Company Announcements – June 2006
To View the official announcement, click on the Company name. Eden Finance plc At a meeting held on the 28th June 2006, the Board of Directors of Eden Finance plc discussed and approved the attached audited financial statements for the year ending 31st December 2005. Click on the Company name to view the financial statements of Eden Leisure Group Ltd. Malta International Airport The Board of Directors propose that the AGM approves the payment of a gross dividend of Lm0.0338. Upon such approval, all shares of Malta International Airport plc settled as at close of business on Friday 21st July 2006, shall be entitled to a payment of a net dividend of Lm0.22 per share, which shall be paid by not later than the 31st August 2006. The Board of Directors of MIA plc have today approved the financial statements for the year ended 31st March 2006 and resolved that they be submitted for the approval of the shareholders at the forthcoming AGM. The AGM shall be held on the 13th July 2006. Shareholders on the Company’s Register, at the securities Depository of the Malta Stock Exchange as at close of business on Thursday, 15th June 2006 will receive notice of the AGM together with a copy of the Annual Report and Financial Statements. To view the full company announcement kindly click on the title. International Hotel Investments International Hotel Investments plc held its Sixth AGM on 31st May 2006 when the shareholders approved all the resolution on the Agenda including the special business. It was announced during the meeting that negotiations were at a very advanced stage with a leading US company for the acquisition of a shareholding in CHI ltd, the management company in which IHI holds a 20% stake. The Managing Director in reviewing the financial results for the financial year ending 31st December 2005, also highlighted forecasts and expectations of the performance of IHI for the financial year ending 31st December 2006. To view the full company announcement kindly click on the title Fimbank Plc Quote Reference is made to the news published today in the local press quoting an article published in the Azernews.net, reporting statements made by the Minister of Communication of Azerbaijan in relation to litigation proceedings instituted by the Company against the State of Azerbaijan in The Netherlands. The Company hereby categorically denies all assertions contained in those news including, but not limited to those about the likely outcome of the case, the compensation demanded, the payment of any fines or indeed any other allegations contained therein. The case is currently being heard before the Courts in The Netherlands and, being subjudice, the Company will refrain from making any further statements. To view the full company announcement kindly click on the title Hotel San Antonio The following resolutions are being presented for consideration at the Annual General Meeting of Hotel San Antonio plc to be held on Friday 30th June 2006 at Grand Hotel Mercure San Antonio at 15.00 hours. To receive and approve the audited accounts for the year ended 31st December 2005 and to consider the Directors’ and Auditors’ report thereon. To re-elect and appoint Directors To re-appoint the auditors. FIMBank Plc FIMBank plc announces that the Board of Directors shall be meeting on 11thAugust 2006 to:Consider and approve the half-yearly financial statements for the six monthsperiod from 1st January 2006 to 30th June 2006Consider the payment of an interim dividend, if any. Lombard The Board of Directors of Lombard Bank Malta p.l.c. will be meeting on Tuesday 8th August 2006 to consider and approve the Group’s and the Bank’s Financial Statements for the half year ended 30th June 2006. Middlesea Insurance Following the board meeting of 28 April 2006, the Board of Directors of Middlesea Insurance plc has decided to propose to the shareholders of the company a change in the Company’s Memorandum of Association whereby: The Authorised Share Capital of the Company presently divided into 30,000,000 ordinary shares of 50c each be split into 60,000,000 ordinary shares of 25c each. The Issued share capital of the company presently divided into 12,500,000 ordinary shares of 50c each be split into 25,000,000 ordinary shares of 25c each which are listed on the stock exchange. Such a change may be effected by the passing of an ordinary resolution at General Meeting. Should the resolution be accepted by shareholders, the