Kyriakou Minos, et al. – ‘SC TO-T’ on 12/12/02 re: Antenna TV SA, et al.

On:  Thursday, 12/12/02, at 2:13pm ET   ·   As of:  11/25/02   ·   Accession #:  950142-2-1133   ·   File #s:  5-56665 (SC 13E3), 5-56665   ·   Correction:  This Filing’s “Filed as of” Date was Corrected and “Changed as of” 1/2/03 by the SEC on 1/2/03. ®

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Tender-Offer Statement — Third-Party Tender Offer   —   Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-T     Schedule to                                            6     20K 
 2: EX-99       Exhibit (A)(1)(I)                                     56    307K 
 3: EX-99       Exhibit (A)(1)(Ii)                                    17     69K 
 4: EX-99       Exhibit (A)(1)(Iii)                                    4     16K 
 5: EX-99       Exhibit (A)(1)(Iv)                                     3     17K 
 6: EX-99       Exhibit (A)(1)(V)                                      3     17K 
 7: EX-99       Exhibit (A)(2)                                         3     20K 
 8: EX-99       Exhibit (C)(2)                                        20    114K 

SC TO-T   —   Schedule to
Document Table of Contents

SC TO-T
1st Page of 6
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 SCHEDULE TO
 Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

 ANTENNA TV S.A.
 (Name of Subject Company)

 HOLNEST INVESTMENTS LIMITED
GLOBECAST HOLDINGS LIMITED
 ALTAVISTA GLOBAL HOLDINGS LIMITED
 PRAXIS GLOBAL INVESTMENTS LIMITED
 (Name of Filing Persons (the "Offerors"))

ORDINARY SHARES AND AMERICAN DEPOSITARY SHARES (EACH AMERICAN DEPOSITARY
SHARE REPRESENTING ONE HALF OF ONE ORDINARY SHARE)
CUSIP NO.03672N 10 0
 (CUSIP Number of Class of Securities)

Mr. Minos Kyriakou
Kifissias Avenue 10-12
Maroussi 151 25,
Athens, Greece
(30) 10 688-6100
 (Name, address and telephone number of person
 authorized to receive notices and communications on
 behalf of the filing persons)

COPIES TO:

Mark Bergman, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
Alder Castle
 10 Noble Street
 London EC2V 7JU, U.K.
 (44 20) 7367-1600

 CALCULATION OF FILING FEE

Transaction Valuation*              Amount of Filing Fee**
----------------------              ----------------------
 $9,366,226                          $1,873.25

      *   Estimated for the purposes of calculating amount of filing fee only.
        This calculation assumes the purchase of 3,902,594 Ordinary Shares
         (either directly or in the form of American Depositary Shares (each
         represented by one half of one Ordinary Share)) of Antenna TV S.A.,
           ticker symbol "ANTV," at a purchase price of $2.40 per Ordinary Share
or $1.20 per ADS, net in cash.                            

       **  The amount of the filing fee calculated in accordance with Regulation
          2400.0-11 of the Securities Exchange Act of 1934, as amended, equals
1/50th of one percent of the value of the transaction.    

SC TO-T
2nd Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 2nd
  [_]   Check box if any part of the fee is offset as provided by Rule
  0-11(a)(2) and identify the filing with which the offsetting fee was
     previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.       

Amount Previously Paid: Not applicable                            
Filing party: Not applicable                                      
 Form or Registration No.: Not applicable Date filed: Not applicable

[_]   Check the box if the filing relates solely to preliminary   
      communications made before the commencement of a tender offer. Check the
appropriate boxes below to designate any transactions to which the
statement relates:                                                

[X]   third party tender offer subject to Rule 14d-1.             

[_]   issuer tender offer subject to Rule 13e-4.                  

[X]   going-private transaction subject to Rule 13e-3.            

[_]   amendment to Schedule 13D under Rule 13d-2.                 

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [_]                                                        

SC TO-T
3rd Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 3rd
This Tender Offer Statement and Schedule 13E-3 Transaction Statement on Schedule
TO (the "Schedule TO") is filed by Holnest Investments Limited, Globecast       
Holdings Limited, Altavista Global Holdings Limited and Praxis Global           
Investments Limited (collectively, the "Offerors"). The Offerors are each       
corporations incorporated pursuant to the laws of the Republic of Ireland and   
each are controlled by Kyriakou family interests. This Schedule TO relates to   
the offer by the Offerors to purchase (i) all outstanding ordinary shares       
("Ordinary Shares") not already owned by the Offerors and (ii) all outstanding  
American Depositary Shares ("ADSs") not already owned by the Offerors (each ADS 
representing one half of one Ordinary Share) of Antenna TV S.A. ("Antenna" or   
the "Company"), at a purchase price of $2.40 per Ordinary Share or $1.20 per    
ADS, net in cash, without interest (the "Offer Price"), upon the terms and      
conditions of the Offerors' Offer to Purchase dated November 25, 2002 (the      
"Offer to Purchase"), and in the related Letter of Transmittal, copies of which 
are attached hereto as Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which   
together, as they may be amended or supplemented from time to time, constitute  
the "Offer").                                                                   

