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| 04/09/2007 |
EUROBANK PROPERTIES REIC MYTILINEOS HOLDINGS S.A. J. & P. - AVAX S.A. Info-Quest S.A. MARFIN INVESTMENT GROUP HOLDINGS SA ELLÉNIÊÉ TECHNODOMIKI TEB S.A. PANTECHNIKI S.A. DELTA PROJECT SA ALUMINIUM OF GREECE S.A. THESSALONIKI WATER AND SEWAGE COMPANY SA MYTILINEOS HOLDINGS S.A. MARFIN INVESTMENT GROUP HOLDINGS SA EMPORIKI BANK OF GREECE S.A. FOURLIS S.A. AUTOHELLAS S.A. METKA S.A. ATTICA HOLDINGS S.A. SFAKIANAKIS S.A. COCA-COLA Å.Å.Å. S.A. SPRIDER STORES S.A NIREFS S.A.
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EUROBANK PROPERTIES REIC : Resolutions General Meeting
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
On Monday, 3 September 2007, the Extraordinary General Meeting of Eurobank Properties R.E.I.C. (the "Company") convened, in which shareholders representing 18,862,135 shares of a total of 24,400,000 shares, i.e. representing 77.30% of the company's share capital.
At the General Meeting the following items of the agenda were discussed and resolved upon:
1 Share capital increase of the Company through payment in cash and the issuance of new common registered shares offered to existing holders of the Company's shares, article 13a of L. 2190/1920 being applicable in case the new shares are not fully subscribed for and corresponding amendment of article 5 of the Company's Articles of Association.
2 Approval, under article 23a of L. 2190/1920, of agreement and the payment of compensation to a member of the Investment Committee.
3 Transmission of information via electronic means, in accordance with L. 3556/2007.
4 Change of the Company's object and corresponding amendment of article 3 of the Articles of Association.
5 Approval of temporary election of a member of the Company's Board of Directors.
6 Announcements.
The resolutions reached on the above items are as follows:
1. The General Meeting decided by 90.0632% positive and 9.9368% negative votes (i.e. 100% of the voting shareholders and 77.30% of the share capital) the increase of the Company's share capital by the amount of euro 77,958,000 through payment in cash and through the issuance of 36,600,000 new common registered shares of a nominal value of euro 2.13 each (the "New Shares") with pre-emption rights to existing shareholders with a ratio of 3 New Shares for every 2 old shares, and the application of article 13a of C.L. 2190/1920 (as currently in force) in the case of partial coverage of the amount of the increase.
In relation to the Offer Price of the New Shares, the Company's Board of Directors has been authorised to determine it (pursuant to article 13 paragraph 6 of L. 2190/1920, as currently in force) within a time period of 1 year following the present date. It has been decided that the Offer Price may exceed the market price of the existing shares of the Company on the ex-rights date. Finally, the difference between the Offer Price and the nominal (par) value of the New Shares will be credited to the Share Premium Account.
In particular, in relation to the offer of the New Shares the General Meeting has decided the following:
(A) Pre-emption rights will be granted to:
1 all the shareholders of the Company who will be registered in the Hellenic Exchanges SA (H.E.L.E.X) Register following the close of business and settlement of the trades on the ATHEX on the day before the ex-rights date, as such date will be determined and announced by the Company's Board of Directors and on condition that such shareholders retain such rights at the time of their exercise;
2 any person who will acquire rights during the period that such rights will be traded on the ATHEX (the persons under (1) and (2) shall be collectively referred to as "Pre-emption Rights Holders").
(B) In addition, Pre-emption Rights Holders who will exercise such rights, are granted subscription rights for the acquisition of any unsubscribed New Shares (the "Un-Subscribed Shares") at the Offer Price (the "Subscription Rights"). The Board of Directors is further authorised to determine, through a subsequent decision (pursuant to article 13 paragraph 5 of L. 2190/1920 as currently in force), which shall be adopted after the present General Meeting a) the terms, conditions, way and period for the exercise of the Subscription Rights, b) any maximum percentage of Un-Subscribed Shares which may be allocated to investors exercising their Subscription Rights (the "Subscribed Investors"), the allocation between the Subscription Rights and the private placement (as set out under C below) and c) the procedure for releasing any blocked amounts to Subscribed Investors in case of no or partial allocation of Subscription Rights as well as any other detail in relation to the Subscription Rights. It is noted that the Board of Directors is authorised to set a maximum limit in the number of Un-Subscribed Shares which may be offered to Subscribed Investors as well as to decide that all, some or none of the Un-Subscribed Shares will be offered, in the Board's absolute discretion, through a private placement (as follows).
(C) Any Un-Subscribed Shares may be allocated by the Board of Directors decision pursuant to article 13 paragraph 5 of L. 2190/1920 (as currently in force) through a private placement (the "Private Placement"), on the one hand, in Greece and abroad (outside the U.S.A. in accordance with the provisions of Regulation S of the 1933 Securities Act), such as not to constitute a public offer (within the meaning of L. 3401/2005) and, on the other hand, to qualified institutional buyers (Q.I.B.) in the U.S.A. in accordance with the provisions of Regulation 144A of the 1933 Securities Act. The offer price to the investors participating in the Private Placement will be determined through a book building process, which in any case cannot be lower than the Offer Price. The allocation to the investors participating in the Private Placement will be effected, pursuant to article 13 of L.2190/1920 (as currently in force), in the absolute discretion of the Company's Board of Directors.
(D) In case where, following the above, there are still Un-Subscribed Shares, the Company's Board of Directors will allocate them in its discretion (including the possibility of entering into an underwriting agreement), otherwise the Company's share capital will be increased by the amount of the actual subscription, pursuant to article 13a of L. 2190/1920 (as currently in force).
The General Meeting further decided that there will be no fractions of New Shares issued. It has also set a period of fifteen days for the exercise of the pre-emption rights.
