Announcement of draft Merger Agreement
ANNOUNCEMENT OF THE REGISTRATION TO THE COMPANIES’ REGISTRY OF THE DRAFT MERGER AGREEMENT
The Boards of Directors of the companies «DUTY FREE SHOPS S.A.», «FOLLI FOLLIE AVEE» and «ELMEC SPORT AVETE», which are currently in a merger process with the absorption of the second and third company by the first, announce that on November 3, 2010 the Draft Merger Agreement was registered to the Companies’ Registry and an announcement of such registration was made by the Registry to the Official Government Gazette for publication.
Summary of the Draft Merger Agreement is provided below:
SUMMARY OF THE DRAFT MERGER AGREEMENT OF “DUTY FREE SHOPS”, “FOLLI FOLLIE AVEE.”, AND “ELMEC SPORT AVETE.”
The Boards of Directors of DUTY FREE SHOPS ”, “FOLLI FOLLIE AVEE.”, AND “ELMEC SPORT AVETE.”, wish to announce that on the 22th October 2010, a Draft Merger Agreement has been signed between DUTY FREE SHOPS ” (hereinafter the “Absorbing Company”),, “FOLLI FOLLIE AVEE.” (hereinafter the“First Absorbed Company”), AND “ELMEC SPORT AVETE.” (hereinafter the“Second Absorbed Company”), through the absorption of the First Absorbed Company and the Second Absorbed Company by the Absorbing Company. The above Draft Merger Agreement was published according to the provisions of article 69 par. 3 of c.l. 2190/1920. More specifically, the Draft Merger Agreement was registered to the Companies’ Registry of each one of the above companies and the relevant announcements are being published as follows :
-the announcement under protocol number K2-9894/3-11-2010 of the Ministry of Economy Competition and Shipping regarding the registration of the details of the Absorbing Company, was filed for publication in Government Gazette (Publication Number 194350)
-the announcement under protocol number K2-9893/3-11-2010 of the Ministry of Economy Competition and Shipping regarding the registration of the details of the First Absorbed Company, was filed for publication in Government Gazette (Publication Number 194348),
-the announcement under protocol number K2-9892/3-11-2010 of the Ministry of Economy Competition and Shipping regarding the registration of the details of the Second Absorbed Company, was filed for publication in Government Gazette (Publication Number 194349),
The Draft Merger Agreement provides in summary the following :
1. The Merger of Absorbing Company with the First Absorbed Company and the Second Absorbed Company (hereinafter the “Merging Companies”), is taking place according to articles 68 – 77a of the Law 2190/1920, the articles 1 – 5 of the Law 2166/1993, and the Capital Markets and Commercial legislation as in force.
2. Pursuant to the above provisions, both the Absorbed Companies have prepared a Transformation Balance Sheet, dated as of June 30, 2010. The merger will conclude through the consolidation of the assets and liabilities of the Merging Companies. More specifically, all the assets and liabilities of the Absorbed Companies are transferred as balance sheet items to the Absorbing Company. Finally, the Absorbed Companies will be dissolved, without being liquidated, while all their assets and liabilities are transferred to the Absorbing Company. The latter will now be the successor of all rights, claims, and liabilities of the Absorbed Companies.
3. The Merging Companies undertake the responsibility of compliance, as the law requires, to any specific formalities concerning the Absorbed Companies’ asset transferred to the Absorbing Company.
4. According to the above provisions, as a result of the merger, the share capital of the Absorbing Company will increase. More specifically, the share capital of the Absorbing Company, currently at Euro 15,802,500.00 will decrease by Euros 38,889.30 (due to cancellation of 129,631 own shares, of total nominal value 38,889.30 Euros) and will be increased by Euros 39,706.80 through the capitalization of the reserves by issuing shares above par value. As a result of the said decrease of Euros 38,889.30 and at the same time increase of Euros 39,706.80, the share capital of the Absorbing Company will be Euros 15,803,317.50 and due to the merger will be further decreased by Euros 8,973,277.20 and will come to Euros 6,830,040.30 (such decrease will take place due to the cancellation of the shares of the Absorbing Company that are owned by the First Absorbed Company). In parallel, the above share capital will then be increased by Euros 9,884,062.50 which is the share capital of the First Absorbed Company that is being contributed to the merger plus the share capital of the Second Absorbed Company that is being contributed to the merger i.e. by Euros 1,462,360.20 (the share capital of the Second Absorbed Company arises to 1,462,360.20 following the cancellation of the participation of the Absorbing Company to the share capital of the Second Absorbed Company of Euro 31,777,639.80)
Following all the above, the share capital of the Absorbing Company will finally arise to Euros 18,176,463.00 (15,803,317.50-8,973,277.20+9,884,062.50+1,462,360.20) divided into 60,588,210 new, dematerialized shares with a par value of 0,30 each, which will be distributed as follows :
-the shareholders of the First Absorbed Company will receive approximately 50,591,155 new shares of the Absorbing Company and will participate in the share capital with 83,50%;
-the shareholders of the Second Absorbed Company that currently own a percentage of 4,40% in the share capital of the Second Absorbed Company, will receive approximately 151.471 new shares of the Absorbing Company and will participate in the share capital with 0.25%;
the shareholders of the Absorbing Company that currently own a percentage of 42,97% in the share capital of the Absorbing Company, will receive approximately 9,845,584 new shares of the Absorbing Company and will participate in the share capital with 16.25%;
The Board of Directors of the Absorbing Company, the First Absorbed Company and the Second Absorbed Company considered fair and reasonable the above value ratios
5. Upon the conclusion of the merger the Absorbing Company will issue the new shares, which will be exchanged with the shares owned by the shareholders of the First Absorbed Company, the Second Absorbed Company and the Absorbing Company according to the above. The divisional rights that may arise, do not constitute a right to receive a fraction of a share which will be reconciled in order to form a whole number, in accordance with the decisions of the Board of Directors of the Absorbing Company, which will be authorised by the General Meeting to settle such matters.
