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| 07/11/2007 |
GEK GROUP OF COMPANIES S.A. GREEK ORGANISATION OF FOOTBALL PROGNOSTICS S.A. "ALFA-BETA" VASSILOPOULOS S.A. MARFIN EGNATIA BANK NEOCHIMIKI L.V. LAVRENTIADIS S.A. MARFIN INVESTMENT GROUP HOLDINGS SA EUROMEDICA S.A. MICROLAND COMPUTERS S.A. MOTOR OIL (HELLAS) CORINTH REFINERIES SA PETROS PETROPOULOS S.A. MARFIN POPULAR BANK PUBLIC CO LTD ELLÉNIÊÉ TECHNODOMIKI TEB S.A. NIREFS S.A. SINGULARLOGIC S.A. ELLÉNIÊÉ TECHNODOMIKI TEB S.A. INTRALOT S.A. PANTECHNIKI S.A. PANTECHNIKI S.A. GREEK ORGANISATION OF FOOTBALL PROGNOSTICS S.A. EUROLINE INVESTMENTS CO. INTERINVEST S.A. BLUE STAR MARITIME S.A. HELLENIC DUTY FREE SHOPS S.A. MARFIN INVESTMENT GROUP HOLDINGS SA BABIS VOVOS INTERNATIONAL TECHNICAL S.A. HELLENIC PETROLEUM S.A. GEK GROUP OF COMPANIES S.A.
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GEK GROUP OF COMPANIES S.A. : Ánnouncement
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| GEK S.A. informs the investors that, in compliance with article 4 par. 4 of the Regulation no. 2273/2003 of the Commission of the European Communities and according to article 16 par. 5 of the Codified Law 2190/1920, as amended and currently in force, as well as by virtue of the Decision of the Regular General Assembly of its Shareholders dated 27.06.2007 and the Decision of the Board of Directors dated 28.06.2007, proceeded through the member of the A.S.E. PRAXIS INTERNATIONAL S.A., with the purchase of GEK's shares as following: 1) on 5/11/2007 5.000 shares were bought at an average price of 13,00 euros per share and at with a total transaction value of 65.000,00 euros, 2) on 6/11/2007 5.000 shares were bought at an average price of 12,90 euros per share and at with a total transaction value of 64.500,00 euros. |
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GREEK ORGANISATION OF FOOTBALL PROGNOSTICS S.A. : Announcement date of nine month 2007 financial results
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OPAP S.A. will announce the Nine Month 2007 financial results on Wednesday 21 November, 2007, accordingly:
- Wednesday 21/11/2007. The results will be available at both Athens Stock Exchange and the company's web sites, following the close of the ATHEX trading session
- Thursday 22/11/2007, daily press publication of the 9M 2007 results.
- Thursday 22/11/2007 at 17:00 (Athens time), conference call commending the 9M 2007 results.
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"ALFA-BETA" VASSILOPOULOS S.A. : Press Release 3Q results
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SIGNIFICANT INCREASE IN ALL KEY FIGURES DURING FIRST NINE MONTHS 2007
- Consolidated Turnover (Sales) amounted to 838.5 million EUR in first nine months 2007 from 738.8 million EUR in 2006 showing an increase by 13.5%. For "ALFA-BETA" standalone Turnover (Sales) amounted to 814.3 million EUR from 717.3 million EUR in 2006, an increase also by 13.5%.
- Consolidated Profit before Tax was significantly improved in comparison to First nine months of 2006, and amounted to 30.6 million EUR from 16.5 million EUR in 2006. For "ALFA-BETA" standalone Profit before Tax amounted to 27.7 million EUR compared to 14.4 million EUR in first nine months of 2006.
- Consolidated Profit after Tax was also considerably improved and reached 22.5 million EUR from 10.4 million EUR in first nine months of 2006. For ?ALFA-BETA? standalone Profit after Tax amounted to 20.4 million EUR compared to 9.2 million EUR in 2006.
Our business in Q3 2007:
During Q3 2007, "ALFA-BETA" continued its dynamic commercial policy reinforcing its value-for-money concept and improving the relation between quality and price of its products.
Regarding Company's organic expansion, during Q3 2007, a new company-operated store was inaugurated, in Mets, Athens, with a sales area of 1,600 sq,m. In parallel, three new AB Shop and Go franchise stores were added, in Arta, Rhodos and Messinia. Thus, at the end of the period, the Group?s sales network numbered 154 stores of which 111 are company operated retail stores, 33 franchise stores and 10 are wholesale stores operating under the banner ENA Cash-and-Carry.