share split will take place as at close of business of Wednesday, 28 June 2006. The following extraordinary resolution is to be presented at eh General Meeting to be held on 16 June 2006. Upon motion by a shareholder and seconded by another shareholder, it is RESOLVED that, the Company be and is hereby authorised to acquire such number of its own shares subject to the limitations and conditions set out in the Companies Act 1995, subject to the following conditions: The maximum number of its own shares that the Company is authorised to acquire is 2,500,000 ordinary shares The authorisation hereby given to the Company expires at the end of the next Annual General Meeting or on the 17the December 2007 whichever is the earlier. The consideration, which the Company is authorised to pay with respect to each of such shares, shall not be less than two liri and sixty three cents (Lm2.63) per share and not more than seven liri and eighty seven cents (7.87) per share. Shareholders passed a similar extraordinary resolution during the AGM held on 17 June 2005. The number of shares indicated in clause 1 of the above extraordinary resolution is subject to the prior acceptance of the proposed share split ordinary resolution. Otherwise, the number of shares will be adjusted accordingly. Lombard Banca della Svizzera Italiana (BSI) acquires Banca Unione di Credito from FIAT Group. The agreement is subject to the approval of the regulatory and competition authorities. The transaction is part of the FIAT Group’s strategy to focus on the automotive business, which includes the sale of non-core activities. BUC has been part of the FIAT group since 1947 and since 2002 has held a 26.55% shareholding in Lombard Bank Malta p.l.c. For BSI, the acquisition is part of a growth programme in the asset management sector and follows the recent acquisition of Ifabanque in Paris. BSI was founded in Lugano in 1873, and is the oldest bank in the canton of Ticino. In 1998 it became fully-owned by the Generali group. It specialises in asset management and related services for private and institutional clients and is present in major financial markets worldwide. The Generali Group is one of the leading players in global insurance and financial services with a presence in over 40 countries. The Group registered profits of Euro 1.91 billion for the year ended 31st December 2005. Maltacom Maltacom p.l.c announces that Mr. David Kay has been appointed, Chief Executive officer with effect from the 16th of June 2006. Mr. Kay is a graduate in economics and is a member of the Institute of Chartered Accountants of England and Wales. He has held senior financial and general management positions in the Cable and Wireless Group of Companies in the UK, Hong Kong, Latvia and Macau. He has held non-executive directorships in telecommunications companies in Fiji, Indonesia and China. In his capacity as Chief Executive Officer Mr. Kay shall have the overall responsibility for ensuring the execution of the Company’s policies as established by the Board of Directors. Maltacom Maltacom p.l.c. announces that Dr. Francis Galea Salomone has been reconfirmed Company Secretary. Dr. Galea Salomone was appointed Company Secretary in June 2005. Prior to his appointment as Company Secretary he served as Director on Technical Management Services Limited, a wholly owned Maltacom subsidiary. Dr. Galea Salomone holds a bachelors degree in International Business and a Masters degree in European Studies from the University of Kent (Canterbury). He read law at the University of Malta, and graduated as a lawyer in 2002. Dr. Galea Salomone is in private practice and acts for a number of local and international clients in the banking, insurance and financial services sectors. Bay Street Finances The Board of Directors of Bay Street Finance p.l.c. is scheduled to meet on the 27th of June 2006 to consider and approve the company’s audited financial statements for the period 1st January 2005 to 31st December 2005. Middlesea Insurance The Annual General Meeting of Middlesea Insurance p.l.c. was held on 16 June 2006. All the Ordinary Resolutions as put to the General Meeting were approved by the shareholders. During the Annual General Meeting, shareholders approved the payment of i) A dividend of 7c0 per ordinary share of 50c each that amounts to Lm875000. The dividend will be paid on 3 July 2006 to all shareholders of the company registered at the closure of business on 16 May 