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| 06/10/2006 |
BANÊ OF CYPRUS PUBLIC COMPANY LTD TECHNICAL OLYMPIC S.A. METKA S.A. ELAIS - UNILEVER S.A. INTRACOM S.A. HOLDINGS MARFIN GROUP SA TITAN CEMENT COMPANY S.A. PHOENIX - METROLIFE S.A. ATHENS MEDICAL C.S.A.
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BANÊ OF CYPRUS PUBLIC COMPANY LTD : BANK OF CYPRUS to enter the FTSE ATHEX 20 on 9 October 2006
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Bank of Cyprus will enter the FTSE ATHEX 20 index on 9 October 2006. It will be the 10th largest company in terms of capitalisation and it will have the seventh largest weight of all the index constituents, which is estimated at 6,26% based on data as of 4 October 2006. The FTSE ATHEX 20 constituent changes follow a decision reached yesterday by the Board of Directors of the Athens Exchange. The above development is very positive for Bank of Cyprus, which will constitute an important part of FTSE ATHEX 20, which is a significant reference index for investments on the Athens Exchange. |
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TECHNICAL OLYMPIC S.A. : Press Release
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| The management of the Group of TECHNICAL OLYMPIC announces that TECHNICAL OLYMPIC USA INC. (TOUSA), its listed in NYSE USA subsidiary, updated the lenders to the Transeastern joint venture on the financial position of the joint venture and the Florida housing market conditions. TOUSA?s management reported that when the joint venture was formed in August of 2005, Transeastern had more than 3.000 homes in backlog and projected 2006 deliveries of approximately 3.500 homes. Since that time, the Florida housing market has become more challenging, characterized by weak demand, an over supply of new and existing inventory homes, increased competition and an overall lack of buyer urgency. These conditions have caused elevated cancellation rates and downward pressure on margins due to increased sales incentives and higher advertising and broker commissions. Although we anticipated a gradual slowdown in the Florida housing market, these conditions have been more severe than anticipated and have negatively impacted the joint venture s ability to meet its projections. The joint venture has implemented several initiatives to reduce costs, streamline its operations and increase efficiencies but these initiatives have not been able to fully offset the reduction in profitability caused by the current market conditions. Currently, the joint venture s revised sales and delivery projections are not adequate to support the existing capital structure. The joint venture is exploring options to provide sufficient liquidity including, requesting waivers from its lenders regarding potential defaults and permitting future advances under the revolving credit facility and restructuring land bank obligations. At this time, the joint venture partners do not intend to contribute capital under the existing capital structure. Additionally, the parent company TECHNICAL OLYMPIC S.A informs that the Transeastern joint venture is an independent joint venture and no collateral has been provided for its loan liabilities (non-recourse financing) by the Greek parent company TECHNICAL OLYMPIC S.A or by its USA subsidiary Technical Olympic USA Inc. (TOUSA). |
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METKA S.A. : ALSTOM AND METKA SIGN A STRATEGIC COOPERATION AGREEMENT IN THE FIELD OF POWER PLANTS AND ENVIRONMENTAL PROJECTS IN GREECE AND SOUTH EASTERN EUROPE
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A strategic cooperation Agreement between ALSTOM and METKA SA, a company of the Mytilineos Group, Greece, has been signed today by MM Patrick Kron, ALSTOM Chairman & CEO, Evangelos Mytilineos, President & CEO of Mytilineos Holdings SA and Ioannis Mytilineos, President of METKA SA.
The two companies have agreed:
To cooperate on new power plants and environmental projects, in the field of marketing, business development, preparation, submission and negotiation of bids and in the event of the award of contracts, in the execution projects.
To cooperate in the field of supporting services to power plants, such as revamping and retrofitting works.
To enter into specific manufacturing agreements of parts integrated to gas and lignite power plants, as well as environmental systems.
This Agreement covers Power Projects in Greece and, after a case-by-case evaluation of the Projects, in the broader South Eastern Europe region. This area includes countries such as Cyprus, Albania, Bulgaria, FYROM, Serbia-Montenegro, Kosovo, Slovenia and Romania.