6. As of the next day of the preparation of the Transformation Balance Sheet, thus as of July 1, 2010, and up to the date of the conclusion of the current merger procedure, the deeds and transactions of the Absorbed Companies are considered, from an accounting perspective, actions of the Absorbing Company. The relevant amounts shall be transferred in full as a total entry to its books, after the registration of the merger in the Register of Societés Anonymes.
7. As of the day of the conclusion of the merger, the shareholders of the First Absorbed Company and the Second Absorbed Company will be entitled to participate in the profits of the Absorbing Company.
8. The Merging Companies have not issued shares or other securities with preferred or
exclusive rights for their holders. The Articles of Incorporation, the resolutions of the
Shareholders Meetings, and the current merging process do not provide any kind of
benefits to the Members of the Board and to the Auditors of the Merging Companies.
9. The resolutions of the General Meetings of the shareholders of the merged companies, the final merger agreement to be signed before a Notary Public and the decision of the competent authority approving the merger, will be published according to article 7b of codified law 2190/1920.
10. The terms of the Draft Merger Agreement are subject to the receipt of the relevant
permits and approvals, as well as the compliance with other formalities.
The present announcement is published according to article 70 (paragraph 1) of Law
2190/1920.
The Boards of Directors of the companies «DUTY FREE SHOPS S.A.», «FOLLI FOLLIE AVEE» and «ELMEC SPORT AVETE», which are currently in a merger process with the absorption of the second and third company by the first, announce that on November 3, 2010 the Draft Merger Agreement was registered to the Companies’ Registry and an announcement of such registration was made by the Registry to the Official Government Gazette for publication.
Summary of the Draft Merger Agreement is provided below:
SUMMARY OF THE DRAFT MERGER AGREEMENT OF “DUTY FREE SHOPS”, “FOLLI FOLLIE AVEE.”, AND “ELMEC SPORT AVETE.”
The Boards of Directors of DUTY FREE SHOPS ”, “FOLLI FOLLIE AVEE.”, AND “ELMEC SPORT AVETE.”, wish to announce that on the 22th October 2010, a Draft Merger Agreement has been signed between DUTY FREE SHOPS ” (hereinafter the “Absorbing Company”),, “FOLLI FOLLIE AVEE.” (hereinafter the“First Absorbed Company”), AND “ELMEC SPORT AVETE.” (hereinafter the“Second Absorbed Company”), through the absorption of the First Absorbed Company and the Second Absorbed Company by the Absorbing Company. The above Draft Merger Agreement was published according to the provisions of article 69 par. 3 of c.l. 2190/1920. More specifically, the Draft Merger Agreement was registered to the Companies’ Registry of each one of the above companies and the relevant announcements are being published as follows :
-the announcement under protocol number K2-9894/3-11-2010 of the Ministry of Economy Competition and Shipping regarding the registration of the details of the Absorbing Company, was filed for publication in Government Gazette (Publication Number 194350)
-the announcement under protocol number K2-9893/3-11-2010 of the Ministry of Economy Competition and Shipping regarding the registration of the details of the First Absorbed Company, was filed for publication in Government Gazette (Publication Number 194348),
-the announcement under protocol number K2-9892/3-11-2010 of the Ministry of Economy Competition and Shipping regarding the registration of the details of the Second Absorbed Company, was filed for publication in Government Gazette (Publication Number 194349),
The Draft Merger Agreement provides in summary the following :
1. The Merger of Absorbing Company with the First Absorbed Company and the Second Absorbed Company (hereinafter the “Merging Companies”), is taking place according to articles 68 – 77a of the Law 2190/1920, the articles 1 – 5 of the Law 2166/1993, and the Capital Markets and Commercial legislation as in force.
