PROSPECTUS
for takeover of shares issued by Joint Stock Company for production, processing, trade and installation of decorative stone Mermeren Kombinat AD Prilep (Mermeren Kombinat AD Prilep)
The Securities Commission is not liable for the reliability, completeness and accuracy of the information contained in the Prospectus for the takeover of shares issued by Joint Stock Company for production, processing, trade and installation of decorative stone Mermeren Kombinat AD Prilep (Mermeren Kombinat AD Prilep).
PAVLIDIS MONOPROSOPI A.E., represented by
Christoforos Pavlidis, through the proxy Ana Zeroska
_________________________0
2.1. INFORMATION ABOUT THE PERSONS WHO ARE RESPONSIBLE FOR THE INFORMATION
2.2. STATEMENT GIVEN BY THE PERSONS RESPONSIBLE FOR DRAFTING THEPROSPECTUS | |
2.3. STATEMENT BY THE PERSONS RESPONSIBLE FOR DRAFTING THEPROSPECTUS | |
5. DETAILED INFORMATION ABOUT THE TAKEOVER BID | 5 |
5.1. CONDITIONS UNDER WHICH THE BID IS IMPLEMENTED | 5 |
5.2. PROCEDURE FOR ACCEPTANCE OF THE BID | 6 |
5.3. A DETAILED DESCRIPTION OF THE CONDITIONS FOR WITHDRAWING THE TAKEOVER BID | 8 |
5.4. DETAILED DESCRIPTION OF THE REQUIREMENTS FOR TERMINATION OF THE TAKEOVER BID,
IF THE TAKEOVER BID IS MADE WITH REQUIREMENTS FOR TERMINATION REFERRED TO IN ARTICLE
17 OF THE LAW ON TAKEOVER OF JOINT STOCK COMPANIES | 9 |
5.5. DETAILED DESCRIPTION OF THE REQUIREMENTS FOR POSTPONING THE TAKEOVER BID (THE REQUIREMENTS FOR POSTPONING THE TAKEOVER BID MUST BE IN ACCORDANCE WITH ARTICLE 30
OF THE LAW ON TAKEOVER OF JOINT STOCK COMPANIES) | 9 |
5.6. OTHER IMPORTANT INFORMATION REGARDING THE TAKEOVER BID | 9 |
6. DETAILED INFORMATION ABOUT THE TARGET COMPANY AND THE | |
SECURITIES THAT THE TAKEOVER BID REFERS TO | 10 |
6.1. BASIC INFORMATION ABOUT THE TARGET COMPANY | 10 |
6.2. BASIC INFORMATION ABOUT THE SECURITIES THAT THE TAKEOVER BID REFERS TO | 10 |
6.3. INFORMATION ABOUT THE ENTITIES ACTING IN CONCERT WITH THE TARGET COMPANY AND
ON THE MANNER OF THEIR ACTION IN CONCERT | 12 |
6.4. INFORMATION ABOUT THE TOP TEN LARGEST HOLDERS OF SECURITIES ISSUED BY THE
TARGET COMPANY, ACCORDING TO THE FOLLOWING TABLE | 12 |
6.5. AUDITED FINANCIAL STATEMENTS FOR THE LAST TWO YEARS PREPARED IN ACCORDANCE WITH THE INTERNATIONAL ACCOUNTING STANDARDS AND INTERNATIONAL FINANCIAL REPORTING
STANDARDS, AND AN INDEPENDENT AUDIT OPINION FOR THE LAST TWO YEARS PREPARED IN
ACCORDANCE WITH INTERNATIONAL AUDITING STФANDARDS | 12 |
7. DETAILED INFORMATION ABOUT THE ACQUIRER | 32 |
7.1. BASIC INFORMATION ABOUT THE ACQUIRER | 32 |
7.2. INFORMATION ABOUT THE COMPANIES THAT, IN RELATION TO THE TAKEOVER BID, ACT IN
THEIR OWN NAME AND ON BEHALF OF THE ACQUIRER | 34 |
PAVLIDIS MONOPROSOPI A.E., represented by
Christoforos Pavlidis, through the proxy Ana Zeroska
_________________________1
7.3. INFORMATION ABOUT THE ENTITIES WHO ACT IN CONCERT WITH THE ACQUIRER AND THE
MANNER OF THEIR ACTION IN CONCERT | 34 |
7.4. INFORMATION ABOUT THE PERCENTAGE PARTICIPATION AND THE TYPE OF SECURITIES, AS WELL AS THE PARTICIPATION IN THE VOTING RIGHTS THAT THE ACQUIRER AND THE ENTITIES ACTING IN CONCERT DURING THE ANNOUNCEMENT OF THE TAKEOVER BID, ALREADY HAVE IN THE TARGET
COMPANY | 34 |
7.5. ACQUIRER'S FINANCIAL STATEMENTS FOR THE LAST TWO YEARS, STATING THE AUDITOR'S
OPINION OR STATING THAT THEY HAVE NOT BEEN AUDITED | 34 |
- DATA CONCERNING THE SOURCES OF FINANCING OF THE TAKEOVER BID (WHETHER THE BID WILL BE FINANCED FROM THE COMPANY'S OWN CASH, THROUGH A BANK LOAN, OR IN ANOTHER WAY) AND CONCERNING THE EFFECTS OF THE BID ON THE STATEMENT OF FINANCIAL POSITION AND THE STATEMENT OF COMPREHENSIVE INCOME OF THE ACQUIRER OR THE GROUP IT BELONGS TO 43
- A DESCRIPTION OF ANY SIGNIFICANT CONTACTS, TRANSACTIONS OR NEGOTIATIONS BY THE ACQUIRER WITH THE TARGET COMPANY TO WHICH THE TAKEOVER BID RELATES OR WITH SOME OF
THE TARGET COMPANY'S SHAREHOLDERS | 43 |
8. EXPECTED OUTCOME OF THE TAKEOVER BID | 43 |
8.1. PURPOSE OF THE TAKEOVER BID | 43 |
8.2. INTENTION AND PLANS OF THE ACQUIRER IN RELATION TO THE FUTURE OPERATION OF THE TARGET COMPANY, AND IF THE TAKEOVER BID HAS AN IMPACT IN RELATION TO THE FUTURE
OPERATION OF THE ACQUIRER (LEGAL ENTITY) AS WELL | 43 | |
8.3. | BUSINESS POLICY OF THE TARGET COMPANY AFTER THE TAKEOVER | 43 |
PAVLIDIS MONOPROSOPI A.E., represented by
Christoforos Pavlidis, through the proxy Ana Zeroska
_________________________2
- INFORMATION ABOUT THE ACQUIRER
- PAVLIDIS MONOPROSOPI A.E. MARMARA-GRANITES.,with registered office at Industrial Area in municipality Drama, Greece, with business registration number (GEMI) 51691219000 represented by Christoforos Pavlidis, through the proxy Ana Zeroska with residence at Andon Slabejko 33d-24.