Q3 2007 RESULTS
"ALFA-BETA" VASSILOPOULOS S.A. 01.01-30.09 2007 01.01-30.09 2006 Change
Consolidated Results (in thousand EUR) Turnover (Sales) 838.548 738.832 13,5%
Gross Profit 185.956 158.048 17,7%
On Sales 22,2% 21,4%
Operating Expenses 158.274 142.374 11,2%
On Sales 18,9% 19,3%
Profit before Tax, Financial, Investing Activities, Depreciation and Amortization (EBITDA) 45.422 31.502 44,2%
On Sales 5,4% 4,3%
Operating Profit 31.512 18.287 72,3%
On Sales 3,8% 2,5%
Profit before Tax 30.582 16.532 85,0%
On Sales 3,6% 2,2%
Profit after Tax 22.504 10.359 117,2%
Profit after Tax & Minority Rights 22.503 10.359 117,2%
The increase by 13.5% of Consolidated Turnover (Sales) during the first nine months of 2007 is attributed to the company's dynamic commercial policy, to the continuous efforts of the Company for upgrading its stores network as well as to the contribution of new stores that were opened after Q3 of 2006.
Consolidated Gross Profit compared to the previous year corresponding period increased by 17.7%, an increase higher than that of sales that confirms the success of the commercial policy as well as the effective inventory management of the group.
Consolidated Operating Expenses increased by 11.2%, an increase which is lower than that of sales and of gross profit, thus reflecting the Company's efforts to control operating costs and to strengthen its competitiveness.
Consolidated Profit before Tax, Financial, Investing Activities, Depreciation and Amortization (EBITDA) showed an increase by 44.2% due to the increase in sales and gross profit while controlling operating expenses.
All the aforementioned reasons lead to significant increases in Consolidated Operating Profit, in Consolidated Profit before Tax as well as in Consolidated Profit after Tax.
OUTLOOK TILL THE YEAR END
For the remaining period of 2007, "ALFA-BETA" VASSILOPOULOS plans an acceleration of its opening program. It will add 8 new stores to its existing network, including those of the franchise network, extending it to 162 stores.
"ALFA-BETA" VASSILOPOULOS S.A.
"ALFA-BETA" VASSILOPOULOS S.A., is a food retail company established in 1969 and member of the Belgian Delhaize Group since 1992. At the end of 2006, the group "ALFA-BETA" operated 148 stores (108 company operated food retail sales points, 10 Cash-and-Carry stores, & 30 franchising stores) and employed 7,209 people. In 2006, Consolidated Turnover amounted to EUR 1,030.2 million and Consolidated Net Profit before tax to EUR 30.4 million. "ALFA-BETA" VASSILOPOULOS S.A. is listed on the Athens Stock Exchange (BASIK) since 1990. |
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MARFIN EGNATIA BANK : Announcement of regulated information pursuant to article 9 para. 5 of law 3556/2007
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As a result of the exercise of the right of conversion of one thousand four hundred (1,400) bonds of the Convertible Bond Loan which was issued by the Bank by virtue of the decisions of the 1st Re-iterative and deferred Ordinary General Meeting of the holders of common shares dated 28.6.2001, as well as of the 1st Re-iterative Special General Meeting of the holders of privileged shares dated 28.6.2001 and the decisions of the Board of Directors of 3.10.2002 and 19.11.2002, convertible to one thousand four hundred (1,400) new registered shares, the share capital of the Bank currently amounts to three hundred sixty six million five hundred fifty five thousand six hundred eleven euros and eighty two cents (366,555,611.82 euros), divided into two hundred eighty eight million six hundred twenty six thousand four hundred sixty six (288,626,466) common registered shares of a par value of 1 euro and twenty seven cents (1.27 euros). The new shares which derived from the conversion of the bonds were credited to the securities accounts of the Shareholders at the Incorporeal Securities System and were listed for trading at the Stock Exchange on 5.11.2007. Each share of the Company confers the right to one vote.
This announcement is published pursuant to the provisions of article 21 of law 3556/2007 and has been posted on the Bank's website (www.marfinegnatiabank.gr).
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NEOCHIMIKI L.V. LAVRENTIADIS S.A. : Announcement.
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| The company "NEOCHIMIKI L.V. LAVRENTIADIS S.A." informs the investment public that on November 12, 2007 expires the, from 2/11/2006, annual Market Making contract with PROTON BANK S.A. and it is not going to be renewed. Monday, November 12, 2007 is the last official day for the Market Making.
