IRF is pleased to announce the results of its special general meeting held earlier today.
The special general meeting was called to approve, inter alia, the acquisition of an interest in Proton Investment Bank S.A ('Proton'). As indicated in the
re-admission document dated 9 June 2006, which was sent to the Company's shareholders and warrantholders, IRF entered into a conditional acquisition
agreement (the 'Acquisition Agreement') with Elias Lianos and Anthony Athanasoglou (the 'Sellers') to acquire between 28 per cent. and 30 per cent. of
the issued share capital of Proton (the 'Acquisition').
The Greek Capital Market Commission has not, to date, responded to the Company's request to give a ruling on whether the Acquisition falls within the provisions
of the new Greek Takeover Law. As such, 12,638,050 shares will be acquired by the Company, representing 28 per cent. of Proton's issued share capital. The
total consideration due is €120,061,475.
The Acquisition Agreement was conditional on the approval of the Company's shareholders. At the special general meeting, 43,391,839 shares representing
75.74 per cent. of the outstanding shares carrying the right to vote, and representing 69.67 per cent. of the shares issued by the Company pursuant to its
placing in connection with the Company's admission to AIM, voted in favour of the Acquisition. The Acquisition has therefore been approved and completion of
the Acquisition is expected to take place on 28 June 2006.
Shareholders holding 430,000 shares elected, conditional upon completion of the Acquisition, to have such shares repurchased by the Company. These shares will
then be cancelled by the Company upon receipt of original share certificates and payment of the repurchase price. As a result of this repurchase, there will be
56,861,675 shares outstanding. The number of warrants remains unchanged.
The resolutions to amend the bye-laws of the Company by deleting bye-law 49 and to 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 giving the Company power to reject transfers of shares or to force transfers of shares
so as to avoid having more than ninety-nine US shareholders was passed.