FOLLI FOLLIE S.A.
Mandatory public offer of Hellenic Duty Free Shops S.A. to the sharegolders of Elemc Sport S.A. in respect of the acquisition of the entirety of their common registered shares with voting rights at the price of euro 4.00 per share in cash
HELLENIC DUTY FREE SHOPS S.A. announces that on November 15th 2007, the Hellenic Capital Market Commission (HCMC) approved the Prospectus of the Mandatory Public Offer (the Public Offer), pursuant to the article 11 par. 4 of the Law 3461/2006, that HELLENIC DUTY FREE SHOPS S.A. (the Offeror) submitted on October 22nd 2007, to the shareholders of ELMEC SPORT S.A. (the Company), and on the same date had informed the HCMC and the Board of Directors of the Company with an announcement on the same date on the web site of the Athens Stock Exchange and the Daily Official List of the ASE (which was published on October 22nd 2007) as well as on the web site of the Offeror.
This announcement does not constitute a summary of the terms of the Public Offer and the shareholders of the Company (the Shareholders) should refer to the approved and published Prospectus before accept the Public Offer.
1. AVAILABILITY OF THE PROSPECTUS
As of November 20th 2007 and throughout the Period of Acceptance of the Public Offer (as defined below), the Prospectus, as it has been approved by the HCMC, and the acceptance statements of the Public Offer, will be available during business hours through the branches of Alpha Bank (the Advisor). In addition, as of November 20th 2007 and throughout the Period of Acceptance of the Public Offer, the Shareholders will be able to receive copies of the Prospectus through the headquarters and the branches of the Offeror. Finally, the Shareholders will be able to receive copies of the Prospectus through the web sites of the Offeror and Alpha Bank.
2. SECURITIES SUBJECT TO THE PUBLIC OFFER
The total of the common registered shares with voting rights issued by the Company, of a nominal value of ?0.60 each, which are listed and are trading at the Securities Market of the Athens Stock Exchange, in the Big Capitalization Sector (the Shares), which the Offeror does not hold directly or indirectly at the date of submission of the Public Offer. It is mentioned that the Offeror intents to acquire additional securities of the Company through the stock exchange and/or over the counter until the end of the period of acceptance, at a price not exceeding the Offered Price of the Public Offer, i.e. the amount of euro 4.00 per Share. All acquisitions of Shares will be stated and published pursuant to article 24 par. 2 of the Law.
3. PERIOD OF ACCEPTANCE
The Acceptance Period will last from November 20th 2007 till December 18th 2007 at the close of business day of the Advisor.
4. MAXIMUM NUMBER OF SECURITIES THAT THE OFFEROR IS BOUND TO ACQUIRE
The Offeror commits itself to acquire all offered shares it does not hold directly or indirectly at the date of publication of the Public Offer, i.e. up to 25,074,922 Shares representing the 45.26% of the entire share capital of the Company.
5. OFFERED PRICE
The Offeror offers to pay in cash the amount of ?4.00 for each Share with regard to which the Public Offer is validly acceptable. The Offered Price to be received by the accepting shareholders will be reduced by the amount of the rights on behalf of the Hellenic Exchanges S.A., as provided by the Clearance Regulation, currently amounting to 0.08% on the value of the transaction, as same are specifically described in the Prospectus, which is estimated as the product of the number of the Shares transferred multiplied with the highest of the following prices: the Offered Price and the closing price of the Share at the stock exchange at the day prior to the submission of the documents required, to Hellenic Exchanges S.A.
6. ACCEPTANCE PROCEDURE OF THE PUBLIC OFFER
The procedure of acceptance is explicitly mentioned on par. 2.17 of the Prospectus.
7. COMPLETION OF THE PUBLIC OFFER
The result of the Public Offer will be published within two (2) business days from the end of the Acceptance Period, in accordance to the article 23 of the Law 3461/2006.
The transfer of the Offered Shares to the Offeror and the payment of the Offered Price to the Accepting Shareholders will be conducted within six (6) business days following the expiration of the Acceptance Period, namely until December 28th 2007. The Offeror will not pursue the delisting of the Shares of the Company from the Athens Stock Exchange by the end of the Public Offer.