The new Power Plants Projects in Greece will, in most cases, be led by METKA acting as EPC contractor. With ALSTOM assistance, METKA will prepare future bids, naturally including ALSTOM equipment whenever feasible.
METKA will also be acting as the leader of the Service Projects in Greece covering Boilers and Environmental Equipments, while ALSTOM will lead on Project relative to the main rotating equipments (Gas Turbines, Steam Turbines and Generators).
By this Agreement and in view of the privatization of the energy sector in Greece and the energy developments in the South East European region, the two companies are well positioned to offer complete packages of products and services for the construction of reliable, environmentally friendly new power plants, using natural gas, diesel or lignite as resources, and realize refurbishment services with state-of-the-art ALSTOM environmental technologies in Greece and the SE Europe region.
ALSTOM and MEKTA have been successfully collaborating for more than three decades and this agreement will now strengthen and further develop the synergies between the two companies.
Commenting on this strategic Agreement, Mr. Patrick Kron, ALSTOM Chairman & CEO stated: ?We are very satisfied with this cooperation Agreement with METKA. Joining forces with a reliable power plant contractor will undoubtedly make both of our Companies much stronger in our quest to maximize our participation in the energy market developments in Greece and in its neighboring countries.
This cooperation will be highly served by our unique technologies, which offer key advantages to our customers, both in the public and in the private investors, such as efficiency of plant, environmental efficiency and compliance with EU regulations as well as long term after-sales service provision?.
Mr. Ioannis MYTILINEOS, President of METKA stated: ?We are proud to be the first and only company in Greece securing an agreement of cooperation and potential manufacturing of parts with a world leading company in the power sector. METKA will provide significant input to this agreement and at the same time, benefit in know-how, international quality processes and financial prospects. We will strengthen our ability to offer to our customers a complete portfolio of products & services, as well as contribute
immensely in environmentally compliant power plants operating in Greece and the broader region?.
ALSTOM Power is a world leading industrial company for Power Projects with state-of-the-art technologies, engineering capabilities, equipment manufacturing and system integrator. ALSTOM is the world leader in steam power plants and control environmental systems, notably burning brown coal. The company is active in Greece for many decades, and has delivered equipment and systems that support approx 70% of the country?s energy system. In the international market, the power Sector of ALSTOM has a leading posi
tion with an installed capacity of more than the 25% of world?s power production. ALSTOM is worldwide active in power and transport infrastructure projects, is present in 70 countries and employs 60.000 people. ALSTOM is listed in the Paris Stock Exchange. www.alstom.com
METKA is a leading industrial company operating in Greece, specializing in the construction of Power Projects as a General Contractor, has manufacturing capabilities for power equipment and has significant experience and technical know-how in energy, environmental and industrial projects in Greece.
MYTILINEOS Group is a principal shareholder of METKA and other affiliated companies in the areas of Energy, Metallurgy & Mining, Defense and EPC Contracting and shall participate in the scope of this agreement.
