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Logicom Public LTD — M&A Activity 2025
Feb 26, 2025
2477_rns_2025-02-26_bce29218-d021-4593-abc1-3ecb110e91c5.pdf
M&A Activity
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APPROVAL OF TAKEOVER BID DOCUMENT REGARDING THE TAKEOVER BID OF LOGICOM SERVICES LTD TO THE SHAREHOLDERS OF DEMETRA HOLDINGS PLC
Further to the announcement of Logicom Services Limited ("Logicom Services", "Offeror") dated 17 January 2025 regarding the conduct of a mandatory takeover bid ("Takeover Bid") to all the shareholders of Demetra Holdings Plc ("Demetra", the "Offeree Company") for the acquisition of up to 100% of the issued share capital of Demetra, and pursuant to Article 22(1)(a)(i) of the Takeover Bids Law of 2007 to 2022, (the "Law"), Logicom Services announces to investors that the Cyprus Securities and Exchange Commission (the "Commission") has approved the Takeover Bid Document and has allowed its publication on 25 February 2025.
Logicom Services holds directly 76,984,453 shares representing 38.492% of the total issued share capital and voting rights of Demetra. The Offeror and the persons who, pursuant to the Law, are considered to be acting in concert with the Offeror, hold 76,985,841 shares representing 38.493% of the total issued share capital of Demetra.
It is noted that, in order for the Takeover Bid to be considered successful, pursuant to Article 10(1) of the Law, the acceptances added to the percentage of securities already held by the Offeror or the persons acting in concert with the Offeror, must grant the Offeror more than 50% of the voting rights of the Offeree Company. In the event that the Takeover Bid is not successful, the Offeror will not be entitled to accept any smaller percentage of acceptances.
Based on the Takeover Bid Document, the consideration offered to the shareholders of Demetra who will accept the Takeover Bid is €1.55 per share payable in cash.
The Period of Acceptance of the Takeover Bid for the shareholders of Demetra starts on 5 March 2025 and ends on 14 April 2025, at 14:30.
The Takeover Bid Document contains full details of the Takeover Bid, the offered consideration and a detailed description of the process of acceptance of the Takeover Bid. The Takeover Bid Document, the Acceptance and Transfer Form, the Revocation Form and the Investor Order Form will be sent to the shareholders of Demetra holding a percentage equal to or higher than 0.0125% of the issued share capital of Demetra, i.e. at least 25,000 shares.
The Takeover Bid Document, as approved by the Commission, will be available free of charge in electronic form, as of 5 March 2025:
- on the website of the Cyprus Stock Exchange (www.cse.com.cy)
- on the website of the Advisor of the Takeover Bid, The Cyprus Investment and Securities Corporation Limited (CISCO) (www.cisco-online.om.cy)
As of 5 March 2025, interested persons may also obtain a free copy of the Takeover Bid Document from the offices of the Advisor of the Takeover Bid, CISCO, Agiou Prokopiou and Posidona 1 str., 1st floor, Engomi, 2406 Nicosia, Cyprus, tel. 22121700.
Nicosia, 26 February 2025