IRF.L Regulatory News (IRF)

28 Jun 2006 07:01

IRF European Fin Investments Ltd 28 June 2006 IRF European Finance Investments Ltd. ("IRF" or the "Company") Results of Special General Meeting IRF is pleased to announce the results of its special general meeting heldearlier today. The special general meeting was called to approve, inter alia, the acquisitionof an interest in Proton Investment Bank S.A ("Proton"). As indicated in there-admission document dated 9 June 2006, which was sent to the Company'sshareholders and warrantholders, IRF entered into a conditional acquisitionagreement (the "Acquisition Agreement") with Elias Lianos and AnthonyAthanasoglou (the "Sellers") to acquire between 28 per cent. and 30 per cent. ofthe issued share capital of Proton (the "Acquisition"). The Greek Capital Market Commission has not, to date, responded to the Company'srequest to give a ruling on whether the Acquisition falls within the provisionsof the new Greek Takeover Law. As such, 12,638,050 shares will be acquired bythe Company, representing 28 per cent. of Proton's issued share capital. Thetotal consideration due is €120,061,475. The Acquisition Agreement was conditional on the approval of the Company'sshareholders. At the special general meeting, 43,391,839 shares representing75.74 per cent. of the outstanding shares carrying the right to vote, andrepresenting 69.67 per cent. of the shares issued by the Company pursuant to itsplacing in connection with the Company's admission to AIM, voted in favour ofthe Acquisition. The Acquisition has therefore been approved and completion ofthe Acquisition is expected to take place on 28 June 2006. Shareholders holding 430,000 shares elected, conditional upon completion of theAcquisition, to have such shares repurchased by the Company. These shares willthen be cancelled by the Company upon receipt of original share certificates andpayment of the repurchase price. As a result of this repurchase, there will be56,861,675 shares outstanding. The number of warrants remains unchanged. The resolutions to amend the bye-laws of the Company by deleting bye-law 49 andto designate the Company's directors into certain classes were not passed. The resolution to amend the bye-laws by the insertion of a new bye-law 50 givingthe Company power to reject transfers of shares or to force transfers of sharesso as to avoid having more than ninety-nine US shareholders was passed. Enquiries: Seema PatersonCollins Stewart LimitedTelephone: 020 7523 8350 This information is provided by RNS The company news service from the London Stock Exchange