PANTECHNIKI S.A. (henceforth PANTECHNIKI), the shares whereof are listed and traded in the securities market of the Athens Exchange, refers to its announcement of 12 February 2007, as herereinafter expounded, the main points whereof were as follows:
With a view to negotiating its way through the competitive environment in which it is active and creating business value for its shareholders, PANTECHNIKI has set in motion its absorption from ELLINIKI TECHNODOMIKI TECHNICAL, INVESTMENT, INDUSTRIAL COMPANY S.A. (hereinafter ELTEB), due to the break-up of PANTECHNIKI, of part of the construction activities, together with business holdings, of PANTECHNIKI, in addition to assets and liabilities relating thereto, each such asset and liability to be selected by ELTEB, under and in accordance with the provisions of arts. 81(2) and 82-86 of consolidated law 2190/1920 in conjunction with arts. 1-5 of law 2166/1993, as in force, it being understood the remaining activities (other than those to be absorbed by ELTEB), together with the assets and liabilities relating thereto, of PANTECHNIKI, namely the maximum part of its construction activities (including the contractors licence, it being of the 7th class) together with the rights on the trade name PANTECHNIKI, which are estimated at about 12%-13% of PANTECHNIKI total assets and liabilities, shall be absorbed by the non-listed company ΜΕΤΟΗΙ S.A -PROJECT MANAGEMENT ADVISORS (henceforth METOHI), which is beneficially held by PANTECHNIKIs principal shareholders. With a view to safeguarding the position of the PANTECHNIKI shareholders, all its shareholders (other than the principal shareholders in regard, though, to their percentage in the PANTECHNIKI assets and liabilities to be transferred to METOHI) shall exchange their shares in PANTECHNIKI with listed only shares of ELTEB, according to the share exchange ratio set out hereinbelow, while the existing ELTEB shareholders shall continue to hold the same number of ELTEB shares. Finally, subject to confirmation by certified auditors of recognized standing and experience as to the fairness and reasonableness, PANTECHNIKI will propose to its Shareholders Meeting a value ratio between ELTEB and the PANTECHNIKI assets and liabilities it stands to absorb equal to 10:1, and a share exchange ratio equal to 1 common listed voting ELTEB share, each of a new par value equal to euro 1, to 2.318574 common listed voting PANTECHNIKI shares, each of a par value equal to euro 1.25.
PANTECHNIKI hereby advises, pursuant to articles 10(1) of law 3340/2005 and 2 of the Hellenic Capital Market Commission decision no. 3/347/12.07.2005, in conjunction with article 281 of the Athens Exchange Regulations, as in force, that, owing to the increasingly shifting conditions in the construction market and the development of new conditions (as, inter alia, the emerging requirements under law 3389/2005 for medium scale technical projects), the Board of Directors of PANTECHNIKI, in its meeting dated 30 August 2007, has resolved to proceed, jointly (where required) with ELTEB, with the following parallel actions, namely: (I) to cease and terminate forthwith the on-going procedures in respect of the break-up of PANTECHNIKI and the absorption by ELTEB of part of the construction activities (together with related assets and business holdings) of PANTECHNIKI, instituting the necessary actions therefor, and (II) to set in motion new procedures, in replacement of the henceforth terminated ones, namely the merger of PANTECHNIKI with ELTEB, through absorption of the former by the latter, in accordance with arts. 68(2), 69-70, 72-77 of consolidated law 2190/1920 in conjunction with arts.1-5 of law 2166/1993, as in force, having as reference date for the drawing up of the transformation balance sheet the 31st of August 2007, it being understood that, while the merger is in progress and before it has been lawfully completed, PANTECHNIKI will have contributed to its wholly owned (as of that time) subsidiary company trading under the name ΜΕΤΟΗΙ its entire construction division, together with the contractors license of 7th class and its rights on the trade name PANTECHNIKI, as those assets and liabilities shall be determined on the basis of an interim report dated 31 August 2007, and PANTECHNIKI, in return, will have received, on account of the swap, the entire number of shares to be issued by METOHI corresponding to the share capital increase of the latter, due to the assumption on its part of the construction activities of PANTECHNIKI, so that, for the purpose of the merger between ELTEB and PANTECHNIKI, the assets and liabilities of PANTECHNIKI shall consist of: (i) its holding in its wholly owned subsidiary company trading under the name METOHI, the sole material asset whereof are the assets and liabilities of PANTECHNIKIs construction division it has assumed, and (ii) the assets and liabilities of its existing infrastructure and service divisions. The merger and the spin-offs are expected to be concluded in or about December 2007, subject to receiving the approvals, permits and licenses provided for in the law or in the articles of association, as well as complying with all other formalities.
Subject to confirmation by certified auditors of recognized standing and experience as to the fairness and reasonableness, the Board of Directors of PANTECHNIKI intends to propose to its Shareholders Meeting a share exchange ratio equal to 1 common listed voting ELTEB share, each of a new par value equal to euro 1.03, to 2.318574 common listed voting PANTECHNIKI shares, each of a par value equal to euro 1.25, such (ratio) assuming an asset value ratio of ELTEB to PANTECHNIKI equal to 8.75:1, namely the exact share exchange ratio ELTEB had previously announced (in the context of PANTECHNIKIs break-up), since on one hand, ELTEB will now absorb the entire assets and liabilities of PANTECHNIKI and all its shareholders will receive the ELTEB shares to be distributed due to the merger, and, on the other, the initial valuation of PANTECHNIKI had taken into account all financial data relating to PANTECHNIKI. It is to be noted that ELTEB shareholders shall retain the exact number of ELTEB shares they held on the date of the merger conclusion, each such share being of a new par value equal to euro 1.03. In connection with the spin-off of the PANTECHNIKI division referred to hereinabove, under para. II, to its fully owned subsidiary company, METOHI, respectively, it is redundant to indicate either a value ratio between the contributed division and the net asset value of the receiving company or, as the case may be, a share-exchange ratio, because the division ceding company, in its capacity as the sole shareholder of the company receiving the same, will acquire all shares corresponding to the value of the ceded assets and liabilities.