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MARFIN INVESTMENT GROUP HOLDINGS SA : Announcement
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| MARFIN INVESTMENT GROUP HOLDINGS SOCIETE ANONYME ("MIG") announces according to article 24 of Law N.3461/2006 and the provisions of Law 3556/2007, that, during the trading session of 6.11.2007, MIG acquired 38,354 shares at the price of Euro 3.76 per share and the total value of the transaction amounted to Euro 144,211.04. Subsequently, MIG's total holding in the share capital and voting rights of "BLUE STAR MARITIME S.A." amounts to 49.205 %, out of which 0.41 % corresponds to 430,315 shares held directly by MIG, and 48,795 % corresponds to 51,235,000 shares held indirectly by MIG through its participation in "ATTICA HOLDINGS S.A.". |
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EUROMEDICA S.A. : Announcement
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Euromedica S.A., further to its announcement issued on 18 October 2007, would like to hereby inform its shareholders and investors that it has proceeded in the buyout of 49% of the shares of "IONIA PRIVATE MULTI-MEDICAL FACILITY IATRIKI S.A.", which operates a diagnostic laboratory (imaging, bio-pathology, etc.) in Elefsina, the cost of which amounted to 4,295,000 Euros. "IONIA PRIVATE MULTI-MEDICAL FACILITY IATRIKI S.A." also holds the controlling interest in "IATRIKI MEGARON PRIVATE DIAGNOSTIC LABORATORY S.A.", which operates a Diagnostic Laboratory (imaging, bio-pathology, etc.) in Megara. Euromedica S.A. has, concurrently, proceeded in the buyout of 49% of "IONIA NEPHROLOGY S.A.', the cost of which amounted to 204,000 Euros, and in the acquisition of a real estate of an area of 772 square metres in Magoula, Attiki, the cost of which amounted to 100,000 Euros, which will be used to serve the needs of this company for the operation of a Chronic Haemodialysis Unit with a capacity of 30 patients, for which the relative feasibility approval has been received. The Chronic Haemodialysis Unit is expected to begin operating in 2009.
With the aforementioned buyouts Euromedica S.A. has increased its pan-Hellenic network of primary health care facilities to 34 centres. Of these 34 centres, Euromedica S.A. operates 16 in the Attiki basin (two of which will begin operating in the near future), 5 in Thessaloniki, plus the EUROGENETIKA laboratory, 2 in Crete, 3 in Volos and 1 in Larisa, Ptolemaida, Kozani, Serres, Alexandroupoli, Trikala and Corinth. |
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MICROLAND COMPUTERS S.A. : New Microland shop in Sparti
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Microland franchise network is rapidly extended with one more Microland intelligent store in Sparti at 18 Kleombrotou str.
Microland, subsidiary company of Altec Group continues consequently its development strategy aiming to expand its network all over Greece.
The differentiation of Microland network lies in the specialised and completed solutions in all the sectors of high technology, in the direct response of consumer's needs, in the most convenient relation price - quality, as well as in the specialised personnel.Through www.eml.gr Microland's electronic shop, customers can purchase customized solutions of products and services 24 hours per day, 365 days per year. |
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MOTOR OIL (HELLAS) CORINTH REFINERIES SA : Announcement in the context of Law 3556/2007
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| It is hereby announced that on November 6th, 2007 Mr. Demosthenes N. Vardinoyannis, non-executive BoD Member (person obliged to acknowledge his stock exchange transactions on the Company's shares according to article 13 of Law 3340/2005) bought 500 Company shares of total value euros 8,500.
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PETROS PETROPOULOS S.A. : Group financial report, third quarter 2007
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| The company announces the group financial report, third quarter 2007. |
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MARFIN POPULAR BANK PUBLIC CO LTD : Announcement of regulated information under Law 3556/2007.
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| Marfin Popular Bank Public Co Ltd announces, in accordance to Law 3556/2007, Decision 1/424/3.7.2007 and Circular 33 of Hellenic Capital Market Commission, that on 05/11/2007 Mr Marcos Foros, Independent Non Executive Member of BoD of the Bank, proceeded with the sale of 5.000 shares of Marfin Popular Bank of total value euros 56.100,00. |
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ELLÉNIÊÉ TECHNODOMIKI TEB S.A. : ANNOUNCEMENT
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The Company 'ELLINIKI TECHNODOMIKI TEB S.A.', the shares whereof are listed and traded in the securities market of the Athens Exchange, announces that in the individual meetings held on November 5th 2007, the Board of Directors of 'ELLINIKI TECHNODOMIKI TEB S.A.' and 'PANTECHNIKI S.A.' approved under and in accordance with the provisions of article 69 par. 1 and 2 of c.l. 2190/1920, the Draft Merger Agreement by absorption of the latter by the former, which on the same day was signed and will follow the publicity requirements of article 69 par. 3 of c.l. 2190/1920. The said Draft, whose abstract is going to be published on a daily financial newspaper, has the following core content:
1. The companies 'ELLINIKI TECHNODOMIKI TEB S.A.' and 'PANTECHNIKI S.A.' are merged via absorption of 'PANTECHNIKI S.A.' (hereinafter the 'Absorbed S.A.') by 'ELLINIKI TECHNODOMIKI TEB S.A.' (hereinafter the 'Absorbing S.A.' and together with the 'Absorbed S.A.' the 'Merged Companies') according to the transformation balance sheet of the Absorbed S.A. as of August 31st 2007 under the provisions of article 68 par. 2, 69-70 and 72-77 of C.L. 2190/1920, in conjunction with article 1-5 L. 2166/1993, as in force, on the terms, formality and conditions which the two parties are submitted to.
