AGROS Takeover Bid Document Approved
Regarding the submission of the takeover bid of Mr. Balram Chainrai (the “Offeror”) for the acquisition of up to 100% of the issued share capital of AGROS DEVELOPMENT COMPANY "PROODOS" PUBLIC LTD (the “Offeree Company”, “AGRO”) (the “Takeover Bid”), the Offeror announces that the Cyprus Securities and Exchange Commission (the “CySEC”) has approved the Takeover Bid document (the “Document”) and permitted its publication on the 23rd of January 2025.
The total issued share capital of the Offeree Company consists of 3.590.215 ordinary shares of nominal value €1,71 each (the “Shares”). The Offeror, already holds directly 1.269.047 Shares representing the 35,35% of the Issued Share Capital and the voting rights of the Offeree Company. In addition, it has secured an irrevocable commitment from a shareholder of the Offeree Company to allot, in the context of the Takeover Bid, 158.332 Shares, representing the 4,41% of the Issued Share Capital of AGRO.
The Offeror does not hold indirectly, through persons that pursuant to the Takeover Bid Law of 2007, N.41(I)/2007, as amended (the “Law”), are considered to be acting in concert with the Offeror, any additional shares or voting rights in AGRO.
For the Takeover Bid to be considered successful, in accordance with Section 10(1) of the Law, it is required that the Offeror will receive acceptances for a percentage of securities giving him more than 50% of the voting rights of the Offeree Company. In the event that the Takeover Bid is not successful, the Offeror will not be entitled to accept any lesser percentage of acceptances.
The proposed consideration for the acquisition of the Shares, has been set to €3,00 per share, and will be paid in cash to the shareholders who will accept the Takeover Bid. The acceptance period of the Takeover Bid commences on the 30th of January 2025 and expires on the 6th of March 2025 at 1.30pm.
In the case that, with the conclusion of the Takeover Bid, the Offeror acquires more than 90% of the total issued share capital of the Offeree Company and the conditions of Section 36 of the Law apply, the Offeror does not intend to exercise its squeeze out right. Furthermore, the Offeror does not intend to proceed with any procedures to delist the Shares from the Cyprus Stock Exchange (the “CSE”).
The Document, dated 23rd of January 2025, includes the full details of the Takeover Bid, the Proposed Consideration and a detailed description of the Takeover Bid acceptance procedure. Following CySEC approval, the Document will be sent via post by the 30th of January 2025 only to those shareholders of the Offeree Company that hold at least 2.000 Shares.
Additionally, the Document, the Acceptance and Transfer Form, the Cancellation of Acceptance Form and the Investor Order Form (the “Forms”) are all available below:
The interested shareholders can also take free copies of the Document and the Forms from the offices of the Advisor of the Takeover Bid, Prudens Limited.