The period for the subscription and payment of the share capital was set to four months, commencing on the date of the BoD's decision pursuant to the above, which will determine the Offer Price for the New Shares and may be extended by one additional month through a relevant decision of the Company's Board of Directors.
The New Shares resulting from the above share capital increase will be entitled to dividend from the profits of the financial year 2007.
In addition to the authorisation for the determination of the Offer Price, the General Meeting authorised the Board of Directors to proceed with all necessary actions in the context of the above decision, for the determination of all the details and/or technical issues relating to the above share capital increase, including (without limitation) the determination of the ex-rights date, as well as the subscription period for the exercise of the pre-emption rights (which can not exceed however the period mentioned above), the determination of the terms and period for the exercise of the Subscription Rights, the obtaining of the required approvals and clearances by the Hellenic Capital Market Committee or by any other competent authority, the drafting and publication of the prospectus, the determination of the offer price to Qualified Institutional Buyers, the determination of the time and the way for the payment of the Offer Price, the offer of any Un-Subscribed Shares at its discretion (including the possibility of entering into an underwriting agreement) and generally the determination of any other issues in relation to the share capital increase and further clarifying that, the Board of Directors has the right, according to the law and the Articles of Association, to delegate to its members or to third persons, part or all of its authorities in relation to the abovementioned actions.
Finally the General Meeting decided the amendment of article 5 of the Company''s Articles of Association pursuant to the above.
2. The General Meeting approved, according to article 23a, by a percentage of 96.5708% positive and 3.4292% negative votes (i.e. 100% of the voting shareholders and 77.30% of the share capital) the agreement for the provision of Advisory services entered into with "EFG Telesis Finance Investment Services SA", the amendment of the agreement dated 30 December 2005 for the provision of consultancy and administrative services entered into with EFG Eurobank Ergasias SA and the agreement for the provision of consultancy services entered into with Mr Panas.
3. The General Meeting approved by a percentage of 100% positive and 0% negative votes (i.e. 100% of the voting shareholders and 77.30% of the share capital) the use of emails and/or the posting of information on the Company''s website for the transmission of regulated information, to shareholders and holders of debt securities of the Company and authorised the Board of Directors to proceed to all necessary actions in order to ensure that the above electronic means satisfy all the minimum standards and technical requirements provided for in article 18 of L. 3556/2007.
4. The General Meeting decided by a percentage of 100% positive and 0% negative votes (i.e. 100% of the voting shareholders and 77.30% of the share capital) the amendment of article 3 of the Company''s Articles of Association referring to the Company''s scope.
5. The General Meeting confirmed by a percentage of 100% positive and 0% negative votes (i.e. 100% of the voting shareholders and 77.30% of the share capital) the temporary election of Mr Georgios Chrisikos as member of the BoD.
6. No announcements were made.
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MYTILINEOS HOLDINGS S.A. : Press Release
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A NEW ERA FOR MYTILINEOS GROUP THE TRIPLE MERGER FOR THE COMPANIES MYTILINEOS S.A., ALUMINIUM OF GREECE S.A. AND DELTA PROJECT S.A. HAS BEEN APPROVED GROUP'S ENERGY PLANNING MOVES INTENSIVELY FORWARD THE SUBSIDIARIES ALUMINIUM OF GREECE S.A. AND DELTA PROJECT S.A. ARE TO WITHDRAW SOON FROM THE ATHENS STOCK EXCHANGE SHARE CAPITAL INCREASE BY euro 99.891.977,10 AND MYTILINEOS SHARE NOMINAL VALUE CHANGE FROM euro 0,60 TO euro 2,55
The triple merger of the companies MYTILINEOS, ALUMINIUM OF GREECE and DELTA PROJECT has been approved as of today, following relevant resolutions of the companies Extraordinary General Meetings, marking MYTILINEOS evolution into one of the largest listed industrial groups in Greece.
Alumina and Aluminium production activity unbundling has been implemented to the 100% subsidiary, non listed company ALUMINIUM SA, while DELTA PROJECT energy assets and cogeneration power plant of 334 MW are contributed to ENDESA HELLAS S.A., the MYTILINEOS Group and Spanish ENDESA joint company.
ALUMINIUM S.A full integration to the Group by 100% and the contribution of all its energy assets to the subsidiary by 49,99% ENDESA HELLAS S.A. greatly simplifies the Group's structure for the benefit of transparency and easiness in comprehending the Group's activities on behalf of institutional investors, analysts and private shareholders; moreover, it adds significant business value to MYTILINEOS S.A existing shareholders and to new ones, who shall acquire in total 8,187,182 new shares.
With regard to the Group's energy planning, it is stressed that the swiftness in which company transformations were carried out and ENDESA HELLAS S.A investment plan speedy implementation do confirm the Management's initial forecast regarding the Group's establishment in short time-jointly with the Spanish energy giant ENDESA, ranking second in the energy market following PPC.
As to the exchange ratio, the reports by acclaimed financial institutions, such as ALPHA BANK, EUROBANK and NBGI, confirmed the fair and reasonable proposals by the Board of Directors, fixing the exchange ratio at 2,5291 to 1 for ALUMINIUM OF GREECE with MYTILINEOS and at 5,2963 to 1 for DELTA PROJECT with MYTILINEOS, respectively.
Following the merger completion the participation relation of the Merged Companies shareholders in the new MYTILINEOS share capital deriving after the merger shall be (on a 100% basis):
i) 83,1911342153682% MYTILINEOS shareholders,
ii) 15,04191077509550% ALUMINIUM shareholders except the absorbing MYTILINEOS shareholders and
iii) 1,76695500953631% DEPRO shareholders, except the absorbing MYTILINEOS shareholders.
For the merger procedure completion a share capital increase for a total amount of 99.891.977,10 euro has been proposed and approved at today's Extraordinary General Meeting. Therefore, the Company's share capital shall stand at 124.204.181,10 euro divided into 48.707.522 common shares with a new nominal value 2,55 euro each from 0,60 euro.