This Mandatory Public Offer is addressed to the Shareholders of the Company and only concerns persons who are entitled to accept the same in accordance with the law. The Submission of the Public Offer to persons outside Greece, or to representatives, custodians, asset managers or trustees of the Shares outside Greece is regarded that it takes place only if it is pursuant to the effective legislation of those countries. Persons who are citizens or residents to any other country except Greece, as well as their representatives, custodians, asset managers or trustees, must read par. 2.22 of the Prospectus.
This announcement does not constitute a summary of the terms of the Public Offer and the shareholders of the Company (the Shareholders) should refer to the approved and published Prospectus before accept the Public Offer.
1. AVAILABILITY OF THE PROSPECTUS
As of November 20th 2007 and throughout the Period of Acceptance of the Public Offer (as defined below), the Prospectus, as it has been approved by the HCMC, and the acceptance statements of the Public Offer, will be available during business hours through the branches of Alpha Bank (the Advisor). In addition, as of November 20th 2007 and throughout the Period of Acceptance of the Public Offer, the Shareholders will be able to receive copies of the Prospectus through the headquarters and the branches of the Offeror. Finally, the Shareholders will be able to receive copies of the Prospectus through the web sites of the Offeror and Alpha Bank.
2. SECURITIES SUBJECT TO THE PUBLIC OFFER
The total of the common registered shares with voting rights issued by the Company, of a nominal value of ?0.60 each, which are listed and are trading at the Securities Market of the Athens Stock Exchange, in the Big Capitalization Sector (the Shares), which the Offeror does not hold directly or indirectly at the date of submission of the Public Offer. It is mentioned that the Offeror intents to acquire additional securities of the Company through the stock exchange and/or over the counter until the end of the period of acceptance, at a price not exceeding the Offered Price of the Public Offer, i.e. the amount of euro 4.00 per Share. All acquisitions of Shares will be stated and published pursuant to article 24 par. 2 of the Law.
3. PERIOD OF ACCEPTANCE
The Acceptance Period will last from November 20th 2007 till December 18th 2007 at the close of business day of the Advisor.
4. MAXIMUM NUMBER OF SECURITIES THAT THE OFFEROR IS BOUND TO ACQUIRE
The Offeror commits itself to acquire all offered shares it does not hold directly or indirectly at the date of publication of the Public Offer, i.e. up to 25,074,922 Shares representing the 45.26% of the entire share capital of the Company.
5. OFFERED PRICE
The Offeror offers to pay in cash the amount of ?4.00 for each Share with regard to which the Public Offer is validly acceptable. The Offered Price to be received by the accepting shareholders will be reduced by the amount of the rights on behalf of the Hellenic Exchanges S.A., as provided by the Clearance Regulation, currently amounting to 0.08% on the value of the transaction, as same are specifically described in the Prospectus, which is estimated as the product of the number of the Shares transferred multiplied with the highest of the following prices: the Offered Price and the closing price of the Share at the stock exchange at the day prior to the submission of the documents required, to Hellenic Exchanges S.A.
6. ACCEPTANCE PROCEDURE OF THE PUBLIC OFFER
The procedure of acceptance is explicitly mentioned on par. 2.17 of the Prospectus.
7. COMPLETION OF THE PUBLIC OFFER
The result of the Public Offer will be published within two (2) business days from the end of the Acceptance Period, in accordance to the article 23 of the Law 3461/2006.
The transfer of the Offered Shares to the Offeror and the payment of the Offered Price to the Accepting Shareholders will be conducted within six (6) business days following the expiration of the Acceptance Period, namely until December 28th 2007. The Offeror will not pursue the delisting of the Shares of the Company from the Athens Stock Exchange by the end of the Public Offer.
This Mandatory Public Offer is addressed to the Shareholders of the Company and only concerns persons who are entitled to accept the same in accordance with the law. The Submission of the Public Offer to persons outside Greece, or to representatives, custodians, asset managers or trustees of the Shares outside Greece is regarded that it takes place only if it is pursuant to the effective legislation of those countries. Persons who are citizens or residents to any other country except Greece, as well as their representatives, custodians, asset managers or trustees, must read par. 2.22 of the Prospectus.