Thessaloniki, April 18th, 2016
Under the provisions of L. 3340/10-05-2005, Board’s Decision 3/347/12-07-2005 of Hellenic Capital Market Commission and Regulation of Athens Stock Exchange Market, and in continuation of 29/10/2015 and 04/03/2016 relevant announcements, “ELGEKA S.A.” informs the investing public and its shareholders the following:
1) The Extraordinary General Meetings of the shareholders of our subsidiaries “ARISTA COMMERCIAL AND INDUSTRIAL S.A.” under the distinctive name “ARISTA S.A.” (with a percentage of 100%) and “VIOTROS FOOD INDUSTRY – MANUFACTURING AND MILK PROCESSING – WAREHOUSING – INDUSTRIAL AND COMMERCIAL S.A.” under the distinctive name “VIOTROS S.A.” (with a percentage of 90%), approved on 15/04/2016: a) the Merger of the two companies through absorption of the latter by the former with a transformation balance sheet date on 31/10/2015, under the provisions of articles 68-77a of C.L. 2910/1920 in combination with the provisions of articles 1-5 of L.2166/1993 (hereinafter the “Merger”), and b) the since 03/03/2016 Draft Merger Agreement, after having heard the report on the transformation balance sheet, drawn up by the auditors – accountants company “Associated Certified Public Accountants Auditors S.A.”, as well as the explanatory reports of the Boards of Directors of the two merging companies, which were prepared in accordance with article 69 par. 4 of C.L. 2910/1920.
2) On Monday, 18/04/2016, signed by the authorized, by the above General Meeting, representatives of the merging companies, in the presence of notary, the relevant merger agreement drawn up under the approved plan.
3) Specifically, the Extraordinary General Meeting of the acquiring company “ARISTA COMMERCIAL AND INDUSTRIAL S.A.” under the distinctive name “ARISTA S.A.” decided to increase its share capital by the amount of the contributed share capital of the absorbed company, with the issuance and distribution of new shares and the consequent amendment of the relevant article 5 of its Articles of Association.
As mentioned in the published Draft Merger Agreement, upon completion of the merger, the share capital of the acquiring company will increase by the amount of the contributed share capital of the absorbed company, amounting to one million nine hundred and six thousand five hundred euro (1.906.500,00 €) and, after that, the total share capital of the acquiring company will amount to thirteen million seven hundred forty-four thousand five hundred euro (13.744.500,00 €), divided into thirteen million seven hundred forty-four thousand five hundred (13.744.500) new, following the replacement of old, ordinary registered shares, with a new nominal value of one euro (€ 1,00) each.
4) Finally, except of the amendments required to be made where appropriate in the Articles of Association of the acquiring company for the completion of the merger, the Extraordinary General Meeting of the acquiring approved the amendment of article 1 of its Articles of Association that is related to the change of its name and distinctive title, and specifically its renaming from “ARISTA COMMERCIAL AND INDUSTRIAL S.A.” under the distinctive name “ARISTA S.A.” in “ARIVIA INDUSTRIAL AND COMMERCIAL S.A.” under the distinctive name “ARIVIA S.A.”.
Following the above, our two subsidiaries will proceed to all further legal actions necessary for the immediate completion of their merger.