Claridge Public LTD

Related Party Transaction • Aug 28, 2024

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

The board of directors of Claridge Public Ltd (the Company) at its meeting which was held on 28/08/2024 studied the offer submitted by Amathus Ltd for the acquisition of 100% of the issued share capital of its subsidiary company Amathus Vacation Ownership Ltd (AVOL) and took the following decisions:

• (1) It approved the declarations of interest made by Messrs. Platon E. Lanitis, Marios E. Lanitis and Costas Charitou, who did not participate in the whole procedure.
• (2) It was decided that the offer of Amathus Ltd be accepted, as submitted. The said decision was based on the following factors:
  • (i) Since 2016 Claridge Public Ltd had no business activities. It was engaged with the sale of immovable properties through AVOL. In December 2023 the last immovable property of AVOL was sold. The only asset remaining following the sale of all the immovable properties is the shares owned by the Company in AVOL (100%).
  • (ii) The balance sheet of AVOL on 28/08/2024 displays the following:

Assets
Trade receivables	€259.413
V.A.T. refundable	€46.789
Total Assets	€306.202
Equity and Liabilities – Share capital - Reserves
Share capital	€505.426
Share premium account	€13.451.158
Accumulated losses	-€13.956.584
Equity	€0
Liabilities
Due to Claridge Public Ltd	€306.202
Equity and Liabilities	€306.202

• (iii) The V.A.T. refundable (€46.789) was calculated on AVOL's declarations and is subject to examination by the tax authorities. The exact amount that will be returned, if any amount will be returned, has not been clarified, yet.
• (iv) The trade receivables (€259.413) relate to the amount claimed by AVOL from 2 purchasers of immovable properties and the disputes will be solved in court.

Claridge Public Limited

• (v) AVOL gave various warranties to 9 purchasers of properties, the last of which expires on 04/10/2025 while 3 more by mid-2025. The rest will expire on September 2024.
• (vi) With the acquisition of AVOL by Amathus, all the above complexities will be transferred to Amathus Ltd and the Company will be released from those.
• (vii) The board of directors of the Company took the above decision without obtaining any expert advice.
• (3) AVOL was incorporated on 05/08/2000, having as object to undertake the construction and operation of a tourist village at Aphrodite Hills in the form of timesharing. Following the failure of the initial venture, AVOL decided to dispose of all the units which were constructed to interested purchasers. In total 82 units were sold, the last of which was in December 2023. Part of AVOL's investment was financed by bank loan and part from loan received from the Company. The Company has written off significant amounts that were to be received from AVOL, following its inability to repay its dues to the Company. The bank loan has been repaid.
• (4) The total consideration to be paid by Amathus Ltd to the Company for the acquisition of AVOL is €276.000. Such amount will be paid immediately and simultaneously with the transfer of all the shares of AVOL to Amathus Ltd. When fixing the consideration, no premium has been taken into account.
• (5) Amathus Ltd directly possesses 40,53% of the issued share capital of the Company while Lanitis Group, in which Amathus Ltd participates, together with all related persons hold around 46% of the issued share capital of the Company. Based on the data referred to above and taking into consideration the commercial risks as regards the collection of the VAT refundable, the trade receivables and the warranties that were given to various purchasers of immovable units, it is evident that the whole transaction was made on a pure commercial basis, particularly favourable to the Company.
• (6) The seller of the AVOL shares is Claridge Public Ltd and the purchaser is Amathus Ltd.
• (7) The said sale is not expected to materially affect the results of the Company, since it is made purely for liquidating its assets and it is preparatory to the proposal of the board of directors for winding up the Company on the initiative of its shareholders.
• (8) There was no mediation for the said sale of shares and no amount was paid as commission.

Limassol, 28 August 2024