For further information, please contact:
ALSTOM:
Philippe Kasse/Stephane Farhi: Paris Headoffice Tel. + 33 1 4149 2982/3308
Barbara Gangas, ALSTOM Communications Greece , Tel: +30 210 6899 354, barbara.gangas@power.alstom.com
MYTILINEOS Holdings:
Emmanuel Perakis, Mytilineos Group CSR & Communications Manager, Tel.: +30 210-6899301, Fax: +30 210 6877400, e-mail: com@mytilineos.gr
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ELAIS - UNILEVER S.A. : Announcement
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| Expression of Opinion according to article 15 of Law 3461/2006, of the Board of Directors of Elais-Unilever S.A. regarding the Voluntary Public Offer of Unilever Hellas (the "Offeror") for the acquisition of all common registered shares of Elais-Unilever S.A. (the "Company"), not owned by Unilever Hellas, for euro 24.50 in cash tendered per Share (the "Public Offer"). Unilever Hellas is a private company that is indirectly, a 100% subsidiary of the Dutch-based Unilever N.V., which along with the UK-based Unilever PLC and their subsidiaries constitute the "Unilever Group". The Board of Directors of the Company whose shares are listed and traded on the Athens Stock Exchange, in the Large Capitalization category, was informed on the 4th September 2006 of the contents of the offering circular (the "Offering Circular") which describes the Public Offer and is already available to the Shareholders of the company and refers to the acquisition of the shares of the Company, not directly owned by the Offeror, under the known terms and conditions, and on the 27th September 2006 was informed of the commencement of the Public Offer acceptance period (the "Acceptance Period") and received a copy of the Offering Circular. The aforementioned shares on that day are calculated to have been 10,614,188 common registered shares with voting rights or a percentage of 78.47% of the paid-up share capital of the Company (the "Public Offer Shares"). Given the above, the Board of Directors convened on the 4th October 2006, Wednesday, 17:00 in an extraordinary meeting following a Chairman?s invitation, in which twelve out of thirteen members of the Board of Directors were present or represented. In this meeting EFG Telesis Finance S.A. (the "Advisor") was also present, having been invited by the Board of Directors, under its role as financial adviser of the Company so as to state a detailed report for the Company, according to article 15 of Law 3461/2006 and the Board of Directors decision dated 8 September 2006. After quorum was ascertained, the Board of Directors decided, by majority vote with eleven (11) members voting in favour and one (1) member voting against after discussion, the following: a) taking into account, i. the contents of the Public Offer, as it is described in the Offering Circular of the Offeror for the Public Offer that was approved by the Capital Markets Commission, a copy of which was timely delivered to the Company, ii. the report of the Advisor dated 4th of October 2006, a copy of which will be available during the Acceptance Period, as the latter is defined in the Offering Circular, at the offices of the Company (74 Athinon-Pireaus Avenue, GR 18547 Piraeus) and at the offices of the Advisor (10 Filellinon Street, Athens). b) Considering i. the active participation of the Unilever Group (to which the Offeror belongs) in the business planning and strategy of the Company due to its majority shareholding in the Company, ii. the upcoming renegotiations on 31 December 2007 of the license agreements for the use of trade marks and technology provided by the Unilever Group, to Elais-Unilever SA iii. the anticipated termination of agreements governing the provision of services to other Unilever Group entities in Greece due to the operational integration of Unilever entities in Greece including transfer of all entities to one location which as a result will lead to the loss of turnover and profits related to the provision of these services, that EFG Telesis S.A., under its role as Advisor of the Company, according to article 15 of Law 3461/30.05.2006, has prepared a detailed report in which, by applying internationally accepted valuation methods, namely 1) Entry Price Analysis, 2) Greek Market Public Offer Premiums, 3) Comparable Trading Multiples, 4) Discounted Cash Flow ("DCF"), 5) Adjusted DCF,6) Comparable Transactions, has ended up with a valuation range for the price of the share of the Company which spans from euro 23,30 to 26,90 pershare. The report has assumed a continuation of the current licence agreements for the preparation of the valuation range. Considering more than half of the company?s profits are generated through the sale of products under these agreements the Advisor asserted that if the Unilever Group were to exercise its right to discontinue or alter the agreements the valuation range would significantly deteriorate. iv. that the offer price of euro 24.50 represents a premium of