2. Pursuant to the above provisions, both the Absorbed Companies have prepared a Transformation Balance Sheet, dated as of June 30, 2010. The merger will conclude through the consolidation of the assets and liabilities of the Merging Companies. More specifically, all the assets and liabilities of the Absorbed Companies are transferred as balance sheet items to the Absorbing Company. Finally, the Absorbed Companies will be dissolved, without being liquidated, while all their assets and liabilities are transferred to the Absorbing Company. The latter will now be the successor of all rights, claims, and liabilities of the Absorbed Companies.
3. The Merging Companies undertake the responsibility of compliance, as the law requires, to any specific formalities concerning the Absorbed Companies’ asset transferred to the Absorbing Company.
4. According to the above provisions, as a result of the merger, the share capital of the Absorbing Company will increase. More specifically, the share capital of the Absorbing Company, currently at Euro 15,802,500.00 will decrease by Euros 38,889.30 (due to cancellation of 129,631 own shares, of total nominal value 38,889.30 Euros) and will be increased by Euros 39,706.80 through the capitalization of the reserves by issuing shares above par value. As a result of the said decrease of Euros 38,889.30 and at the same time increase of Euros 39,706.80, the share capital of the Absorbing Company will be Euros 15,803,317.50 and due to the merger will be further decreased by Euros 8,973,277.20 and will come to Euros 6,830,040.30 (such decrease will take place due to the cancellation of the shares of the Absorbing Company that are owned by the First Absorbed Company). In parallel, the above share capital will then be increased by Euros 9,884,062.50 which is the share capital of the First Absorbed Company that is being contributed to the merger plus the share capital of the Second Absorbed Company that is being contributed to the merger i.e. by Euros 1,462,360.20 (the share capital of the Second Absorbed Company arises to 1,462,360.20 following the cancellation of the participation of the Absorbing Company to the share capital of the Second Absorbed Company of Euro 31,777,639.80)
Following all the above, the share capital of the Absorbing Company will finally arise to Euros 18,176,463.00 (15,803,317.50-8,973,277.20+9,884,062.50+1,462,360.20) divided into 60,588,210 new, dematerialized shares with a par value of 0,30 each, which will be distributed as follows :
-the shareholders of the First Absorbed Company will receive approximately 50,591,155 new shares of the Absorbing Company and will participate in the share capital with 83,50%;
-the shareholders of the Second Absorbed Company that currently own a percentage of 4,40% in the share capital of the Second Absorbed Company, will receive approximately 151.471 new shares of the Absorbing Company and will participate in the share capital with 0.25%;
the shareholders of the Absorbing Company that currently own a percentage of 42,97% in the share capital of the Absorbing Company, will receive approximately 9,845,584 new shares of the Absorbing Company and will participate in the share capital with 16.25%;
The Board of Directors of the Absorbing Company, the First Absorbed Company and the Second Absorbed Company considered fair and reasonable the above value ratios
5. Upon the conclusion of the merger the Absorbing Company will issue the new shares, which will be exchanged with the shares owned by the shareholders of the First Absorbed Company, the Second Absorbed Company and the Absorbing Company according to the above. The divisional rights that may arise, do not constitute a right to receive a fraction of a share which will be reconciled in order to form a whole number, in accordance with the decisions of the Board of Directors of the Absorbing Company, which will be authorised by the General Meeting to settle such matters.
6. As of the next day of the preparation of the Transformation Balance Sheet, thus as of July 1, 2010, and up to the date of the conclusion of the current merger procedure, the deeds and transactions of the Absorbed Companies are considered, from an accounting perspective, actions of the Absorbing Company. The relevant amounts shall be transferred in full as a total entry to its books, after the registration of the merger in the Register of Societés Anonymes.
7. As of the day of the conclusion of the merger, the shareholders of the First Absorbed Company and the Second Absorbed Company will be entitled to participate in the profits of the Absorbing Company.
8. The Merging Companies have not issued shares or other securities with preferred or
exclusive rights for their holders. The Articles of Incorporation, the resolutions of the
Shareholders Meetings, and the current merging process do not provide any kind of
benefits to the Members of the Board and to the Auditors of the Merging Companies.
9. The resolutions of the General Meetings of the shareholders of the merged companies, the final merger agreement to be signed before a Notary Public and the decision of the competent authority approving the merger, will be published according to article 7b of codified law 2190/1920.
10. The terms of the Draft Merger Agreement are subject to the receipt of the relevant
permits and approvals, as well as the compliance with other formalities.
The present announcement is published according to article 70 (paragraph 1) of Law
2190/1920.