2. The merger is effected by the consolidation of the assets and liabilities of the Merged Companies, as these stand on the date of the completion of this merger by absorption, and the assets of the Absorbed S.A. are transferred as balance sheet accounts of the Absorbing S.A.. After the completion of the merger, the Absorbed S.A. is insolvent, but not liquidated, and its shares are cancelled. As well its property (assets and liabilities) are transferred to the Absorbing S.A., which hereinafter is being substituted, because of quasi total succession, in all claims, receivables and liabilities of the Absorbed S.A. as this is stated in article 75 of C.L. 2190/1920.
Wherever, under the existing legislation, there is the need by the law for the provision of special announcements for the transition of the assets of the Absorbed S.A. to the Absorbing S.A., the merged companies undertake through this statement the obligation for the absolute compliance.
3. According to the aforementioned provisions, the share capital of the Absorbing S.A. of total amount of Euro 128,666,335.68, divided to 158,847,328 common, registered, voting, dematerialised shares of nominal value of Euro 0.81 each, with the completion of the merger, at the same time and in parallel, will be increased, on the one hand with the amount of the contributed share capital of the Absorbed S.A. of total amount of Euro 52,614,195.00 and on the other hand with the capitalization of part of the share premium account of the Absorbing S.A. of total amount of Euro 1,030,821.71 in order to maintain the following stated share exchange ration. After these, the share capital will amount Euro 182,311,352.39, divided into 177,001,313 common registered, voting, dematerialised shares of new nominal value of Euro 1.03 each.
4. For the determination of the value of the Absorbing S.A. the method of ?Sum Of The Parts was used, based on generally accepted valuation methods, internationally used. The valuation methods used for the valuation of the parts are: Market Cap valuation, Discounted Cash Flow method, Dividend Discount Method, Comparable Companies Multiples Method and the Net Equity Method. The methodology applied in each situation is the most prudent and fair, chosen on several factors as the nature of the asset, its maturity, the lifespan of the asset as well as the company?s participation. Following this, the sum of all these results was calculated in order to determine the final value of the Absorbing S.A. A respective methodology was also followed regarding the Absorbed SA. In application of the above valuation methods, the resulting valuation ratio between the Absorbing S.A. and the Absorbed S.A. was determined at 8.75:1.
After the completion of the merger and the total increase of the share capital of the Absorbed S.A. under par. 3 of this report, the participation ratio of the merged companies on the resulting by the merger new share capital of the Absorbing S.A. will be 89.7436% (shareholders of the Absorbing Company) and 10.2564% (shareholders of the Absorbed company). Hence, from the new total share capital of the Absorbing S.A. of total amount of Euro 182,311,352.39 divided into 177,001,313 common, registered, voting, dematerialised shares, the shareholders of the Absorbing S.A. will own 158,847,328 common, registered, voting, dematerialised shares and the shareholders of the Absorbed S.A. will own 18,153,985 common, registered, voting, dematerialised shares of new nominal value of Euro 1.03 each.
5. After the application of the above methods, as true and fair exchange ratio of the shares of the Absorbed S.A. to the shares of the Absorbing S.A., is the following ratio:
I. For the Shareholders of the Absorbed S.A.
Shares of the Absorbed S.A hold against Shares of the Absorbing S.A. who are eligible for: 2.318574 to 1 or 1 to 0.43129958 i.e. the shareholders of the Absorbed S.A. will exchange 1 common, registered, voting, dematerialised share of the Absorbed S.A. of nominal value of Euro 1.25 each, with 0.43129958 common, registered, voting, dematerialised shares of the Absorbing S.A. of new nominal value of Euro 1.03.
II. For the Shareholders of the Absorbing S.A.
The shareholders of the Absorbing S.A. will retain the same number of shares as before the completion of the merger, with new nominal value of Euro 1.03 each.
6. In the case where fractional balances arise, no new shares will be issued, however these will be settled according to relevant decision of the General Assembly, as this is stated in the relevant legislation.
7. The shares of the Absorbing S.A. owned by the Absorbed S.A. shareholders will be credited to the dematerialized shares accounts within the statutory dead-lines, based on the relevant allocation registry and according to the formality that the qualified authorities will state.
8. From the next day of the preparation of the transformation balance sheet of the Absorbed S.A. i.e. September 1st, 2007 and by the date of the completion of the merger, the corporate actions and transactions of the Absorbed S.A. it is assumed that for accounting purposes are effected for the Absorbing S.A., on the accounts of which the relevant amounts will be transferred with a batch record after the registration of the approval decision of the merger in the relevant Register of Societe Anonyme.
9. From the completion of the merger date, the shareholders of the Absorbed S.A. will have the right to participate in the earnings distribution of the Absorbing S.A. for the financial year 2007 and hence.
10. There are no shareholders with special rights of the Absorbed S.A., nor holders of other securities apart from shares.
11. There are no special advantages for the members of Board of Directors and the ordinary auditors of the Merged Companies deriving by the articles of association of the companies of by the decisions of the Shareholders General Assembly, nor such advantages provided by this merger.
