Balram Chainrai submits public offer to acquire up to 100% of Rodon hotel

Investor Balram Chainrai has announced his final decision to proceed with a voluntary public offer to acquire up to 100% of the issued share capital of the Agros Development Company “Progress” Public Ltd, the owner of the Rodon Mount Hotel & Resort.

The announcement follows previous statements by Chainrai regarding his intention to make a public offer to the shareholders of the company under acquisition.

The issued share capital of the company under acquisition consists of 3,590,215 ordinary shares with a nominal value of €1.71 each.

In a statement to the Cyprus Stock Exchange (CSE), it was noted that the bidder, or any person legally considered to act in coordination with him, does not directly or indirectly hold any shares in the company under acquisition. Additionally, he does not act in coordination with any other party nor has he secured any irrevocable commitments from shareholders of the company to accept the public offer.

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The public offer is not subject to any conditions, though for it to be a success, a minimum acceptance threshold has been set at 50% of the voting rights in the company under acquisition. If the public offer fails, Chainrai will not be entitled to accept a lower share cut.

Furthermore, following the completion of due diligence, the proposed consideration for acquiring the shares of the company under acquisition has been set at €3 per share, payable in cash to the shareholders who accept the public offer.

The bidder will make all necessary arrangements with a Cyprus-based financial institution to ensure the payment of the consideration to shareholders who accept the public offer, the statement said.

Full details and information about the public offer will be included in the prospectus that will be prepared in line with the provisions of the law and the directives of the Cyprus Securities and Exchange Commission (CySEC).

No squeeze-out for specific cases

The public offer is subject to CySEC’s approval of the prospectus, which will be submitted to the Commission within 12 business days of this announcement.

It is also clarified that if, by the end of the public offer, the bidder acquires more than 90% of the issued share capital of the company under acquisition and if the conditions of Article 36 of the law are met, he does not intend to exercise the squeeze-out right and will not require the transfer of the remaining shares of the company under acquisition.

In conclusion, it is noted that Prudens Limited acts as the public offer advisor for Chainrai within the framework and purposes of the public offer process.

Additionally, following the 10 December 2024 announcement regarding the public offer to the shareholders of the "Agros Development Company 'Progress' Public Ltd" by Balram Chainrai, the Cyprus Stock Exchange announced, under paragraph 2.3.9 of CSE Directive 409/2006 (as amended), that it will broaden the price fluctuation limits upwards to facilitate transactions at the price announced by the proponent.