- RESPONSIBLE PERSONS
- Information about the persons who are responsible for the information contained in the Prospectus
-
Information about the persons responsible for the information contained in the Prospectus, and which refer to PAVLIDIS MONOPROSOPI A.E. MARMARA- GRANITES., with registered office at Industrial Area in municipality Drama, Greece, with business registration number (GEMI) 51691219000 represented by Christoforos Pavlidis, through the proxy Ana Zeroska with residence at Andon Slabejko 33d-24.
: - Ana Zeroska - Proxy
2.2. Statement given by the persons responsible for drafting the Prospectus
"According to our beliefs and knowledge and in accordance with the information we have, we declare under moral, substantive and criminal responsibility that the Prospectus contains all the information needed to the holder of the securities that are the subject of the takeover bid, to make the appropriate decision in relation to acceptance or non- acceptance of the takeover bid, that the published information is true, complete and correct, and that no information has been omitted that could influence the decision of the holder of securities to accept the takeover bid or not".
-
PAVLIDIS MONOPROSOPI A.E. MARMARA-GRANITES.,with registered office at Industrial Area in municipality Drama, Greece, with business registration number (GEMI) 51691219000 represented by Christoforos Pavlidis, through the proxy Ana Zeroska with residence at Andon Slabejko 33d-24.
Ana Zeroska
________________________________________
2.3. Statement by the persons responsible for drafting the Prospectus
PAVLIDIS MONOPROSOPI A.E., represented by
Christoforos Pavlidis, through the proxy Ana Zeroska
_________________________3
"The bid applies to all shareholders who own securities, namely 193,648 ordinary shares with voting rights issued by Joint Stock Company for production, processing, trade and installation of decorative stone Mermeren Kombinat AD Prilep (Mermeren Kombinat AD Prilep). The acquirer undertakes to purchase each security in accordance with the prescribed and published conditions."
-
PAVLIDIS MONOPROSOPI A.E. MARMARA-GRANITES.,with registered office at Industrial Area in municipality Drama, Greece, with business registration number (GEMI) 51691219000 represented by Christoforos Pavlidis, through the proxy Ana Zeroska with residence at Andon Slabejko 33d-24.
Ana Zeroska
_____________________________________
3. INFORMATION ABOUT THE AUTHORIZED LEGAL ENTITY THAT MAKES THE TAKEOVER BID FOR AND ON BEHALF OF THE ACQUIRER
Komercijalna banka AD Skopje (through the Securities Services Department) with headquarters at Vasil Iljoski Street No. 3, Skopje, R. North Macedonia, with tax number MK4030989254937 and EMBS (Company's Unique ID Number) 4065573.
4. INFORMATION ABOUT THE TARGET COMPANY
4.1. Company name and headquarters of the target company
The issuer of the securities to which the takeover bid refers is Joint Stock
Company for production, processing, trade and installation of decorative stone Mermeren Kombinat AD Prilep (Mermeren Kombinat AD Prilep) with headquarters at Lece Koteski No. 60A, 7500 Prilep, R. North Macedonia, registered in the Central Registry of the Republic of North Macedonia with tax number MK4021978120000 and EMBS (Company's Unique Registry Number) 4058615 (hereinafter Mermeren Kombinat AD Prilep).
The core business activity of the Company is extraction of decorative stone and stone for construction, limestone, raw gypsum, chalk and slate.
4.2. Securities that the takeover bid refers to
- Type and class: The takeover bid refers to ordinary shares with voting rights issued by Mermeren Kombinat AD Prilep.
- Number of securities that the takeover bid refers to: The takeover bid refers to all 193,648 ordinary shares with voting rights issued by Mermeren Kombinat AD Prilep with ISIN number: MKMERM101015,
PAVLIDIS MONOPROSOPI A.E., represented by
Christoforos Pavlidis, through the proxy Ana Zeroska
_________________________4
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Mermeren Kombinat AD Prilep published this content on 10 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 October 2023 15:42:20 UTC.