The decisions of the General Assemblies of the Merged Companies, together with the final merger agreement that will take the formation of the notary document, as well as the approval decision of the registered authority regarding the merger, will meet the publication requirements of article 7b of c.l. 2190/1920 by each of the Merged Company.
The participating companies, as represented by law, agreed upon the rules of the Draft Merger Agreement that are under the approval, according to the law in force, of licences, approvals, and abidance of other formalities.
The Draft Merger Agreement of 'ELLINIKI TECHNODOMIKI TEB S.A.' by absorption of 'PANTECHNIKI S.A.' was prepared on credit of the above and is signed legitimately by the representatives of the merged companies. |
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NIREFS S.A. : Announcement
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In operation the first pre-growing unit of NIREUS S.A.
NIREUS S.A. announces that the first inland pre-growing unit is being put in full operation in Thesprotia region of N.F. Greece. It refers to a pioneering and innovative, unique for Greece, production process in the chain of fish farming, which is included in the medium term investment plan of NIREUS, achieves, through the production of 10 gr. size juveniles, a more efficient and effective production process during the winter period. This new unit has a production capacity of 20 mill, 10 gr size juveniles per annum, while, gradually, the NIREUS capacity is to rise to 25 mill juveniles in 2008, 35 mill juveniles in 2009 and to 50 mill juveniles by 2010, supplying the sea fish cages of the NIREUS Group, as well as the fish farm units cooperating with NIREUS. The basic advantages and economic benefits stemming for the NIREUS Group refer to the reduction of the production cycle of the final product by up to 4 months, from 17 to 13 months, under conditions of steady high temperature of the seawater. Simultaneously, the fish mortality is further reduced, as well as the fish-feed cost and the production cost in general, while the cash conversion cycle is also reduced, reducing in turn the working capital needs. The Thesprotia pre-growing init, of cost of 5,0 mill ?, operates in a region of 38 acres, including building of 500 s.m., tanks of 3.900 s.m., and liquid waste processing system of 400 s.m., while it occupies 25 employees.
A more detailed presentation of the Thesprotia pre-growing unit can be drawn from the company's website, www.nireus.com |
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SINGULARLOGIC S.A. : New project for public sector was awarded to SingularLogic Group.
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Upon completion of the relevant tender, the project "Development of on-line services for the Prefect Ural Local Governments with responsibilities of the Ministry of Rural Development and Foods" with a total budget amounting 1,144,948 euro (including VAT) was awarded to SingularLogic Integrator.
The project concerns the development and installation of an Information System which will support operations for the services provided by Prefectural Local Government Directorates with the responsibilities of the Ministry of Rural Development and Foods.
Specifically, the project includes the following:
- Homogenisation of services concerning the submission of requests related to the issuance of certificates or permits.
- Information system development, parameterisation, installation and operation which will enable flow management of standardised tasks and information for the specific directorates of all Prefect Ural Local Governments (PLGs) of the country and will also facilitate monitoring citizen requests / cases by PLG supervisors and citizens themselves.
- The creation of an Internet portal that will comprise a direct information medium available to all interested parties and a point where citizens from the provinces may submit relatively frequent requests to the central MADF through PLGs.
- Provision of user training and support services, ensuring smooth operation of the PLGs applications, provision of technical and scientific support services as well as provision of system maintenance and support services.
Upon completion of this project, the Ministry of Rural Agricultural Development will achieve operation optimisation for the above Prefect Ural Local Government Directorates and the best possible service for citizens living in the provinces. |
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ELLÉNIÊÉ TECHNODOMIKI TEB S.A. : ANNOUNCEMENT
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| The Company 'ELLINIKI TECHNODOMIKI TEB S.A.' (hereinafter 'The Company'), the shares whereof are listed and traded in the securities market of the Athens Exchange, refers to the under development process of the merger by absorption of 'PANTECHNIKI S.A.' and announces that, under the provisions of article 289 par. 5 of the ATHEX regulation as well as article 2 par. 4 of L. 2166/1993, the assigned acknowledged company of charted auditors - accountants 'Ernst & Young (Greece) Charted Auditors Accountants S.A.' submitted to the company's Board of Directors the fairness opinion report regarding the true and fair valuation and share exchange ratio of the merged companies. It is verified from the content of the report, the previously announced by the Company's Board of Directors valuation ratio of 8.75/1 and share exchange ratio of 0.43129958/1 between the Company and 'PANTECHNIKI S.A.' respectively. The aforementioned report is available at the company's website (www.etae.com) as well as at the Athens Exchange website (www.athex.gr).
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INTRALOT S.A. : INTRALOT launches debut 300m euros syndicated credit facility.
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Barclays Capital, the investment banking division of Barclays Bank PLC, BNP Paribas and Citigroup Global Markets Limited, acting as Bookrunners, have launched syndication of the debut 300 million euros syndicated revolving credit facility for INTRALOT S.A.