In the new MYTILINEOS total share capital, 40.520.340 shares correspond to MYTILINEOS shareholders, 7.326.542 shares correspond to ALUMINIUM (except MYTILINEOS) and 860.640 shares correspond to DEPRO (except MYTILINEOS).
It must be highlighted that the necessary bureaucratic procedures announced on March, 28th 2007 were immediately put forth and completed in a very short time span, displaying once more the Group's flexibility and effectiveness in developing dynamically and in being a pioneer in the Greek and international business practice.
For further information, please contact:
Mrs. Maria Philippi, Press Office, tel. + 30 210 68 77 309, fax + 30 210 68 77 400, e-mail: com@mytilineos.gr
Mr. Nikolaos Kontos, Group Investor Relations Officer, tel: 210 6877395, fax:210 6877400, e-mail: nikos.kontos@mytilineos.gr
Mytilineos Group is made up of companies operating and holding a leading position in the sectors of Metallurgy and Mining, Energy, EPC Technical Constructions, and Defense Industry. It was founded in Greece in 1990, it is a company listed in the Athens Stock Exchange, with a consolidated turnover of more than euro 1 billion for 2007, and employs more than 4,000 employees in Greece and abroad. For additional information, please visit the Group's site: www.mytilineos.gr.
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J. & P. - AVAX S.A. : Increase of participation in Athena SA to 71.85%.
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| Pursuant to Article 282 of the Athens Stock Exchange Regulation and Article 24 of Law 3461/2006, J&P-AVAX S.A. announces the purchase of 32.331 shares of Athena SA at euro 1.67 / share, for a total consideration of euro 53,992.77 on September 03 2007. Following the transaction, J&P-AVAX S.A. controls 71.85% of Athena SA's share capital.
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Info-Quest S.A. : Notification according to article 24 of Law 3461/2006
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According to article 24 par. 2(a) of Law 3461/2006, Info-Quest S.A. announces that on September 3, 2007 acquired through the Athens Stock Exchange 97.127 common registered voting shares of UNISYSTEMS S.A. at a price equal to Euro 2,09 per share.
Pursuant to the above, Info-Quest holds 78,81% of the share capital and voting rights of UNISYSTEMS S.A.
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MARFIN INVESTMENT GROUP HOLDINGS SA : Notification
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| On 3.9.2007, "MARFIN INVESTMENT GROUP HOLDINGS S.A." acquired 6,486 shares of "VIVARTIA INDUSTRIAL AND COMMERCIAL COMPANY OF FOOD PRODUCTS AND CATERING SERVICES", corresponding to 0.0088% of the Issuer's share capital and voting rights, as a result of which its participation in the share capital and voting rights of the Issuer amounted in total to 77.5682%. The acquisition price of the above shares came up to 24.68 euros per share.
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ELLÉNIÊÉ TECHNODOMIKI TEB S.A. : Announcement
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"ELLINIKI TECHNODOMIKI TECHNICAL, INVESTMENT, INDUSTRIAL COMPANY S.A." (hereinafter "ELTEB"), the shares whereof are listed and traded in the securities market of the Athens Exchange, refers to its announcement of 12 February 2007, as herereinafter expounded, the main points whereof were as follows:
With a view to strengthening its competitive position and improving through business synergies the use of its assets, ELTEB has set in motion the following procedures: (a) absorption, due to the break-up of "PANTECHNIKI S.A" (hereinafter "PANTECHNIKI"), of part of the construction activities, together with business holdings, of PANTECHNIKI, in addition to assets and liabilities relating thereto, each such asset and liability to be selected by ELTEB, under and in accordance with the provisions of arts. 81(2) and 82-86 of consolidated law 2190/1920 in conjunction with arts. 1-5 of law 2166/1993, as in force, it being understood the remaining activities (other than those to be absorbed by ELTEB), together with the assets and liabilities relating thereto, of PANTECHNIKI, namely the maximum part of its construction activities (including the contractor's licence, it being of the 7th class) together with the rights on the trade name "PANTECHNIKI", which are estimated at about 12%-13% of PANTECHNIKI total assets and liabilities, shall be absorbed by the non-listed company "ÌÅÔÏÇÉ S.A -PROJECT MANAGEMENT ADVISORS" (henceforth "METOHI"), which is beneficially held by PANTECHNIKI's principal shareholders; (b) spin-off from ELTEB of the construction division, which is to be formed in order to receive the aforementioned construction activities (including the assets and liabilities relating thereto) of PANTECHNIKI', and the contribution thereof to the fully owned, non-listed, subsidiary company of ELTEB trading as "AKTOR S.A."; and (c) spin-off from ELTEB of the division relating to infrastructure concessions and the contribution thereof to the fully owned, non-listed, subsidiary company of ELTEB trading as "ASTIKES ANAPTYXEIS S.A.". The spin-offs referred to hereinabove shall be conducted under and in accordance with arts. 1-5 of law 2166/1993, as in force, and, together with the break-up, shall bear as reference date for the drawing-up of the transformation balance sheet (in respect of the break-up) or the interim report (in respect of the spin-offs) 31st of March 2007. With a view to safeguarding the position of the PANTECHNIKI shareholders, all its shareholders (other than the principal shareholders in regard, though, to their percentage in the PANTECHNIKI assets and liabilities to be transferred to METOHI) shall exchange their shares in PANTECHNIKI with listed only shares of ELTEB, according to the share exchange ratio set out hereinbelow, while the existing ELTEB shareholders shall continue to hold the same number of ELTEB shares. Finally, subject to confirmation by certified auditors of recognized standing and experience as to the fairness and reasonableness, ELTEB will propose to its Shareholders' Meeting a value ratio between ELTEB and the PANTECHNIKI assets and liabilities it stands to absorb equal to 10:1, and a share exchange ratio equal to 1 common listed voting ELTEB share, each of a new par value equal to euro 1, to 2.318574 common listed voting PANTECHNIKI shares, each of a par value equal to euro 1.25.