approximately 19% to the closing price on 1 September, the last trading day prior to submission of the Public Offer, and approximately 21% over the average twelve months prior to submission of the Public Offer, v. that the Offeror will assume the payment of 0.08% clearance duty levied on the off-exchange transfer of the Public Offer Shares that will be tendered by the accepting shareholders who will therefore receive the total amount of the consideration, i.e. the full euro 24.50 per share. vi. that according to the announcements that have been made up to the 27th of September2006 on the Daily Bulletin of the Athens Stock Exchange, the Offeror holds by that date, directly and indirectly, a percentage of 67,17% of the total paid-up share capital and voting rights of the Company, vii. that if the Offeror after the end of the Acceptance Period holds shares that represent at least ninety per cent (90%) of the total voting rights of the Company, it will maintain its right to request the transfer to it of all remaining shares of the Company according to article 27 of Law 3461/2006 within three (3) months after the expiration of the Acceptance Period. The price will be paid in cash and will be equal to the consideration. Similarly, the Offeror plans to convene the General Meeting of the Shareholders of the Company so as to decide on the delisting of the Company?s stocks from the Athens Stock Exchange, if it has accumulated at least 95% of the Company?s voting rights, viii. that the Offeror, according to what is specifically stated in the Offering Circular, at this time does not in the short term intend to proceed to material job reductions. Acting according to: i. article 22a of the codified Law 2190/1920, which institutes and defines the duty of diligence of the Board of Directors, ii. considering the duty of the Board of Directors members of listed companies, according to article 2, paragraph 1 of Law 3016/2002, to promote the long term commercial value of the Company and to preserve the general interest of the Company, iii. considering the continuous devotion of the Board of Directors to the principles of securing and promoting the interests of the Company and its Shareholders, acknowledging at the same time the rights of the Company?s employees DECLARES i. that the number of shares of the Company held or controlled, directly or indirectly, by the Board of Directors? members and the senior management of the Company, on 4th October is depicted in the following table: Name Position Nr of common registered shares % A. BoD members NIKOLAOS P. FIDELIS NON EXECUTIVE MEMBER 279.110 2,06 ALEXANDROS A. MAKRIS NON EXECUTIVE MEMBER 215.598 1,59 ANASTASIOS CH. XELMIS EXECUTIVE MEMBER 100 0 ANTONIOS E. GORTZIS INTEPENTED NON EXECUTIVE 560 0 B. Senior Management none ii. that the Board of Directors, in the context of Law 3461/30.05.2006 has appointed EFG Telesis S.A.ndependent financial adviser, so that the latter prepares the appropriate, as per article 15 of the aforementioned law, detailed report to the Company?s Board of Directors and cooperated with the aforementioned Advisor and set at its disposal any data requested so that the Advisor is facilitated in the completion of its report and in the general fulfilment of its obligations. iii. that the Board of Directors has not proceeded to any action that is not part of its usual operations that may lead to the cancellation of the Public Offer and neither has nor intends to proceed to any action for the identification of competitive offers, estimating that any other offer, competitive to the current Public Offer, is possibly unfeasible, because of the majority shareholding that the Unilever Group already has in the Company as well as the control that the Unilever Group can exercise over the brands and technology that it has licensed to the Company. iv. that there are no agreements between the Board of Directors and/or the members of the Board of Directors of the Company and the Offeror, regarding the Public Offer, the management and operation of the Company, as well as the exercise of the voting rights in the Company. It is noted that Mr. Anastasios Ch. Helmis, responsible for the quality of the Company''''s products, a non-executive member of the Board of the Company, is also a member of the Board of Directors of the Offeror. Furthermore, Mr. Ivar Jan Blanken, member of the Board of Directors of the Company, is providing services to the Offeror, according to the terms and provisions of the contract for provision of Dependent Services dated 1/11/2003. Furthermore, the president of the Company''''s Board of Directors mr. Spyridon Dessyllas and members of the Board messers Gregory Antoniadis, Anastasios Helmis, Ivar Blanken, Charalambos Georgadas John Tisizis Jenny Kotsida and Hiro Athanassiou, ,provide services for issue which are to the common interest of all Unilever entities in Greece. v. that the employees of the Company were timely and duly informed by the Company, by the