The 5-year transaction is for general corporate purposes, including the refinancing of existing indebtedness, acquisitions, investments and capital expenditure. A presentation by INTRALOT to potential participant banks is scheduled to take place in Athens on 12 November 2007.
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PANTECHNIKI S.A. : Announcement.
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The Company ''PANTECHNIKI S.A.'', the shares whereof are listed and traded in the securities market of the Athens Exchange, announces that in the individual meetings held on November 5th 2007, the Board of Directors of ''PANTECHNIKI S.A.'' and ''ELLINIKI TECHNODOMIKI TEB S.A.'' approved under and in accordance with the provisions of article 69 par. 1 and 2 of c.l. 2190/1920, the Draft Merger Agreement by absorption of the latter by the former, which on the same day was signed and will follow the publicity requirements of article 69 par. 3 of c.l. 2190/1920. The said Draft, whose abstract is going to be published on a daily financial newspaper, has the following core content:
1. The companies ''ELLINIKI TECHNODOMIKI TEB S.A.'' and ''PANTECHNIKI S.A.'' are merged via absorption of ''PANTECHNIKI S.A.'' (hereinafter the Absorbed S.A.) by ''ELLINIKI TECHNODOMIKI TEB S.A.'' (hereinafter the Absorbing S.A. and together with the Absorbed S.A. the ''Merged Companies'') according to the transformation balance sheet of the Absorbed S.A. as of August 31st 2007 under the provisions of article 68 par. 2, 69-70 and 72-77 of C.L. 2190/1920, in conjunction with article 1-5 L. 2166/1993, as in force, on the terms, formality and conditions which the two parties are submitted to.
2. The merger is effected by the consolidation of the assets and liabilities of the Merged Companies, as these stand on the date of the completion of this merger by absorption, and the assets of the Absorbed S.A. are transferred as balance sheet accounts of the Absorbing S.A.. After the completion of the merger, the Absorbed S.A. is insolvent, but not liquidated, and its shares are cancelled. As well its property (assets and liabilities) are transferred to the Absorbing S.A., which hereinafter is being substituted, because of quasi total succession, in all claims, receivables and liabilities of the Absorbed S.A. as this is stated in article 75 of C.L. 2190/1920.
Wherever, under the existing legislation, there is the need by the law for the provision of special announcements for the transition of the assets of the Absorbed S.A. to the Absorbing S.A., the merged companies undertake through this statement the obligation for the absolute compliance.
3. According to the aforementioned provisions, the share capital of the Absorbing S.A. of total amount of Euro 128,666,335.68, divided to 158,847,328 common, registered, voting, dematerialised shares of nominal value of Euro 0.81 each, with the completion of the merger, at the same time and in parallel, will be increased, on the one hand with the amount of the contributed share capital of the Absorbed S.A. of total amount of Euro 52,614,195.00 and on the other hand with the capitalization of part of the share premium account of the Absorbing S.A. of total amount of Euro 1,030,821.71 in order to maintain the following stated share exchange ration. After these, the share capital will amount Euro 182,311,352.39, divided into 177,001,313 common registered, voting, dematerialised shares of new nominal value of Euro 1.03 each.
4. For the determination of the value of the Absorbing S.A. the method of Sum Of The Parts was used, based on generally accepted valuation methods, internationally used. The valuation methods used for the valuation of the parts are: Market Cap valuation, Discounted Cash Flow method, Dividend Discount Method, Comparable Companies Multiples Method and the Net Equity Method. The methodology applied in each situation is the most prudent and fair, chosen on several factors as the nature of the asset, its maturity, the lifespan of the asset as well as the company's participation. Following this, the sum of all these results was calculated in order to determine the final value of the Absorbing S.A. A respective methodology was also followed regarding the Absorbed SA. In application of the above valuation methods, the resulting valuation ratio between the Absorbing S.A. and the Absorbed S.A. was determined at 8.75:1.
After the completion of the merger and the total increase of the share capital of the Absorbed S.A. under par. 3 of this report, the participation ratio of the merged companies on the resulting by the merger new share capital of the Absorbing S.A. will be 89.7436% (shareholders of the Absorbing Company) and 10.2564% (shareholders of the Absorbed company). Hence, from the new total share capital of the Absorbing S.A. of total amount of Euro 182,311,352.39 divided into 177,001,313 common, registered, voting, dematerialised shares, the shareholders of the Absorbing S.A. will own 158,847,328 common, registered, voting, dematerialised shares and the shareholders of the Absorbed S.A. will own 18,153,985 common, registered, voting, dematerialised shares of new nominal value of Euro 1.03 each.
