Marfin Popular Bank Public Co Ltd announces that it has agreed the acquisition of 49% of the share capital of Egnatia Financial Services (Cyprus) Limited ("Company"), which is held by a number of shareholders. Within five (5) working days Marfin Popular Bank Public Co Ltd will proceed with the acquisition of the remaining 51% of the Company's share capital, which is currently held by its subsidiaries Egnatia Securities SA and Egnatia Bank SA. As a result, following the above, the total share capital of the Company will be held directly by Marfin Popular Bank Public Co Ltd. This acquisition comes within the context of reorganising investment services provided by Marfin Popular Bank Group in Cyprus and obtaining full control of the Company. The above acquisition is expected to have a positive impact on the results of Marfin Popular Bank Group by strengthening its presence in the investment services sector in Cyprus.
Acquisition price:
The total price of the acquisition of 100% of the Company's share capital will be £2.882.558 and will be paid in cash. With regard to the acquisition of share capital concerned, a due diligence study has been prepared by the independent audit firm Moore Stephens Stylianou & Co. It is noted that no external consultant was involved in relation to the acquisition of share capital in the Company.
Calculation of goodwill and accounting operation:
The goodwill that will arise from the acquisition of 100% of the Company's share capital has been calculated, on a preliminary basis, at £600,000. This goodwill arises at Group level and will be subject to annual depreciation monitoring.
General information about the Company:
(i) Main activities:
Egnatia Financial Services (Cyprus) Limited was established in Cyprus on 18 October 2001 as a private limited liability company pursuant to Chapter 113 of the Companies Law, with Registration No ΗΕ124633. The Company is primarily involved in providing the main investment services of receipt and transmission, on behalf of third parties, of orders relating to transactions in financial instruments, execution of orders, management of client investment portfolios, underwriting of issues and disposal of financial instruments and a number of associated services, as recorded in the Company's operating licence, granted by the Securities and Exchange Commission (Licence No 006/03).
(ii) Share structure prior to acquisition:
The total authorised, issued and fully paid up share capital of the Company is £2.000.000, which consists of 2.000.000 shares, each with a nominal value of £1. The Company shareholders prior to acquisition are shown below:
Egnatia Securities SA: 920.000 shares, 46,0%.
Sciens Eastern Med LLC: 400.000 shares, 20,0%.
G.A.E.A. Nominees Limited: 160.000 shares, 8,0%.
Marios Hadjiyiannakis: 160.000 shares, 8,0%.
Takis Kyriakidis: 120.000 shares, 6,0%.
Egnatia Bank SA: 100.000 shares, 5,0%.
Vasos Paraskevas: 100.000 shares, 5,0%.
Christos Homatas: 40.000 shares, 2,0%.
It is noted that Egnatia Securities SA and Egnatia Bank SA are members of Marfin Popular Bank Group.
(iii) Company key economic data:
According to the audited financial statements of the Company for 2006, total income was £1,98 million, while profit after tax was £607 thousand, approximately. Lastly, shareholders' interest, according to the audited financial statements of the Company as at 31 December 2006, was £2,26 million.
This transaction takes place on a purely commercial basis.