announcement dated 27th of September 2006 regarding the contents of the Public Offer and the Offering Circular as approved by the Capital Markets Commission. vi. that the Board of Directors will announce its current justified opinion regarding the Public Offer to the employees of the Company, immediately after its adoption. It is noted that the trade unions " PANELLADIKI ENOSI ERGATOTECHNIKOU KAI YPALLILIKOU PROSOPIKOU ELAIORGOSAPONOPEIION-PIRINELAIOURGEION-SPORELAIOURGEION-KALLINTIKON KAI APORRIPANTIKON" and " Union of Elais-Unilever SA Employees" of the Company have submitted today a separate opinion regarding the consequences of the Public Offer on the personnel employment stating that the rights of the employees and the working places should not be endangered in any way . ASSESSES that the consideration of euro 24.50 per share is rational and fair. that the acceptance of the Public Offer will ensure to the shareholders who wish for a liquidation of their stakes better terms than those recently on the market. that the acquisition of the Company by the Offeror will ensure the continuous profitable development of the Company and is not expected to have substantially negative impact to the current employment policy in the Company. CONSIDERS that another offer, competitive of the current Public Offer, that would be in the interest of the shareholders of the Company would probably be unfeasible, because of the control that the Unilever Group already has in the Company. RECOMMENDS that, subject to the submission of a competitive or revised Public Offer, the shareholders of the Company accept the Public Offer as described in the Offering Circular. |
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INTRACOM S.A. HOLDINGS : Purchase of own shares
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INTRACOM HOLDINGS, in accordance with article 4, paragraph 4, of the European Communities Commission Regulations, hereby notifies the investing public that it has proceeded with the purchase of own shares, according to article 16 of Coded Law 2190/1920, as currently valid, the 28.06.2006 shareholders'' General Meeting resolution and the 19.07.2006 decision of its Board of Directors, as follows:
1. On 28/09/2006, the Company purchased 86.597 own shares, with average purchase price euro 5,06, per share.
2. On 29/09/2006, the Company purchased 130.000 own shares, with average purchase price euro 5,04, per share.
The aforementioned total 216.597 own shares were purchased via the Athens Exchange Member Companies "EFG EUROBANK Securities S.A." and "OMEGA BANK S. A.", with average purchase price euro 5,05 per share.
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MARFIN GROUP SA : Announcement
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It is announced by the company "MARFIN FINANCIAL GROUP HOLDINGS S.A." that on 10.10.2006, 2.832.877 new common company shares are to initiate trading in the Athens Exchange, following its share capital increase by Euro 22.351.399,53, due to the conversion of a) 99.112 bonds into 828.936 shares from the company''s Convertible Bond Loan (ex "COMM GROUP MASS MEDIA AND COMMUNICATIONS HOLDINGS SOCIETE ANONYME"), which was issued on 12.6.2003, with nominal value of Euro 8.920.080 and conversion price of Euro 10,7608463361 per share, according to the resolution made during the Regular General Shareholder Meeting held on 28.6.2002, as well as according to the Board of Directors'' resolutions made on 22.1.2003 and 21.4.2003, the resolution of the General Shareholder Meeting on 6.12.2003 and the Bondholders'' Meeting held on the same date, the Board of Directors resolution made on 19.8.2005 and the Bondholders'' Meeting held on the same date and the Board of Directors'' resolution made on 16.5.2006, b) 1.813.750 bonds into 2.003.941 shares from the Convertible Bond Loan issued by "MARFIN FINANCIAL SERVICES SOCIETE ANONYME" which was absorbed through a merger and formed the Company "MARFIN FINANCIAL GROUP HOLDINGS S.A." as its successor. The Bond Loan was issued on 19.12.2001 with nominal value of Euro 32.284.750, a conversion price of Euro 16,1106214993 per share, according to the resolution made on the Extraordinary General Shareholder Meeting held on 25.10.2001, according to the Board of Directors'' resolution made on 12.11.2001, the Extraordinary General Shareholder Meeting held on 4.12.2003, the Bondholders'' Meeting held on the same date, the Bondholders'' Meeting held on 6.12.2003, BoD''s resolution made on 19.8.2005, the Bondholders'' Meeting held on the same date, the BoD''s resolution made on 16.5.2006 and the Bondholders'' Meeting held on 24.5.2006.
The aforementioned share capital increase, which does not constitute a direct modification of the articles of association, was certified by the Company''s Board of Directors on 14.9.2006 and was recorded in the Societes Anonyme Register of the Ministry of Development through the relevant announcement numbered K2-13632/28.9.2006.