5. After the application of the above methods, as true and fair exchange ratio of the shares of the Absorbed S.A. to the shares of the Absorbing S.A., is the following ratio:
I. For the Shareholders of the Absorbed S.A.
Shares of the Absorbed S.A hold against Shares of the Absorbing S.A. who are eligible for: 2.318574 to 1 or 1 to 0.43129958 i.e. the shareholders of the Absorbed S.A. will exchange 1 common, registered, voting, dematerialised share of the Absorbed S.A. of nominal value of Euro 1.25 each, with 0.43129958 common, registered, voting, dematerialised shares of the Absorbing S.A. of new nominal value of Euro 1.03.
II. For the Shareholders of the Absorbing S.A.
The shareholders of the Absorbing S.A. will retain the same number of shares as before the completion of the merger, with new nominal value of Euro 1.03 each.
6. In the case where fractional balances arise, no new shares will be issued, however these will be settled according to relevant decision of the General Assembly, as this is stated in the relevant legislation.
7. The shares of the Absorbing S.A. owned by the Absorbed S.A. shareholders will be credited to the dematerialized shares accounts within the statutory dead-lines, based on the relevant allocation registry and according to the formality that the qualified authorities will state.
8. From the next day of the preparation of the transformation balance sheet of the Absorbed S.A. i.e. September 1st, 2007 and by the date of the completion of the merger, the corporate actions and transactions of the Absorbed S.A. it is assumed that for accounting purposes are effected for the Absorbing S.A., on the accounts of which the relevant amounts will be transferred with a batch record after the registration of the approval decision of the merger in the relevant Register of Societe Anonyme.
9. From the completion of the merger date, the shareholders of the Absorbed S.A. will have the right to participate in the earnings distribution of the Absorbing S.A. for the financial year 2007 and hence.
10. There are no shareholders with special rights of the Absorbed S.A., nor holders of other securities apart from shares.
11. There are no special advantages for the members of Board of Directors and the ordinary auditors of the Merged Companies deriving by the articles of association of the companies of by the decisions of the Shareholders General Assembly, nor such advantages provided by this merger.
The decisions of the General Assemblies of the Merged Companies, together with the final merger agreement that will take the formation of the notary document, as well as the approval decision of the registered authority regarding the merger, will meet the publication requirements of article 7b of c.l. 2190/1920 by each of the Merged Company.
The participating companies, as represented by law, agreed upon the rules of the Draft Merger Agreement that are under the approval, according to the law in force, of licences, approvals, and abidance of other formalities.
The Draft Merger Agreement of ''ELLINIKI TECHNODOMIKI TEB S.A.'' by absorption of ''PANTECHNIKI S.A.'' was prepared on credit of the above and is signed legitimately by the representatives of the merged companies.
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PANTECHNIKI S.A. : Announcement.
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The Company ''PANTECHNIKI S.A.'' (hereinafter ''The Company''), the shares whereof are listed and traded in the securities market of the Athens Exchange, refers to the under development process of the merger by absorption by ''ELLINIKI TECHNODOMIKI TEB S.A.'' and announces that, under the provisions of article 289 par. 5 of the ATHEX regulation as well as article 2 par. 4 of L. 2166/1993, the assigned acknowledged company of charted auditors accountants KPMG Kiriakou Charted Auditors S.A. submitted to the company's Board of Directors the fairness opinion report regarding the true and fair valuation and share exchange ratio of the merged companies. It is verified from the content of the report, the previously announced by the Company's Board of Directors valuation ratio of 8.75/1 and share exchange ratio of 0.43129958/1 between ''ELLINIKI TECHNODOMIKI TEB S.A.'' and the Company respectively. The aforementioned report is available at the company's website (www.pantechniki.gr) as well as at the Athens Exchange website (www.athex.gr) |
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GREEK ORGANISATION OF FOOTBALL PROGNOSTICS S.A. : Announcement of Draft Amendment of the Articles of Association of the Company
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| See the announcement.
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EUROLINE INVESTMENTS CO. : Ánnouncement áccording to Law 3556/07
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| EUROLINE INVESTMENTS S.A. (from now on "the Issuer"), announces in accordance to Law 3556/07, articles 9, 14 and 21, Decision 1/434/03.07.07 and Circular 33 of Hellenic Capital Market Commission, that Marfin Investment Group Holdings SA notified to the Issuer, with its letter from 6.11.2007, that its total percentage on the share capital and the total of rights of votes of the Issuer on the 16.7.2007, was decreased from 47,035% (direct and indirect) to 43,46%, which equals to 4.619.195 shares and rights of votes that it possesses directly.
This announcement constitutes regulated information according to Law 3556/07 and it is publicised according to the provisions of article 21 of Law 3556/07 and has been appeared in the web page of Issuer. (www.eurolineaeex.gr).
