Claridge Public LTD — M&A Activity 2016

Dec 23, 2016

Claridge Public Limited

Office of the Secretary 10, George Gennadiou Street, Agathangelos Court office 303, P.O. Box 50012, 3600 Limassol Tel.: 25871600, Fax: 25362001 $info@pkdlaw.com$

ANNOUNCEMENT

SIGNING OF A CONTRACT FOR THE SALE OF AMATHUS BEACH HOTEL RHODES

Claridge Public Limited ("the Company") announces that Leisure Holding S.A. ("the selling company"), registered in Luxemburg, in which the Company participates with a percentage of 30,87%, has signed on 22/12/2016 a Share Purchase Agreement with London & Regional Group Trading No.3 Limited ("the purchasing company") registered in the United Kingdom, under which the purchasing company purchases from the selling company the 100% of the issued share capital of LANDA AXTE ("the owner company"). The owner company is the owner of Amathus Beach Hotel Rhodes which is situated on the seafront of Ixia, Rhodes. It is emphasized that the completion of the Share Purchase Agreement and the transfer of the owner company shares from the selling company to the purchasing company shall take place on 17/01/2017, provided that until then various conditions and/or terms enumerated in the said contract will be satisfied, the main of which are the following:

• А. The successful completion of the negotiations of the purchasing company with the bankers of the owner company as regards the debt restructuring of the owner company.
• The successful settlement of the pending legal cases of the owner company in В. relation to the ownership of the hotel.
• C. The obtaining of the necessary permits from the Authorities for the construction of a traffic junction node in front of the hotel on the lalysos Avenue.
• D. The submission of the relevant drawings according to Law 4178/2013 for the legalization of the unauthorized structures of the hotel and the payment of all relevant financial burdens.

The final consideration for the sale of the owner company's shares by the selling company to the purchasing company shall be based on the enterprise value, which has been agreed to the amount of $\epsilon$ 30.549.524, the deduction of the debt of the owner company to the banks, which today amounts to approximately $\epsilon$ 23.205.000, minus/plus the working capital of the owner company on 17/01/2017, minus balance sheet adjustments which have been agreed to the amount of $\epsilon$ 300.920. The final amount of the consideration will be paid in cash by the purchasing company to the selling company on 17/01/2017 less the amount of €400.000

Claridge Public Limited

which will be withheld as a reserved guarantee amount for the execution of various works undertaken by the selling company and shall be completed by April 2017.

It is estimated that the net balance which will be distributed to the shareholders of the selling company will be approximately €5 million, out of which the Company will be entitled to collect 30,87% of any distributable amount either as dividend or otherwise.

As long as the Share Purchase Agreement will be completed, the possession of Amathus Beach Hotel Rhodes will be delivered to the purchasing company on 17/01/2017.

Despite the fact that the results of the owner company's hotel during the recent years were profitable, the high borrowing and the need for extensive renovations to the said hotel had rendered the operation of the owner company non financially sound, with the result for the selling company to decide the sale of the owner company and the transferring of the owners company borrowing to the purchasing company, which will also undertake the cost of the renovations, which were estimated to be within the region of $E$ 5 - $E$ 7 million.

It is expected that from the sale of the owner company's shares to the purchasing company, the Company will improve its cashflow with the inflow of funds and the stopping of outflow of funds for the support of the needs of the owner company, under the legislation of Luxembourg as well as under the Greek legislation.

Finally, in general, the following must be noted:

• A. There was a mediation of an agent for the sale of the shares of the owner company, to whom an amount of €810.990 will be paid. The said agent is an English company and is not related in any way either with the shareholders or with the members of the board of directors of the owner company or the selling company or the Company.
• B. There is no interest in the said transaction under article 137(3) of the Law which relates with the Stock Exchange for the secretary or for any member of the Board of Directors or for the main shareholders of the Company. Beyond the participation of the Company in the share capital of the selling company there is no other relationship of a designated person, within the meaning of the Law, either for the transaction or with the contracting parties or with the mediator for the transaction.

Date: 23 December 2016