The Athens Exchange BoD, during its meeting held on 4.10.2006, approved the listing of the aforementioned 2.832.877 new common registered shares of the Company.
The date of initiation of trading of the new shares in the Athens Exchange, through the resolution of the Company''s BoD, is set on 10.10.2006, whereas the starting trading price of the Company''s shares in the Athens Exchange will be estimated according the Athens Exchange Regulation. As of the same date, the aforementioned shares will be credited in the accounts of the beneficiary shareholders in the Dematerialised Securities System (D.S.S.).
For further information shareholders can contact the Company''s Investor Relations Department (tel. +30 210 8170245, Mrs. Katsikadakou).
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TITAN CEMENT COMPANY S.A. : Application for license to build a cement plant in Albania
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Following today''s press reports, TITAN Cement Group announces that it has filled an application to Albanian Authorities in order to obtain a license to build a cement plant.
Titan already exports cement to Albania while, it owns 2 cement plants in the neighboring countries of Serbia and FYROM.
Titan is an independent cement and building materials producer, based in Greece. Titan owns and operates 11 cement plants in six countries. In 2005 the Group sold over 15 m. tons of cement and cementitious materials, over 5 m. m3 of ready mixed concrete, 20 m. tons of aggregates and various other building materials such as concrete blocks, dry mortars etc. |
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PHOENIX - METROLIFE S.A. : Notification pursuant to article 24 of L. 3461/2006
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Pursuant to paragraph 2 (a) of article 24 of L. 3461/2006, Credit Agricole S.A. hereby notifies the Hellenic Capital Market Commission and, for the purposes of the publication on ATHEX Daily Bulletin, the Athens Exchange that:
(1) On October, 5th 2006, Credit Agricole S.A. acquired, at the price of euro 2.18 each, 78,536 common registered voting shares of the company "Phoenix Metrolife Emporiki S.A." (the "Company"), representing approximately 0.09% of the Company''s voting rights;
(2) Prior to the above acquisition, Crédit Agricole S.A. controlled directly and indirectly (as a result of the acquisition of control in Emporiki Bank of Greece S.A.) approximately 95.81% of the Company''s voting rights;
(3) Following the above acquisition, Credit Agricole S.A. controls directly and indirectly approximately 95.90% of the Company''s voting rights.
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ATHENS MEDICAL C.S.A. : Notification
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According to the PD 51/92 ?Athens Medical Center SA? informs the investor community that on the 6th of October Mr. George Apostolopoulos and ?G Apostolopoulos Holdings SA? proceeded with transactions on the ?Athens Medical Center SA? shares.
In particular, prior to the transaction ?G Apostolopoulos Holdings SA? had 47.633.843 shares out of a total number of shares of 83.985.980. The percentage of voting rights as well as the percentage of the Company?s Share capital controlled by ?G Apostolopoulos Holdings SA? was 56,716%. After the sale transaction of 7.000.000 shares "G Apostolopoulos Holdings SA" has 40.633.843 shares and controls 48,382% of the voting rights and has 48,382% stake in the "Athens Medical Center SA" share Capital.
Prior to the transaction, Mr. George Apostolopoulos had 2.089.901 shares of ?Athens Medical Center'' out of a total number of shares of 83.985.980 shares. His percentage on the "Athens Medical Center SA" share capital was 2,488%, whereas his voting rights percentage, including the voting rights of "G. Apostolopoulos Holdings SA", a company controlled by him, was 59,205%. After the acquisition of 7.000.000 "Athens Medical Center SA" shares Mr. George Apostolopoulos has 9.089.901 shares and his participation
in the share capital is 10,823%, whereas the percentage of voting rights controlled by him remains at 59,205%.
We stress the fact that "G Apostolopoulos Holdings SA" is controlled by Mr George Apostolopoulos and as a result, and following the above transactions, the percentage of voting rights controlled by Mr. George Apostolopoulos remained unchanged at 59,205%.
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