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INTERINVEST S.A. : Announcement of Regulated information in accordance with the provisions of Law Í.3556/07
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INTERINVEST INTERNATIONAL INVESTMENTS S.A. (hereinafter "the issuer") announces pursuant to articles 9,10 and 14 of L. 3556/2007, in combination with the decision No 1/434/3.7.2007 of the B.D. of the Capital Market Committee and the explanatory circular No 33 of the Capital Market Committee, that MARFIN GAM Mutual Fund Management Company S.A. has notified the Issuer and the Capital Market Committee by letter dated 06/11/2007 that on the 20th July 2007 (date of merger of MARFIN Mutual Fund Management Company S.A., MARFIN GAM Investment Services S.A., Laiki Mutual Fund Management Company S.A. and Egnatia Mutual Fund Management Company S.A by absorption of the second, third and fourth by the first), the percentage of the share capital and voting rights of the Issuer held by MARFIN GAM Mutual Fund Management Company S.A. amounts to 5,79%, equal to 646.096 voting rights. MARFIN GAM Mutual Fund Management Company S.A. directly holds 4.41% of the issuer's share capital, equal to 492.026 common voting nominal shares and indirectly, through the mutual fund "Marfin Olympia Domestic Equity Fund", holds 1.38% of the issuer's share capital, equal to 154.000 shares.
The present announcement has been published pursuant to article 21 of Law 3556/2007 and is available on the issuer's website (www.interinvest.gr). |
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BLUE STAR MARITIME S.A. : Announcement
of significant change to the voting rights
according to law 3556/2007
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| Blue Star Maritime S.A. announces in accordance to L.3556/2007 and following respective information received from Marfin Investment Group Holdings S.A. (MIG) that, on 3rd October 2007, following the acquisition of the majority of the voting rights of Attica Holdings S.A. from MIG, the indirect total percentage of participation of MIG in voting rights of Blue Star Maritime S.A. has increased to 48.795%, corresponding to 51.235.000 shares which are held by Attica Holdings S.A. |
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HELLENIC DUTY FREE SHOPS S.A. : Purchase of ELMEC shares
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| The Company HELLENIC DUTY FREE SHOPS S.A. in accordance with the provisions of the article 24 par. 2 of the Law 3461/2006, announces that on 07.11.2007 purchased 57,200 shares of ELMEC SPORT SA, or 0.1032% of the share capital and voting rights of ELMEC. Ôhe price ranged between euros 3.94 and euros 3.96 per share. As a result the total participation in the share capital and voting rights of ELMEC reached 56.935%.
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MARFIN INVESTMENT GROUP HOLDINGS SA : Share Buy - Back
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| In accordance with article 4, par. 4 of Regulation 2273/2003 of the Committee of European Union, "MARFIN INVESTMENT GROUP HOLDINGS S.A." announces that following the resolution of the Extraordinary Annual General Meeting of the Shareholders dated July 25, 2007 and the Board of Directors' resolution dated July 31, 2007, and in accordance with article 16 par. 5 of L.2190/1920, during the trading session of 07/11/2007, MIG acquired 460,000 own shares through "INVESTMENT BANK OF GREECE S.A." at the average price of Euro 6.464 per share and the total value of the transaction amounted to Euro 2,973,578.00. |
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BABIS VOVOS INTERNATIONAL TECHNICAL S.A. : Clarifications to Press Releases
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In response to press releases regarding the amendment which was submitted to parliament, and refers to the taxation of reserves that were formed according to the articles 2 and 3 of Law 3220/2004, the management of BVIC S.A. announces :
The press releases refer to companies, including certain listed companies that have created tax-exempt investment reserves according to articles 2 and 3 of L.3220/2004. The aforementioned press releases state that BVIC S.A. has formed tax-exempt reserves of Eur 18.7m that will be taxed.
It should be clarified that BVIC S.A. has formed a tax-exempt reserve amounting to approximately Eur 18.5m, according to article 6 of L.3220/2004 that relate to surpluses that arise from sale and leaseback agreements. Therefore, it should not be included in the reserves that will be taxed, since article 6 of L.3220/2004 is still valid and supplements the Code of Revenue Taxation (L.2238/1994).
Moreover, BVIC S.A. has created a tax-exempt investment reserve according to article 2 of Law 3220/2004 amounting to Eur 270,000. This reserve is also tax exempt, according to the above amendment, since the tax that would arise from the taxation of this reserve is less than Eur 100,000.
Therefore, there is no tax liability regarding the reserves of BVIC S.A. arising from the aforementioned amendment to the law. |
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HELLENIC PETROLEUM S.A. : Announcement of 9 months 2007 results
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| Announcement of 9 months 2007 results |
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GEK GROUP OF COMPANIES S.A. : Announcement
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| GEK S.A. informs the investors that, in compliance with article 4 par. 4 of the Regulation no. 2273/2003 of the Commission of the European Communities and according to article 16 par. 5 of the Codified Law 2190/1920, as amended and currently in force, as well as by virtue of the Decision of the Regular General Assembly of its Shareholders dated 27.06.2007 and the Decision of the Board of Directors dated 28.06.2007, proceeded on November 7, 2007 through the member of the A.S.E. NATIONAL SECURITIES S.A., with the purchase of 9.170 GEK's shares as at an average price of 12,6891 euros per share and at with a total transaction value of 116.359,88 euros.
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