ELTEB hereby advises, pursuant to articles 10(1) of law 3340/2005 and 2 of the Hellenic Capital Market Commission decision no. 3/347/12.07.2005, in conjunction with article 281 of the Athens Exchange Regulations, as in force, that, owing to the increasingly shifting conditions in the construction market and the development of new conditions (as, inter alia, the emerging requirements under law 3389/2005 for medium scale technical projects), the Board of Directors of ELTEB, in its meeting dated 30 August 2007, has resolved to proceed, jointly (where required) with PANTECHNIKI, with the following parallel actions, namely: (I) to cease and terminate forthwith the on-going procedures in respect, on one hand, of the absorption, due to the break-up of PANTECHNIKI, of part of the construction activities (together with related assets and business holdings) of PANTECHNIKI, and, on the other, of the spin-off from ELTEB and contribution to the aforementioned subsidiary companies of the construction activity and infrastructure concession divisions, as more specifically set out in ss. (a)-(c) of this announcement, in connection wherewith it shall undertake the necessary actions, and (II) to set in motion new procedures, in replacement of the henceforth terminated ones, namely (A) the merger of ELTEB with PANTECHNIKI, through absorption of the latter by the former, in accordance with arts. 68(2), 69-70, 72-77 of consolidated law 2190/1920 in conjunction with arts.1-5 of law 2166/1993, as in force, having as reference date for the drawing up of the transformation balance sheet the 31st of August 2007, it being understood that, while the merger is in progress and before it has been lawfully completed, PANTECHNIKI will have contributed to its wholly owned (as of that time) subsidiary company trading under the name METOHI its entire construction division, together with the contractor's license of 7th class and its rights on the trade name "PANTECHNIKI", as those assets and liabilities shall be determined on the basis of an interim report dated 31 August 2007, and PANTECHNIKI, in return, will have received, on account of the swap, the entire number of shares to be issued by METOHI corresponding to the share capital increase of the latter, due to the assumption on its part of the construction activities of PANTECHNIKI, so that, for the purpose of the merger between ELTEB and PANTECHNIKI, the assets and liabilities of PANTECHNIKI shall consist of: (i) its holding in its wholly owned subsidiary company trading under the name METOHI, the sole material asset whereof are the assets and liabilities of PANTECHNIKI's construction division it has assumed, and (ii) the assets and liabilities of its existing infrastructure and service divisions, and (B) the spin-off from ELTEB and the contribution to its wholly owned subsidiary company trading under the name "ASTIKES ANAPTYXEIS S.A." of the infrastructure division, as the latter will in the meantime bee enriched, due to the earlier termination of the absorption of PANTECHNIKI, with the corresponding assets of the latter, under and in accordance with arts.1-5 of law 2166/1993, having the 31st of August 2007 as the interim report date. The merger and the spin-offs are expected to be concluded in or about December 2007, subject to receiving the approvals, permits and licenses provided for in the law or in the articles of association, as well as complying with all other formalities.
Subject to confirmation by certified auditors of recognized standing and experience as to the fairness and reasonableness, the Board of Directors of ELTEB intends to propose to its Shareholders' Meeting a share exchange ratio equal to 1 common listed voting ELTEB share, each of a new par value equal to euro 1.03, to 2.318574 common listed voting PANTECHNIKI shares, each of a par value equal to euro 1.25, such (ratio) assuming an asset value ratio of ELTEB to PANTECHNIKI equal to 8.75:1, namely the exact share exchange ratio ELTEB had previously announced (in the context of PANTECHNIKI's break-up), since on one hand, ELTEB will now absorb the entire assets and liabilities of PANTECHNIKI and all its shareholders will receive the ELTEB shares to be distributed due to the merger, and, on the other, the initial valuation of PANTECHNIKI had taken into account all financial data relating to PANTECHNIKI. It is to be noted that ELTEB shareholders shall retain the exact number of ELTEB shares they held on the date of the merger conclusion, each such share being of a new par value equal to euro1.03. In connection with the spin-off of the ELTEB and PANTECHNIKI divisions referred to hereinabove, under paras. II(A) and II(B), to their fully owned subsidiary companies, METOHI and "ASTIKES ANAPTYXEIS S.A.", respectively, it is redundant to indicate either value ratios between each contributed division and the net asset value of the receiving company or, as the case may be, share-exchange ratios, because each division ceding company,
in its capacity as the sole shareholder of the company receiving the same, will acquire all shares corresponding to the value of the ceded assets and liabilities. Mention is also made that, upon completion of the merger, it will be proposed to the Shareholders'' Meeting of ELTEB that two Board seats be allocated to an equal number of principal PANTECHNIKI shareholders.
