Louis plc shareholders approve €100.3m debt restructuring and refinancing

Louis plc shareholders on Wednesday approved a €100.3 million debt restructuring and refinancing transaction involving the group and several related parties, while also endorsing the company’s 2025 annual report and re-electing three directors. The decisions were taken at the company’s 27th annual general meeting, held at the Hilton Nicosia earlier today, followed by an extraordinary general meeting at 12.30pm to consider the proposed restructuring and refinancing of the group’s borrowing. The transaction, which has a nominal value of €100.3 million, covers bond loans, loan facilities and security arrangements, according to the company. The related parties involved are Clin Company Limited, Louis plc’s parent company and 66.968 per cent shareholder, Louis Hotels Public Company Limited, which is 99.9 per cent owned by Louis plc, Louis Hotels SA and the Bank of Cyprus Public Company Ltd. Under the resolutions approved at the extraordinary meeting, shareholders authorised and ratified the company’s participation in the restructuring and refinancing, including the signing and implementation of the relevant documents and the fulfilment of the obligations arising from them. The approval also covers the provision of guarantees and security over company assets and rights to secure both Louis plc’s own obligations and those of other companies within the group. This includes guarantees and security already provided or agreed, as well as arrangements due to be delivered, activated or brought into effect at a later stage under the transaction documents. Shareholders also approved the terms and provisions of the relevant documents and the transactions and arrangements arising from them, including the possibility of implementing the restructuring and refinancing in stages. The company’s board was authorised to take any further steps considered necessary or desirable to complete the process, execute the relevant documents and sign supplementary or related agreements. The authorisation also allows the board to accept amendments or additions that do not materially change the nature or scope of the approved restructuring. It extends to the registration, confirmation, amendment or replacement of guarantees and security arrangements, as well as the release, cancellation or termination of existing guarantees and security provided by Louis plc. The board was also authorised to complete any necessary registrations and formalities with the relevant authorities and registers, and to sign any additional agreements, deeds, declarations, resolutions, certificates or notices required to implement the transaction. A further resolution ratified all previous board decisions and actions relating to the restructuring and refinancing, including decisions taken on September 8, 2026, and the approval, signing and execution of the transaction documents. Clin Company Limited, as a related party participating in the transaction, was excluded from voting on the relevant resolution, in accordance with Article 14(5)(c) of the Law on the Encouragement of Long-term Shareholder Engagement of 2021. Louis plc said its board had compared the terms of the restructuring and confirmed that they were fair and reasonable, having been determined in accordance with the arm’s length principle, as required under Article 14(4) of the law. At the annual general meeting, shareholders also adopted the company’s annual report, including the management report, audited consolidated financial statements for the year ended December 31, 2025, the auditors’ report and the corporate governance report. The annual report is available on the company’s website, the announcement added. Shareholders approved the re-election of outgoing directors Christos Mavrellis, Christakis Taoushanis and George Lyssiotis. They also approved the company’s remuneration policy report and the remuneration of non-executive directors, as well as the reappointment of Deloitte Ltd as the company’s auditors for the current year, authorising the board to determine their fees. The company also informed shareholders of the composition of its board committees under the corporate governance code. Mavrellis chairs the audit committee, which also includes Taoushanis and Lyssiotis, while Lyssiotis chairs the remuneration committee, alongside Theodoros Middleton and Mavrellis. Middleton chairs the nominations committee, whose other members are Louis Loizou and Taoushanis. The risk management committee is chaired by Taoushanis and also comprises Mavrellis, Middleton and Lyssiotis. Loizou chairs the environmental, social and governance (ESG) committee, which also includes Middleton and Lyssiotis. The committee disclosures identify Mavrellis, Taoushanis and Lyssiotis as independent non-executive directors, while Middleton is described as a non-independent non-executive director and Loizou as an executive director.