The information set forth in the Offer to Purchase, including all schedules     
thereto, is hereby expressly incorporated herein by reference in response to all
items of this Schedule TO, including, without limitation, all of the information
required by Schedule 13E-3 that is not included in or covered by the items in   
Schedule TO.                                                                    

ITEM 10. FINANCIAL STATEMENTS                                                   

Not applicable.                                                                 

ITEM 12. EXHIBITS                                                               

EXHIBIT NO.           DESCRIPTION                                               
-----------           -----------                                               
(a)(1)(i)         Offer to Purchase dated November 25, 2002.                    

(a)(1)(ii)        Letter of Transmittal.                                        

(a)(1)(iii)       Notice of Guaranteed Delivery.                                

(a)(1)(iv)        Form of Letter to Brokers, Dealers, Commercial Banks, Trust   
Companies and Other Nominees.               

(a)(1)(v)         Form of Letter to Clients.                                    

(a)(2)            Press Release issued by the Offerors dated November 25, 2002. 

(c)(1)            Opinion of Piraeus Bank, financial advisor to the Special     
                 Committee of the Board of Directors of Antenna dated November
                11, 2002 (included as Annex A to the Offer to Purchase filed
herewith as Exhibit (a)(1)(i)).             

SC TO-T
4th Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 4th
(c)(2)            Materials presented by representatives of Piraeus Bank to the 
Special Committee on November 12, 2002.     

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3                                 

      The audited financial statements of Antenna as of and for the fiscal
years ended December 31, 2000 and December 31, 2001 are hereby expressly        
incorporated herein by reference to Antenna's Annual Report on Form 20-F for the
fiscal year ended December 31, 2001 filed with the Securities and Exchange      
Commission on March 29, 2002. Also incorporated by reference herein are the     
unaudited interim financial statements of Antenna as of and for the nine months 
ended September 30, 2002 by reference to Antenna's Current Report on Form 6-K   
filed with the Securities and Exchange Commission on November 4, 2002.          

SC TO-T
5th Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 5th
SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Schedule TO/13E-3 is true, complete and correct.  

                         HOLNEST INVESTMENTS LIMITED

                  /s/ Minos Kyriakou
                                      ----------------------------------------
                         Name:    Mr. Minos Kyriakou
                       Title:   Sole Shareholder

                        GLOBECAST HOLDINGS LIMITED

                     /s/ Theodore Kyriakou
                                      ----------------------------------------
                            Name:    Mr. Theodore Kyriakou
                       Title:   Sole Shareholder

                               ALTAVISTA GLOBAL HOLDINGS LIMITED

                     /s/ Xenophon Kyriakou
                                      ----------------------------------------
                            Name:    Mr. Xenophon Kyriakou
                       Title:   Sole Shareholder

                               PRAXIS GLOBAL INVESTMENTS LIMITED

                   /s/ Athina Kyriakou
                                      ----------------------------------------
                          Name:    Ms. Athina Kyriakou
                       Title:   Sole Shareholder

Date:    November 25, 2002                                                      

SC TO-T
Last Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 6th
 EXHIBIT INDEX

EXHIBIT NO.           DESCRIPTION                                               
-----------           -----------                                               
(a)(1)(i)         Offer to Purchase dated November 25, 2002.                    

(a)(1)(ii)        Letter of Transmittal.                                        

(a)(1)(iii)       Notice of Guaranteed Delivery.                                

(a)(1)(iv)        Form of Letter to Brokers, Dealers, Commercial Banks, Trust   
Companies and Other Nominees.               

(a)(1)(v)         Form of Letter to Clients.                                    

(a)(2)            Press Release issued by the Offerors dated November 25, 2002. 

(c)(1)            Opinion of Piraeus Bank, financial advisor to the Special     
                 Committee of the Board of Directors of Antenna dated November
                11, 2002 (included as Annex A to the Offer to Purchase filed
herewith as Exhibit (a)(1)(i)).             

(c)(2)            Materials presented by representatives of Piraeus Bank to the 
Special Committee on November 12, 2002.     

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC TO-T’ Filing		Date		First		Last			Other Filings
Changed as of / Corrected on:		1/2/03
Filed on:		12/12/02
Filed as of:		11/25/02		3		6			SC 14D9,  SC TO-T
		11/12/02		4		6
		11/11/02		3		6
		11/4/02		4					6-K
		9/30/02		4
		3/29/02		4					20-F
		12/31/01		4					20-F
		12/31/00		4					20-F
									List all Filings