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PANTECHNIKI S.A. : Announcement
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PANTECHNIKI S.A. (henceforth PANTECHNIKI), the shares whereof are listed and traded in the securities market of the Athens Exchange, refers to its announcement of 12 February 2007, as herereinafter expounded, the main points whereof were as follows:
With a view to negotiating its way through the competitive environment in which it is active and creating business value for its shareholders, PANTECHNIKI has set in motion its absorption from ELLINIKI TECHNODOMIKI TECHNICAL, INVESTMENT, INDUSTRIAL COMPANY S.A. (hereinafter ELTEB), due to the break-up of PANTECHNIKI, of part of the construction activities, together with business holdings, of PANTECHNIKI, in addition to assets and liabilities relating thereto, each such asset and liability to be selected by ELTEB, under and in accordance with the provisions of arts. 81(2) and 82-86 of consolidated law 2190/1920 in conjunction with arts. 1-5 of law 2166/1993, as in force, it being understood the remaining activities (other than those to be absorbed by ELTEB), together with the assets and liabilities relating thereto, of PANTECHNIKI, namely the maximum part of its construction activities (including the contractors licence, it being of the 7th class) together with the rights on the trade name PANTECHNIKI, which are estimated at about 12%-13% of PANTECHNIKI total assets and liabilities, shall be absorbed by the non-listed company ÌÅÔÏÇÉ S.A -PROJECT MANAGEMENT ADVISORS (henceforth METOHI), which is beneficially held by PANTECHNIKIs principal shareholders. With a view to safeguarding the position of the PANTECHNIKI shareholders, all its shareholders (other than the principal shareholders in regard, though, to their percentage in the PANTECHNIKI assets and liabilities to be transferred to METOHI) shall exchange their shares in PANTECHNIKI with listed only shares of ELTEB, according to the share exchange ratio set out hereinbelow, while the existing ELTEB shareholders shall continue to hold the same number of ELTEB shares. Finally, subject to confirmation by certified auditors of recognized standing and experience as to the fairness and reasonableness, PANTECHNIKI will propose to its Shareholders Meeting a value ratio between ELTEB and the PANTECHNIKI assets and liabilities it stands to absorb equal to 10:1, and a share exchange ratio equal to 1 common listed voting ELTEB share, each of a new par value equal to euro 1, to 2.318574 common listed voting PANTECHNIKI shares, each of a par value equal to euro 1.25.
PANTECHNIKI hereby advises, pursuant to articles 10(1) of law 3340/2005 and 2 of the Hellenic Capital Market Commission decision no. 3/347/12.07.2005, in conjunction with article 281 of the Athens Exchange Regulations, as in force, that, owing to the increasingly shifting conditions in the construction market and the development of new conditions (as, inter alia, the emerging requirements under law 3389/2005 for medium scale technical projects), the Board of Directors of PANTECHNIKI, in its meeting dated 30 August 2007, has resolved to proceed, jointly (where required) with ELTEB, with the following parallel actions, namely: (I) to cease and terminate forthwith the on-going procedures in respect of the break-up of PANTECHNIKI and the absorption by ELTEB of part of the construction activities (together with related assets and business holdings) of PANTECHNIKI, instituting the necessary actions therefor, and (II) to set in motion new procedures, in replacement of the henceforth terminated ones, namely the merger of PANTECHNIKI with ELTEB, through absorption of the former by the latter, in accordance with arts. 68(2), 69-70, 72-77 of consolidated law 2190/1920 in conjunction with arts.1-5 of law 2166/1993, as in force, having as reference date for the drawing up of the transformation balance sheet the 31st of August 2007, it being understood that, while the merger is in progress and before it has been lawfully completed, PANTECHNIKI will have contributed to its whollyowned (as of that time) subsidiary company trading under the name ÌÅÔÏÇÉ its entire construction division, together with the contractors license of 7th class and its rights on the trade name PANTECHNIKI, as those assets and liabilities shall be determined on the basis of an interim report dated 31 August 2007, and PANTECHNIKI, in return, will have received, on account of the swap, the entire number of shares to be issued by METOHI corresponding to the share capital increase of the latter, due to the assumption on its part of the construction activities of PANTECHNIKI, so that, for the purpose of the merger between ELTEB and PANTECHNIKI, the assets and liabilities of PANTECHNIKI shall consist of: (i) its holding in its wholly owned subsidiary company trading under the name METOHI, the sole material asset whereof are the assets and liabilities of PANTECHNIKIs construction division it has assumed, and (ii) the assets and liabilities of its existing infrastructure and service divisions. The merger and the spin-offs are expected to be concluded in or about December 2007, subject to receiving the approvals, permits and licenses provided for in the law or in the articles of association, as well as complying with all other formalities.
Subject to confirmation by certified auditors of recognized standing and experience as to the fairness and reasonableness, the Board of Directors of PANTECHNIKI intends to propose to its Shareholders Meeting a share exchange ratio equal to 1 common listed voting ELTEB share, each of a new par value equal to euro 1.03, to 2.318574 common listed voting PANTECHNIKI shares, each of a par value equal to euro 1.25, such (ratio) assuming an asset value ratio of ELTEB to PANTECHNIKI equal to 8.75:1, namely the exact share exchange ratio ELTEB had previously announced (in the context of PANTECHNIKIs break-up), since on one hand, ELTEB will now absorb the entire assets and liabilities of PANTECHNIKI and all its shareholders will receive the ELTEB shares to be distributed due to the merger, and, on the other, the initial valuation of PANTECHNIKI had taken into account all financial data relating to PANTECHNIKI. It is to be noted that ELTEB shareholders shall retain the exact number of ELTEB shares they held on the date of the merger conclusion, each such share being of a new par value equal to euro 1.03. In connection with the spin-off of the PANTECHNIKI division referred to hereinabove, under para. II, to its fully owned subsidiary company, METOHI, respectively, it is redundant to indicate either a value ratio between the contributed division and the net asset value of the receiving company or, as the case may be, a share-exchange ratio, because the division ceding company, in its capacity as the sole shareholder of the company receiving the same, will acquire all shares corresponding to the value of the ceded assets and liabilities.
