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Claridge Public LTD — Management Reports 2015
May 22, 2015
2455_ir_2015-05-22_261de266-656f-42b0-bc69-83ac0158f791.pdf
Management Reports
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Claridge Public Limited
Office of the Secretary P.O. Box 50012, 3600 Limassol, Cyprus Tel.:00357 25871600, Fax: 00357 25362001 e-mail: [email protected]
Interim Management Statement
Claridge Public Limited ("the company") presents the Interim Management Statement of the Group for the period from 1st of January 2015 to 21st May 2015, which has been prepared pursuant to the provisions of article 11 of the Transparency Requirements Law of 2007 (N.190(I)/2007).
Nature of Activities of the Group
The main activities of the Group have not changed compared with those of the last year ended on 31 December 2014, which are the provision of hotel services as well as the selling of properties through its wholly subsidiary company Amathus Vacation Ownership Limited.
General review of the Financial Status of the Hotel Sector for the period from 1 January until 30 April 2015
For the period under examination, Amathus Beach Hotel Paphos remained closed because of the renovations works which are executed for its conversion into Olympic Lagoon Resort Paphos. The renovations works which started on 25 September 2014 are expected to be completed by the end of May 2015. The hotel shall start operating under its new name on 31 May 2015.
General review of the Financial Status of the Development and disposal of immovable property sector for the period from 1 January until 30 April 2015
As regards the wholly subsidiary company of the Group, Amathus Vacation Ownership Limited, no sales have been taken place during the period under reference.
Main risks and uncertainties
The main risks and uncertainties that the Group faces are the same as those described in the Annual Report for 2014.
Significant Facts and Transactions
On 13 January 2015 Mr Christos Stergios Glavanis resigned from the office of a director of the Company for personal reasons.
On 20 January 2015 Mr Tellos Papageorgiou resigned from the office of a director of the Company for personal reasons.
On 12 February 2015 the board of directors of the Company accepted a binding offer by Invel Real Estate Management Ltd for the acquisition of the 100% share
Claridge Public Limited
Office of the Secretary P.O. Box 50012, 3600 Limassol, Cyprus Tel.:00357 25871600, Fax: 00357 25362001 e-mail: [email protected]
of the Company in Leisure Holding S.A. The proposal of the Invel Real Estate Management Ltd is subject to the fulfilment of a number of conditions precedent and the successful completion of the due diligence process which is expected to be in May 2015.
On 20 February 2015 the issue share capital of the Company, which was €36.775.403 divided into 108.162.950 shares of nominal value €0.34 each, was reduced following a Court decision to €12.979.554, divided into 108.162.950 shares of nominal value €0,12 each.
On 17 March 2015 the Company signed a Loan Agreement for an amount of $\epsilon$ 5,8 million loan to be received from Amathus Public Ltd, which owns a percentage of 40,53% of the issue share capital of the Company, in order to cover part of the cost for the renovations executed in its hotel for its conversion into an Olympic Lagoon Resort.
On 2 April 2015 a Sale Agreement with K.A. Olympic Lagoon Resort Ltd was signed for the sale of Amathus Beach Hotel Paphos and two apartments from its subsidiary company Amathus Vacation Ownership Ltd in consideration of €35.000.000 in cash. The said sale was decided by the board of directors of the Company on 22 January 2015 and was ratified by the decisions of 2 extraordinary general meetings of the Company held on 17 February 2015 and 7 April 2015.
On 13 May 2015 a petition was served upon the Company under Articles 158, 202, 203, 209, 210, 211(f) of the Companies Law, by which a number of shareholders holding 5,63% of the Company's issued share capital claim its dissolution or alternatively the buy-out of their shares or even further alternatively an order of the Court for the inspections of the affairs of the Company by an inspector or any other remedy which the Court may consider reasonable under the circumstances.
During the reporting period there were no other significant events and transactions other than the ordinary activities which have an impact on the financial position of the Group.
Prospects
The board of directors of the Company taking into consideration all the above, the possible delay for transferring the Hotel to K.A. Olympic Lagoon Resort Ltd,
Claridge Public Limited
Office of the Secretary P.O. Box 50012, 3600 Limassol, Cyprus Tel.:00357 25871600, Fax: 00357 25362001 e-mail: [email protected]
the pending proposal of Invel Real Estate Management Ltd, the examination and outcome of the petition to wind-up the Company considers that at this stage any prediction for the results of 2015 shall be extremely risky.
Limassol, 22 May 2015