Claridge Public LTD — M&A Activity 2015

Jan 22, 2015

Claridge Public Limited

Office of the Secretary P.O.BOX 50012, 3600 Limassol, Cyprus Tel.:00357 25871600, Fax: 00357 25362001 e-mail: pmc@pkdlaw.com

ANNOUNCEMENT SALE OF AMATHUS BEACH HOTEL PAPHOS

The board of directors of Claridge Public Limited at its meeting on 22/01/2015 decided to accept a proposal submitted by K.A. Olympic Lagoon Resort Limited, whose shareholders are Kanika Hotels Limited with a percentage of 52% and Amathus Public Limited with a percentage of 48%, for the sale of Amathus Beach Hotel Paphos and 2 apartments at Apollo Heights for the sum of €35.000.000. The decision of the board of directors of Claridge Public Limited is subject to ratification by an Extraordinary General Meeting of the Company which will be called on 17/02/2015, since the proposal of K.A. Olympic Lagoon Resort Limited will remain in force up to the 28/02/2015. The whole consideration of such sale will be paid entirely in cash by the purchasers to Claridge Public Limited, simultaneously with the transfer of the hotel to the name of the purchasers.

More specifically the value of the hotel including its content has been agreed at $\epsilon$ 34.450.000 and of the 2 apartments in Apollo Heights in the amount of €550.000. The price for the hotel was determined by reference to its value before the commencement of the renovations for its conversion into an Olympic Lagoon Resort, the total cost of which is estimated at €13.500.000 and which will be undertaken by K.A. Olympic Lagoon Resort Limited. The board of directors of Claridge Public Limited before taking any decision, took into consideration 2 valuations made by independent valuers as regards the value of the hotel and declare that the said transaction is made at arm's length.

During the discussion of the proposal of K.A. Olympic Lagoon Resort Limited, 4 out of the 7 members of the board of directors of Claridge Public Limited declared in accordance with Article 191 of the Companies Law an interest in the transaction, because of their relationship with Amathus Public Limited and did not participate in the discussion nor voted for such decision. They also were not taken into account when calculating the quorum at the time of discussion of the said issue. The relevant decision was taken unanimously by the remaining members of the board of directors.

The board of directors of Claridge Public Limited was led in taking the above said decision having taken into account the following:

Claridge Public Limited

Office of the Secretary P.O.BOX 50012, 3600 Limassol, Cyprus Tel.:00357 25871600, Fax: 00357 25362001 e-mail: pmc@pkdlaw.com

• 1. The amount of the Company's loan debt, which amounts to €32,3 million, out of which an amount of $E2,02$ million are overdue since 31/12/2014 and an amount of $E23,5$ million shall become payable on 31/12/2015.
• 1. The absence of an agreement with the lenders of the Company to restructure its loan debt.
• 1. The failure to secure the total amount needed for financing the renovations for the conversion of the hotel in Paphos into an Olympic Lagoon Resort.
• 1. The failure to secure adequate liquidity to meet the Company's obligations.
• 1. The significant loss of the issued share capital of the Company.

Claridge Public Limited will make a full repayment of its loan debt out of the proceeds of the said sale of the hotel and the net balance, following the payment of any related taxes, will be distributed to its shareholders. Claridge Public Limited has already discussed this issue with its bank and negotiations are made as regards the amount to be paid in full settlement. Following the sale of the hotel by Claridge Public Limited, the Company's activities are severely limited as it remains at its ownership the 31% approximately of the share capital of Leisure Holding S.A., the owner company of Amathus Beach Hotel Rhodes and Amathus Elite Suites, as well as the 100% of the share capital of Amathus Vacation Ownership Limited, which owns 27 housing units at Apollo Heights at Aphrodite Hills Resort.

Limassol, 22/01/2015