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DELTA PROJECT SA : Briefing on the Extraordinary General Shareholders Meeting resolutions on September, 3rd 2007
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It is announced that the General Shareholders Meeting of "DELTA MECHANICAL EQUIPMENT AND INTEGRATED PROJECTS INDUSTRIAL AND COMMERCIAL TECHNICAL COMPANY SA" which took place on September 3rd, 2007, at 15.00, in Maroussi, Attica, in "Zeus" hall (4th floor) of "Kapsis" Conference Centre, at 10, Parnonos Stree, and in which were present in person and were legally represented 3 shareholders, representing 8.578.622 shares, namely 68,63 % of the Company's paid share capital, decided the merger by absorption by MYTILINEOS HOLDINGS SA jointly and in parallel of the Company and "ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL S.A" pursuant to the codified law provisions 2190/1920 and law. 2166/1993 and in general according to the commercial law and what is particularly stipulated in the Merger Contract Draft dated 18.6.2007. In particular, during the Meeting resolutions on the items of the agenda were discussed and taken by a legitimate voting as follows:
1. On the first item, the Merger Contract Draft and Act by absorption on behalf of MYTILINEOS HOLDINGS SA jointly and in parallel of the Company and of "ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL" were unanimously approved; the following were also approved: the Board of Directors Report to the General Shareholders Meeting on the Merger Contract Draft according to article 69, par. 4 codified law. 2190/1920, the Assessment Report by the financial institutions ALPHA BANK, EFG TELESIS FINANCE INVESTMENT SERVICES S.A, NATIONAL BANK OF GREECE INTERNÁTIONAL on the values fair and reasonable ratio and the shares exchange ratio of the merging companies, the Board of Directors statements, the Company's assets book value Certification Report on 31.3.2007 drawn up by Antonios Prokopidis, a chartered accountant of the accounting company "ÑÊF EUROELEKTIKI". Moreover, the Board of Directors was authorized by its resolution to appoint a person to sign on behalf of the Company the final notary merger contract, any modification thereof according to law and the articles of association, to assign to third parties part of its competence for the abovementioned deeds and in general to proceed to any action necessary for the merger completion and for the settlement of any issue regarding the Securities and Exchange Commission and Athens Exchange.
2. On the second item, pursuant to article 23a codified law 2190/1920, the Merger Contract and Act Drafts of "MYTILINEOS HOLDINGS S.A" by absorption jointly and in parallel of "ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL S.A" and "DELTA MECHANICAL EQUIPMENT AND INTEGRATED PROJECTS INDUSTRIAL AND COMMERCIAL TECHNICAL COMPANY SA" were unanimously approved.
3. On the third item, any kind of actions, statements and legal acts by the Company's BoD members and its proxies for the purposes of the Company's merger by joint and parallel absorption with "ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL S.A" by "MYTILINEOS HOLDINGS S.A" were unanimously approved.
4. On the fourth item, the use of electronic means by the Company for information transmission on the Company's securities issuing, according to article 18 of law 3556/2007 was unanimously approved.
5. On the fifth item, clarifications were provided on the merger's procedure and completion.
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ALUMINIUM OF GREECE S.A. : Briefing on the Á´ Repeat Extraordinary General Shareholders Meeting resolutions on September, 3rd 2007
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It is announced that the A Repeat Extraordinary General Shareholders Meeting of ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL S.A (VEAE) which took place on September 3rd, 2007, at 13.00, at the company's headquarters in Maroussi, Attica, in "Ilios" hall (5th floor) of "Kapsis" Conference Centre, at 10, Parnonos Stree, and in which were present in person and legally represented 79 shareholders, representing 22.780.461 shares, namely 58,45% of the Company"s paid share capital, decided the merger by absorption on behalf of "MYTILINEOS HOLDINGS S.A" jointly and in parallel with "DELTA MECHANICAL EQUIPMENT AND INTEGRATED PROJECTS INDUSTRIAL AND COMMERCIAL TECHNICAL COMPANY SA", pursuant to the codified law provisions 2190/1920 and law. 2166/1993 and in general according to the commercial law and what is particularly stipulated in the Merger Contract Draft dated 18.6.2007. In particular, during the Meeting, resolutions on the items of the agenda were discussed and taken by a legitimate voting as follows:
1. On the fist item, by a majority of 22.461.332 of the shareholders present, the Merger Contract Draft and Act by absorption on behalf of "MYTILINEOS HOLDINGS S.A" jointly and in parallel with the Company and "DELTA MECHANICAL EQUIPMENT AND INTEGRATED PROJECTS INDUSTRIAL AND COMMERCIAL TECHNICAL COMPANY SA" was approved; the following were also approved: the Board of Directors Report to the General Shareholders Meeting on the Merger Contract Draft according to article 69, par. 4 codified law. 2190/1920, the Assessment Report by the financial institutions ALPHA BANK, EFG TELESIS FINANCE INVESTMENT SERVICES S.A, NATIONAL BANK OF GREECE INTERNÁTIONAL on the values fair and reasonable ratio and the shares exchange ratio of the merging companies, the Board of Directors statements, the Company's assets book value Certification Report on 31.3.2007 drawn up by Antonios Prokopidis, a chartered accountant of the accounting company "ÑÊF EUROELEKTIKI". Moreover, the Board of Directors was authorized by its resolution to appoint a person to sign on behalf of the Company the final notary merger contract, any modification thereof according to law and the articles of association, to assign to third parties part of its competence for the abovementioned deeds and in general to proceed to any action necessary for the merger completion and for the settlement of any issue regarding the Securities and Exchange Commission and Athens Exchange.
2. On the second item of the agenda, by a majority of 22.461.332 present shareholders shares, based on the article 23a, codified law 2190/1920, the Merger Contract and Act Drafts of "MYTILINEOS HOLDINGS S.A" by absorption jointly and in parallel of ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL S.A (VEAE) and "DELTA MECHANICAL EQUIPMENT AND INTEGRATED PROJECTS INDUSTRIAL AND COMMERCIAL TECHNICAL COMPANY SA" were approved.
3. On the third item, by a majority of 22.461.332 present shareholders shares, any kind of actions, statements and legal acts by the Company's BoD members and its proxies for the purposes of the Company's merger by joint and parallel absorption with "DELTA MECHANICAL EQUIPMENT AND INTEGRATED PROJECTS INDUSTRIAL AND COMMERCIAL TECHNICAL COMPANY SA" on behalf of "MYTILINEOS HOLDINGS S.A" were approved.
4. On the fourth item, clarifications were provided on the merger's procedure and completion.
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THESSALONIKI WATER AND SEWAGE COMPANY SA : Announcement
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Earnings after taxes and minority rights have presented an impressive increase (64.12%) during the first semester of the current fiscal year compared to the equivalent one of last year. In particular they amounted to 4.282 mil euros against 2.609 mil euros last year.
