register of non-listed companies. Therefore, the shareholders of the Company will be able to continue to execute any transactions needed and the Company will be in a position to have the necessary information in relation to its shareholders and will be able to provide any relative services. G. CHANGES IN MANAGEMENT AND PERSONNEL AFTER DELISTING No changes are planned in the Board of Directors or personnel as a result of the delisting. Η. BOARD OF DIRECTORS STATEMENT The members of the Board of Directors unanimously state that the delisting of the Company s shares from the Cyprus Stock Exchange is to the benefit of all holders of ordinary shares of the Company. I. OFFER TO THE SHAREHOLDERS WHO WILL NOT VOTE IN FAVOUR OF THE RESOLUTION After the decision of the Board of Directors to suggest to the shareholders the delisting of the shares, Lametus Holdings Limited, a shareholder of the Company holding 8,88%, decided to propose to the shareholders who will attend the Extraordinary General Meeting and will not vote in favour of the proposed reolution for the delisting of the Company s shares from C.S.E., the cash purchase of their total shareholding at the price of 0,0207, i.e. at 2,07 cent (two cent and 7/100) per share. To this effect enclosed is a report of the independent firm BDO as to whether the above proposed consideration is fair in accordance with the provisions of the relevant Directive of the Cyprus Securities and Exchange Commission. For the shareholders facilitation and subject to the approval of the Resolution, the relevant forms shall be available at the place of the Extraordinary General Meeting for immediate completion and fast processing and as well as a Certifying Officer will be present, as required, for the completion of the C.S.E. documents. The whole process is expected to be completed by 15 th April

11 ΕΝΗΜΕΡΩΤΙΚΟ ΔΕΛΤΙΟ Board of Directors The Company s Board of Directors is the following: Pericles Manglis Hermes Stephanou Philippos Vatiliotis Nicos Ellinas Andreas Christodoulides Ioannis Tirkides Andreas Eleftheriades - Chairman - Managing Director - Member - Member - Member - Member - Member Secretary AAA Regent Consultants Limited, Armenias 39a, 2003 Strovolos By order and on behalf of the Board of Directors of the Company AAA Regent Consultants Limited Secretary NOTE: This is an unofficial translation for information purposes only. AAA REGENT CONSULTANTS LIMITED SECRETARY 5

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17 ENGLISH SUMMARY OF THE MAIN POINTS OF BDO LIMITED OPINION, AS INDEPENDENT ASSESSOR, ON WHETHER THE OFFERRED PRICE TO THOSE SHAREHOLDERS WHO WILL NOT VOTE IN FAVOUR OF THE PROPOSED RESOLUTION IS FAIR. Letter addressed to the Board of Directors of Primetel Plc, dated 8 th March 2017 Considerations: The share is characterised as illiquid due to the low level of trading activity. Based on the latest published audited accounts (dated 31/12/2015) the value of the share based on the net asset value calculation was 0,012. During the last 12 months, the average closing price of the share was 0,0207. The published unaudited financial statements the 6-month period ended 30 th June 2016 were also taken into consideration. Opinion: In the opinion of the Independent Assessor the offered price per share of 0,0207 by the proposing shareholder to those shareholders who will not vote in favour of the proposed resolution for the delisting of shares is fair. BDO LIMITED NOTE: This is an unofficial translation for information purposes only. The official letter in Greek is also published accompanying the present document, should any shareholder wish to obtain an official translation. AAA REGENT CONSULTANTS LIMITED SECRETARY