Dolphin Capital Investors Limited
07 June 2007
For release
7 June 2007
Dolphin Capital Investors Limited (DCIL)
Further re: Acquisition of Aristo Developers Plc and Public
Offer to Acquire the Remaining Shares
Further to the announcements made by DCIL on 5, 11, 16 and 26 April 2007,
Dolphin Capital Atlantis Limited ('DCA' or the 'Company'), an acquisition
vehicle controlled by DCIL, has today published a public offer document and
launched a public tender offer for the acquisition of 100% of the share capital
of Aristo Developers Plc ('Aristo').
On 5 April 2007, DCIL announced that it had (through DCA) acquired c. 20% of
Aristo from its second largest shareholder, had conditionally agreed to acquire
a c. 59.54% stake in Aristo from founder Mr. Theodoros Aristodimou ('TA') and
certain persons and companies associated with him (the 'Principal Aristo
Acquisition') and that it would launch a public tender offer to acquire the
remaining shares in Aristo (the 'Public Offer'). In the period from 5 April to
date, DCA has acquired an additional c. 12% of the shares in Aristo by way of
on-market purchases.
On 29 May 2007, the Cyprus Anti-Monopoly Commission (the 'AMC') approved the
acquisition of Aristo by the Company and, on 6 June 2007 the Cyprus Securities
and Exchange Commission ('CySEC') gave its final approval for the publication of
Public Offer document. Accordingly, DCA has today published the Public Offer
document and formally launched the Public Offer for the acquisition of 100% of
the share capital in Aristo.
Under the terms of the Public Offer approved by CySEC, the Company has offered
shareholders a cash purchase price of €2.15 per share. Shareholders who own
more than 53,000 shares in Aristo have also been offered a share and cash
alternative, entitling them to receive 1 share in DCI Holdings Two Limited ('BVI
Holdco'), the parent company of the Company, and a cash payment for every 53,000
shares they own.
Following the approvals by the AMC and CySEC and the launch of the Public Offer,
the Principal Aristo Acquisition is unconditional in all respects and is
expected to be completed within the next two days. As part of completion, the
shares in Aristo and the consideration payable for the shares (part of which
will be satisfied by the transfer of a 15% stake in BVI Holdco to TA) will be
released from escrow with the result that DCA will own c. 92% of the share
capital of Aristo.
The Company will, upon expiry of the 30-day Public Offer acceptance period,
proceed to activate the 'squeeze-out' procedures under Cypriot take over
legislation to acquire the rest of the free float of Aristo at the Public Offer
price. This would ordinarily be expected to be a two-month process.
Contacts:
Dolphin Capital Investors www.dolphincapitalinvestors.com
Miltos E Kambourides
miltos@dolphincp.com
Pierre A Charalambides
pierre@dolphincp.com
Adventis Financial PR
Annie Evangeli 020 7034 4757 / 07778 507 162
aevangeli@adventis.co.uk
Grant Thornton Corporate Finance (Nominated Adviser) 020 7383 5100
Philip Secrett
Panmure Gordon 020 7459 3600
(Broker)
Richard Gray / Dominic Morley / Andrew Potts
This information is provided by RNS
The company news service from the London Stock Exchange