At the same time earnings before taxes have been increased by 45% approximately and reached 6.102 mil euros against 4.216 mil euros last year. Earnings per stock during the first semester reached 0.24 euros against 0.14 euros, presenting an increase of 71.4%.
Meanwhile EYATH's turnover "closed" at 33.289 mil euros, against 31.854 mil euros in the first semester of 2006, presenting an increase of 4.5%. The company's net position from 73.318 mil euros in the first semester of 2006, reached 73.983 mil euros this year (it is noted that only at the end of the managerial period can we practice any comparative criticism) while at the same time the cash holdings on the 30/06/07 reached 12.699 mil euros against 10.358 mil euros on the 31/12/2006 an increase therefore of approximately 23%
According to EYATH's Managing Director Giorgos Skodras, the significant strengthening of profit making is due to:
* The company's expansion policy
* The balancing of expenses
* The limitations on waste and certain people's "privileges"
* The 40% reduction in contractor cost for the operation of the facilities (distillery, biological processing)
* The reduction in the project invoices as well as in those of damage repair. It is noted that the invoices for damage repair in the water supply network have been reduced by 60% and by 25% in the sewerage network
* In the transparency policy and the fortification of competition, which has resulted in the quadruplicating of discounts achieved by the company, within the framewok of contests for the assignment of its projects.
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MYTILINEOS HOLDINGS S.A. : Resolutions General Meeting
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It is announced that the A Repeat Extraordinary General Shareholders Meeting of MYTILINEOS HOLDINGS SA which took place on September 3rd, 2007, at 12.00, at the company's headquarters in Maroussi, Attica, in "Ilios" hall (5th floor) of "Kapsis" Conference Centre, at 10, Parnonos Stree, and in which were present in person and were legally represented 72 shareholders, representing 21.451.149 shares, namely 52,94 % of the Company's paid share capital, decided the merger by absorption jointly and in parallel of "ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL S.A" and of "DELTA MECHANICAL EQUIPMENT AND INTEGRATED PROJECTS INDUSTRIAL AND COMMERCIAL TECHNICAL COMPANY SA", pursuant to the codified law provisions 2190/1920 and law. 2166/1993 and in general according to the commercial law and what is particularly stipulated in the Merger Contract Draft dated 18.6.2007. In particular, during the Meeting resolutions on the items of the agenda were discussed and taken by a legitimate voting as follows:
1.On the fist item, by a majority of 21.439.739 of the present shareholders shares, the Merger Contract Draft and Act by absorption on behalf of the Company jointly and in parallel of "ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL S.A" and "DELTA MECHANICAL EQUIPMENT AND INTEGRATED PROJECTS INDUSTRIAL AND COMMERCIAL TECHNICAL COMPANY SA" was approved; the following were also approved: the Board of Directors Report to the General Shareholders Meeting on the Merger Contract Draft according to article 69, par. 4 codified law. 2190/1920, the Assessment Report by the financial institutions ALPHA BANK, EFG TELESIS FINANCE INVESTMENT SERVICES S.A, NATIONAL BANK OF GREECE INTERNÁTIONAL on the values fair and reasonable ratio and the shares exchange ratio of the merging companies, the Board of Directors statements, the Company's assets book value Certification Report on 31.3.2007 drawn up by Antonios Prokopidis, a chartered accountant of the accounting company "ÑÊF EUROELEKTIKI". Moreover, the Board of Directors was authorized by its resolution to appoint a person to sign on behalf of the Company the final notary merger contract, any modification thereof according to law and the articles of association, to assign to third parties part of its competence for the abovementioned deeds and in general to proceed to any action necessary for the merger completion and for the settlement of any issue regarding the Securities and Exchange Commission and Athens Exchange.
2. On the second item, by a majority of 21.439.739 present shareholders shares, pursuant to article 23a codified law 2190/1920, the Merger Contract and Act Drafts of "MYTILINEOS HOLDINGS S.A" by absorption jointly and in parallel of "ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL S.A" and "DELTA MECHANICAL EQUIPMENT AND INTEGRATED PROJECTS INDUSTRIAL AND COMMERCIAL TECHNICAL COMPANY SA" were approved.
3. On the third item, by a majority of 21.439.739 present shareholders shares, the Company's share capital increase was approved a) by the "ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL S.A" contributed share capital amount of 206.565.872,90 euro minus the amount of 108.359.199,60 euro, corresponding to "ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL S.A" annulled shares nominal value, b) by the "DELTA MECHANICAL EQUIPMENT AND INTEGRATED PROJECTS INDUSTRIAL AND COMMERCIAL TECHNICAL COMPANY SA" contributed share capital amount of 4.250.000 euro minus the amount of 2.700.180,04 euro, corresponding to "DELTA MECHANICAL EQUIPMENT AND INTEGRATED PROJECTS INDUSTRIAL AND COMMERCIAL TECHNICAL COMPANY SA" annulled shares nominal value, c) by the amount of 135.483,84 euro, being the capitalizable account part of the Company's share premium in order to preserve the agreed share exchange. Therefore, the Company's share capital shall stand at 124.204.181,10 euro divided into 48.707.522 intangible, common, nominal voting shares of a new nominal value of 2,55 euro each. Moreover, the respective modification of Company's statutes article 5 was approved.
4. On the fourth item, by a majority of 21.439.739 present shareholders shares, any kind of actions, statements and legal acts by "MYTILINEOS HOLDINGS S.A" BoD members and its proxies for the purposes of the Company's merger by joint and parallel absorption of "ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL S.A" and "DELTA MECHANICAL EQUIPMENT AND INTEGRATED PROJECTS INDUSTRIAL AND COMMERCIAL TECHNICAL COMPANY SA" were approved.
