Notification of the publication of summary of the Merger Agreement Draft between INTRAKAT and PRISMA DOMI A.T.E.
Peania 5-11-2014
Subject: Notification of the publication of summary of the Merger Agreement Draft between INTRAKAT and PRISMA DOMI A.T.E.
Public Limited Company “INTRACOM CONSTRUCTIONS SOCIETE ANONYME TECHNICAL & STEEL CONSTRUCTION” (“INTRAKAT”), General Ledger nr. 000408501000, formerly 16205 MAE/06/B/87/37, (hereunder referred to as “absorbing” and/ or “acquiring company”) following its announcement of 29.08.2014, hereby informs all investors that (on 10.10.2014) the company’s Board approved the Merger Agreement Draft for the absorption of PRISMA DOMI S.A. (a 100% subsidiary of INTRAKAT), General ledger nr. 004011001000, formerly 32288 MAE/04/B/94/195, (hereunder referred to as “absorbed company”), in accordance with the provisions of article 78 of L 2190/1920 and of articles 1-5 of L 2166/1993. The above Merger Agreement Draft has also been approved by the Board of Directors of the absorbed company and has been signed by authorized representatives of both companies.
Said Merger Agreement Draft has been filed entered in the Register of each company as follows: (a) As regards to INTRAKAT, it has been registered with the Chamber of Commerce and Industry of Athens (Dept. of Informational Systems, Registry and Services Sector), as it is proven by the announcement of the Ministry of Development and Competitiveness (Dept of SAs and Credit), registration nr. K2-4928/ 30-10-2014, and b) as regards to PRISMA DOMI A.T.E. it has been registered with the Chamber of Commerce and Industry of Athens (Dept. of Informational Systems, Registry and Services Sector), as evidenced by the announcement of its Minister, registration nr. 132828/31-10-2014.
Summaries of both registrations have been filed to be published with the Government Gazette, SA and plc Issue (code of publication for INTRAKAT E 151076/ 31-10-2014 and code of publication for PRISMA DOMH ATE E 151928/ 3-11-2014 for PRISMA DOMH ATE).
A summary of the Merger Agreement Draft has been published in the financial newspaper “NAFTEMPORIKI” (Sheet No. 25624, page 37) on 5-11- 2014, as described in art 70 par. 1 L 2190/1920.
The abovementioned publication indicates the commencement of the period before the deadline as provided by Article 70 para 2 of Act 2190/1920.
Article 78 par. 2 of Act No 2190/1920 does not require a decision of the General Assemblies of the Merging Companies, notwithstanding Article 72 of Act No 2190/1920, since: a) the publication of the Draft Merger Agreement under Article 69 of Act 2190/1920 will be made by each of the merging companies at least one (1) month before the completion of the Merger , and b) all the shareholders of the acquiring company have the right, at least one (1) month before the completion of the Merger, to inspect at the registered office of the Absorbed Company (19 km Paiania – Markopoulo Ave., Paiania ) all the documents as provided in Article 73 of Act No 2190 / 1920 Fri the 1st, approx. (a), (b) and (c), before the completion of the Merger
In summary, the Merger Agreement provides the following:
The merger will be done in accordance with the provisions of article 78 of L 2190/1920 as well as those of articles 1-5 of L 2166/1993, with absorption of “PRISMA DOMI A.T.E.” by “INTRAKAT”, based on the Special (Transfer) Balance Sheet of 31 August 2014.
The absorbed company will transfer all of its assets and liabilities to the acquiring company, based on the financial situation stated on the balance sheet of 31 August 2014, as these will stand by the completion of the merger. Thus the acquiring company will become the exclusive owner, possessor, user and proprietor of any assets of the absorbed one.
The share capital, the number of shares and the par value of shares of the merging companies are as follows:
- The Shares capital of “INTRAKAT” is € 31.489.780,00 divided in 23.154.250 common nominative shares of a nominal value of € 1,36 each.
- The shares Capital of “PRISMA DOMI A.T.E.” is € 6.426.375,00 divided in 1.285.275 common nominative shares of a nominal value of € 5,00 each.
The acquiring company already owns all the shares (100%) of the absorbed one, with an acquisition value of € 6.426.375,00.
The shares capital of the acquiring company will not change and the acquiring company has no obligation to issue new shares, since the right to issue new shares extinguished due to confusion, since it owns the entire (100%) of the shares of the absorbed company and the value of their acquisition is equal to the share capital of the absorbed company. The shares of the absorbed company upon completion of the merger will be canceled for lack of any more value, drawn up for this purpose special Minutes Cancellation by the Board of Directors of the acquiring company.
Starting on 01.09.2014, i.e. the day after the merger balance Sheet, and continuing up to the completion of the merger, all acts and transactions of the company to be absorbed will be regarded as made on behalf and in the name of the acquiring company; any relevant financial rights or obligations will benefit or burden the acquiring company accordingly. The relative amounts will be transferred by a total recording in the books of the acquiring company.
There are no special rights or privileged shareholders to the absorbed company, nor are there any holders of other securities or titles other than shares.
According to the Statutes as well as the resolutions of the shareholders’ general meetings of the absorbed company, neither its Board Members nor the Regular Auditors of the absorbed company are entitled to any extraordinary privileges or rights nor will they be granted such as per the merger agreement.
With the completion of the merger, the acquiring company will automatically substitute the absorbed one (as provided by Law and without any other formality) in all its rights, obligations and legal relations as well as in any and all ongoing litigation procedures (such substitution being by Law equivalent to a total and absolute succession).
THE BOARDS OF DIRECTORS
OF THE COMPANIES
