ELLAKTOR S.A.
Press Release
New dynamics prevail for the Group ELLLINIKI TECHNODOMIKI - AKTOR from the merger by absorption of PANTECHNIKI.
The new entity created includes, at 100% participation, the largest corporation activating in European-size concession projects in Greece. Alongside, the construction arm of the group, which is already a role model for the Greek market, is strengthened with strong presence in the large international market.
Today The Shareholders General Meeting of ELTEB, approved among others issues the following:
1) The Merger Agreement Plan, of the Merger of ELLINIKI TECHNODOMIKI by absorption of PANTECHNIKI. After the merger, the construction company PANTECHNIKI, that will be 100% subsidiary company of ELTEB, will have its own construction license and is estimated that at this moment, it will boost the construction arm of the Group and provide the ability to solicit new big projects.
2) The share capital increase by the total amount of 53,645,016.71 Euro, by issuing and distributing 18,153,985 new common registered voting dematerialized shares of a new par value of 1.03 Euro, i.e., on the one side due to the absorption of the contributed capital of PANTECHNIKI by the amount of 52,614,195.00 Euro, and on the other side due to the capitalization (in order to maintain the determined share exchange ratio) part of the share premium account of ELTEB by the amount of 1,030,821.71 Euro, hence the share capital of ELTEB amounts to 182,311,352.39 Euro, divided to 177,001,313 common, registered, voting, dematerialized shares, of a new par value of 1.03 Euro.
3) Listing of the new shares for the shareholders of the absorbed company according to the announced share exchange ratio (for every 2.318574 shares of PANTECHNIKI, 1 share of ELTEB of a new par value of 1.03 Euro).
4) The Spin off of the holding sector, as this has been enhanced by the aforementioned merger from ELTEB and its contribution to the 100% subsidiary of ELTEB, ASTIKES ANAPTYXEIS S.A., which will be renamed to AKTOR Concessions. This company accumulates the Group?s know how in the concession sector as well as in the operation of infrastructure projects. It also holds significant participating interest in the largest projects already realized or projects that are due for construction in Greece. More specifically, the participating interest in these large scale projects, via its affiliates, is as follows: MOREAS 86.67%, Attiki Odos Highway 59.2%, Attika Diodia 59.2%, Thermaiki Odos 50%, Gefyra 20.7%, Aegean Highway 20%, Apion Kleos 18%. At the same time, the Company seeks on solid grounds the Astika Erga Attikis, where it already holds a 47.5% stake.
5) own shares purchase program up to the limit of 10% of the paid in share capital of ELTEB each time, in accordance with the provisions of article 16, paragraph 1 and subsequent, of C.L. 2190/1920, of a duration up to 2 years, at a minimum price of euro 5.00 and a maximum price of euro 15.00.
The new entity created includes, at 100% participation, the largest corporation activating in European-size concession projects in Greece. Alongside, the construction arm of the group, which is already a role model for the Greek market, is strengthened with strong presence in the large international market.
Today The Shareholders General Meeting of ELTEB, approved among others issues the following:
1) The Merger Agreement Plan, of the Merger of ELLINIKI TECHNODOMIKI by absorption of PANTECHNIKI. After the merger, the construction company PANTECHNIKI, that will be 100% subsidiary company of ELTEB, will have its own construction license and is estimated that at this moment, it will boost the construction arm of the Group and provide the ability to solicit new big projects.
2) The share capital increase by the total amount of 53,645,016.71 Euro, by issuing and distributing 18,153,985 new common registered voting dematerialized shares of a new par value of 1.03 Euro, i.e., on the one side due to the absorption of the contributed capital of PANTECHNIKI by the amount of 52,614,195.00 Euro, and on the other side due to the capitalization (in order to maintain the determined share exchange ratio) part of the share premium account of ELTEB by the amount of 1,030,821.71 Euro, hence the share capital of ELTEB amounts to 182,311,352.39 Euro, divided to 177,001,313 common, registered, voting, dematerialized shares, of a new par value of 1.03 Euro.
3) Listing of the new shares for the shareholders of the absorbed company according to the announced share exchange ratio (for every 2.318574 shares of PANTECHNIKI, 1 share of ELTEB of a new par value of 1.03 Euro).
4) The Spin off of the holding sector, as this has been enhanced by the aforementioned merger from ELTEB and its contribution to the 100% subsidiary of ELTEB, ASTIKES ANAPTYXEIS S.A., which will be renamed to AKTOR Concessions. This company accumulates the Group?s know how in the concession sector as well as in the operation of infrastructure projects. It also holds significant participating interest in the largest projects already realized or projects that are due for construction in Greece. More specifically, the participating interest in these large scale projects, via its affiliates, is as follows: MOREAS 86.67%, Attiki Odos Highway 59.2%, Attika Diodia 59.2%, Thermaiki Odos 50%, Gefyra 20.7%, Aegean Highway 20%, Apion Kleos 18%. At the same time, the Company seeks on solid grounds the Astika Erga Attikis, where it already holds a 47.5% stake.
5) own shares purchase program up to the limit of 10% of the paid in share capital of ELTEB each time, in accordance with the provisions of article 16, paragraph 1 and subsequent, of C.L. 2190/1920, of a duration up to 2 years, at a minimum price of euro 5.00 and a maximum price of euro 15.00.