Dci Advisors Regulatory News (DCI)

7 Jun 2007 07:02

Dolphin Capital Investors Limited07 June 2007 For release7 June 2007 Dolphin Capital Investors Limited (DCIL) Further re: Acquisition of Aristo Developers Plc and Public Offer to Acquire the Remaining Shares Further to the announcements made by DCIL on 5, 11, 16 and 26 April 2007,Dolphin Capital Atlantis Limited ("DCA" or the "Company"), an acquisitionvehicle controlled by DCIL, has today published a public offer document andlaunched a public tender offer for the acquisition of 100% of the share capitalof Aristo Developers Plc ("Aristo"). On 5 April 2007, DCIL announced that it had (through DCA) acquired c. 20% ofAristo from its second largest shareholder, had conditionally agreed to acquirea c. 59.54% stake in Aristo from founder Mr. Theodoros Aristodimou ("TA") andcertain persons and companies associated with him (the "Principal AristoAcquisition") and that it would launch a public tender offer to acquire theremaining shares in Aristo (the "Public Offer"). In the period from 5 April todate, DCA has acquired an additional c. 12% of the shares in Aristo by way ofon-market purchases. On 29 May 2007, the Cyprus Anti-Monopoly Commission (the "AMC") approved theacquisition of Aristo by the Company and, on 6 June 2007 the Cyprus Securitiesand Exchange Commission ("CySEC") gave its final approval for the publication ofPublic Offer document. Accordingly, DCA has today published the Public Offerdocument and formally launched the Public Offer for the acquisition of 100% ofthe share capital in Aristo. Under the terms of the Public Offer approved by CySEC, the Company has offeredshareholders a cash purchase price of €2.15 per share. Shareholders who ownmore than 53,000 shares in Aristo have also been offered a share and cashalternative, entitling them to receive 1 share in DCI Holdings Two Limited ("BVIHoldco"), the parent company of the Company, and a cash payment for every 53,000shares they own. Following the approvals by the AMC and CySEC and the launch of the Public Offer,the Principal Aristo Acquisition is unconditional in all respects and isexpected to be completed within the next two days. As part of completion, theshares in Aristo and the consideration payable for the shares (part of whichwill be satisfied by the transfer of a 15% stake in BVI Holdco to TA) will bereleased from escrow with the result that DCA will own c. 92% of the sharecapital of Aristo. The Company will, upon expiry of the 30-day Public Offer acceptance period,proceed to activate the "squeeze-out" procedures under Cypriot take overlegislation to acquire the rest of the free float of Aristo at the Public Offerprice. This would ordinarily be expected to be a two-month process. Contacts:Dolphin Capital Investors www.dolphincapitalinvestors.comMiltos E Kambouridesmiltos@dolphincp.comPierre A Charalambidespierre@dolphincp.com Adventis Financial PRAnnie Evangeli 020 7034 4757 / 07778 507 162aevangeli@adventis.co.uk Grant Thornton Corporate Finance (Nominated Adviser) 020 7383 5100Philip Secrett Panmure Gordon 020 7459 3600(Broker)Richard Gray / Dominic Morley / Andrew Potts This information is provided by RNS The company news service from the London Stock Exchange