5. Authorization to the Board of Directors to settle any fractional rights and other issues possibly resulting from the merger. On the fourth item, by a majority of 21.439.739 present shareholders shares, the Company's BoD was irrevocably authorized to settle any fractional rights possibly resulting from the merger, in accordance with the article 53, par. 2, Law. 3371/2005,
6. On the sixth item, by a majority of 20.910.999 present shareholders shares, the amendment of the Extraordinary General Meeting resolution dated 14.6.2007 was approved, in order for the Company's and associated companies personnel and management executives to be the program's beneficiaries, according to the provisions of article 13, par. 9, codified law 2190/1920, as agreed in the Meeting dated 14.6.2006.
7. On the seventh item, clarifications were provided on the merger's procedure and completion.
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MARFIN INVESTMENT GROUP HOLDINGS SA : Reply to letters of the Hellenic Capital Markets Commission and the ATHEX
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| In response to various reports in the electronic and written economic press, MARFIN INVESTMENT GROUP (MIG) can now confirm that it does not participate in the auction of the Turkish shipping company UN Ro-Ro Isletmeleri A.S. either in conjunction with Kohlberg Kravis Roberts & Co (KKR) or in any other way. |
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EMPORIKI BANK OF GREECE S.A. : Notification of information as per L.3556/2007
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| Emporiki Bank of Greece S.A., according to the provisions of L.3556/2007 (articles 3 (xvi), (bb) and 21), in conjunction with article 11 of Decision 1/434/3.7.2007 of Capital Market Commission, notifies that Credit Agricole S.A. (person obliged to notify pursuant to article 13 of L.3340/2005), acquired on 31.08.2007 51,826 common registered shares of Emporiki Bank of Greece S.A. with a total net value of Euro 1,018,660.76.
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FOURLIS S.A. : Announcement
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Fourlis Group of companies (IKEA, INTERSPORT and Electricals and Electronics division), in line with its Social Responsibility duties concerning the recent fire affected people in Peloponnese, created a dedicated team, which has started last week, in cooperation with the local authorities, to track and evaluate the first needs in products from the Group's product portfolio.
The Group has decided, in order to relief the fire sufferers, to offer full equipment for 200 houses, which includes electricals and furniture. All the afore-mentioned products will be transferred and installed in the houses of the people that need immediate support, in cooperation with the local authorities.
Simultaneously, the Group's team continues the tracking of the needs in products that the Group represents in Greece.
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AUTOHELLAS S.A. : Announcement according to Law 3556/2007
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| AUTOHELLAS S.A. announces based on Law 3556/2007 (articles 3 and 21) in combination with article 11 of Decision 1/434/03.07.2007 of the Hellenic Capital Market Commission that on the 29th of August 2007, shareholder and general manager (bound person according to article 13 of Law 3340/2005), Emmanouella Vassilakis bought 1,970 shares of Autohellas S.A. with a total net value of euro 11,110.80 thus increasing her participation in the company´s share capital and voting rights from 8.95% to 8.96%.
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METKA S.A. : Announcement pursuant to Law 3556/2007
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| METKA S.A. announces pursuant to Law 3556/2007 in combination with article 11 of Decision 1/434/03.7.2007 of the Hellenic Capital Market Commission that MYTILINEOS HOLDINGS S.A. an associated legal person, bought, on September 3, 2007, 36.625 common shares of the company of a total value of Euro 585.771,80. This transaction has been duly acknowledged to the Company pursuant to article 13 of Law 3340/2005 by MYTILINEOS HOLDINGS S.A.
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ATTICA HOLDINGS S.A. : Press Release
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| See the Press Release |
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SFAKIANAKIS S.A. : Participation in the public open competition of the Ministry of Public Order
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The company SFAKIANAKIS S.A. announces that, according to P.D. 82/96, will participate to the public open competition of bids of the Ministry of Public Order / Headquarters of Greek Police Force, for the supply of one hundred and thirty six (136) radio equipped patrol cars, as relevant stipulation number 18/2007 on 02.08.2007, which will be held on 24.09.2007, and in any possible changes in the dates of the transaction or the repetitions of the competition.
It should be reminded to incorporate companies, shareholders of SFAKIANAKIS S.A., that since their stocks have not been registered, according to the above mentioned P.D., till natural person they cannot exercise the rights of participating and voting to General Meetings deriving from these shares as well as any kind of relevant property rights.
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COCA-COLA Å.Å.Å. S.A. : Coca-Cola Hellenic Bottling Company S.A. announces completion of the acquisition of a new production facility in Russia
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| See the announcement |
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SPRIDER STORES S.A : Announcement according to Law 3556/2007
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A. SPRIDER STORES S.A. announces based on Law 3556/2007 (articles 3 and 21) in combination with article 11 of Decision 1/434/03.07.2007 of the Hellenic Capital Market Commission that on September 3, 2007, the President and Executive Member of the Board of Directors (bound person according to article 13 of Law 3340/2005), Mr. Athanasios Dorotheos Hatzioannou bought 4.183 common shares, with a total net value of euro 43,929.32.
B. SPRIDER STORES S.A. announces based on Law 3556/2007 (articles 3 and 21) in combination with article 11 of Decision 1/434/03.07.2007 of the Hellenic Capital Market Commission that on September 3, 2007, Mrs Anna Savvas Hatzioannou, daughter of the Vice President and Executive Member of the Board of Directors (bound person according to article 13 of Law 3340/2005, Mr. Savvas Dorotheos Hatzioannou bought 500 common shares, with a total net value of euro 5,260.00.
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NIREFS S.A. : Announcement
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| NIREUS S.A. announces that its subsidiary SEAFARM IONIAN S.A. (SFI) has decided on 30 August 2007 to start the procedure to merge by acquisition its subsidiary ALFA ZOOTROFES LOKRIDOS S.A. in the shareholding of which it participates with 86,55%. August 31, 2007 has been set as the date of transformation balance sheet for the said merge. The merge which is estimated to be concluded until the end of 2007, will take place under the provisions of articles 69-77 of Law 2190/1920, as those are in order after their last amendment, as well as of articles 1-5 of Law 2166/1993.
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