2006. ii) A special 25th Anniversary commemorative dividend of 3c per ordinary share of 50c each that amounts to Lm375000. The dividend will be paid on 3 July 2006 to all shareholders of the Company appearing on the register of shareholders at close of business on the Malta Stock Exchange on 16 May 2006. Pursuant to Article 48(2) of the Articles of Association, the Company may by Ordinary Resolution sub-divide its shares, into shares of smaller amount than is fixed by the Memorandum of Association. An ordinary resolution was approved by Shareholders whereby Clauses 4(1) and 4(2) of the Company’s Memorandum of Association are amended as follows: 1. The Authorised Share Capital of the Company is divided into 60,000,000 ordinary shares of 25c each; 2. The Issued Share Capital of the Company is divided into 25,000,000 ordinary shares of 25c each. The share split will take place as at close of business of Wednesday, 28 June 2006. An Extraordinary Resolution put to the General Meeting to allow the Company acquire such number of its own shares, pursuant to Article 8 of the Company’s Articles of Association and Section 106 of the Companies Act 1995 was withdrawn. Moreover, the persons who shall be serving on the Board of Directors are George Bonnici, Dr Evelyn Caruana Demajo, Roderick E.D. Chalmers, Alessandro Corsi, Gaston Debono Grech, Tonio Depasquale, Victor Galea Salomone, Dr John C. Grech, Mario C. Grech, Andres Jimenez Herradon, Dr Michael Sparberg, Lino Spiteri, Domingo Sugranyes Bickel, Frank Xerri de Caro and Joseph F.X. Zahra. Following a special Board Meeting convened immediately after the Annual General Meeting, Mr M.C. Grech was appointed Chairman and Mr R.E.D. Chalmers was appointed Deputy Chairman. Suncrest Hotels p.l.c. The Board of Directors of Suncrest Hotels plc is scheduled to meet at the Suncrest Hotel, Qawra, on Monday, June 26, at 1.00p.m. to approve the Company’s Interim Accounts for the six months ended April 30, 2006. Eden Finance p.l.c. The Board of Directors of Eden Finance Plc will be meeting on the 28th of June to discuss and propose for approval the Audited Financial Statements for the year ending 31st December 2005. BOV By its letter dated 26th June 2006, Banco di Sicilia SpA (BdS) informed the Bank of Valletta plc (BOV) that BdS will be seeking the consent of the Competent Authority, to transfer to its holding company Capitalia SpA of Via Marco Minghetti 17, 00187 Rome, Italy, the qualifying shareholding that BdS holds in BOV, consisting of 16,128,000 ordinary shares of Lm0.25 cents each fully paid up, that represent 14.55% of BOV’s total share capital. BOV was informed that, following this transfer, there will be no change in the ultimate beneficial owner of this BOV equity participation, since this transfer is being undertaken as part of an internal reorganisation of the shareholding participations held by various companies of the Capitalia Group and that this transaction is targeted to be finalised prior to the 30th June 2006. The date of the transfer of the shares will be known on execution. Middlesea Insurance p.l.c Reference is made to the shareholding of 2,625,000 ordinary shares of nominal value 50c each that Corporacion Mapfre S.A. currently holds in Middlesea Inrucance plc in the name of HSBC Bank Malta plc as sub custodian for Bank of New York as custodian for Corporacion Mapfre SA. The Company has become aware that Corporacion Mapfre S.A intends to restructure certain non-Spanish investments with the purpose of grouping them in a holding company named Mapfre Internacional S.A., which is fully conrolled by Corporacion Mapfre S.A. Within the scope of the aforementioned restructuring, the 2,625,000 ordinary shares of nominal value 50c each held by Corporacion Mapfre S.A. in Middlesea Insurance plc, will be transferred to Mapfre Internacional S.A. Such transfer will be carried out by means of an exchange of shares. Such transfer does not imply a change of control over the Shares, neither direct nor indirect, but a mere change of nominal ownership. Bay Street Finance plc At a meeting held on Tuesday 27th June 2006, the Board of Directors of Bay Street Finance plc discussed and approved the attached audited financial statements for the period 1st January 2005 to 31st December 2005. Suncrest Hotels Click on the Company name to view the Statement of Accounts for the six-month period ended 30th April 2006, approved at a meeting of the Board of Directors of Suncrest Hotels plc.