"ELLINIKI TECHNODOMIKI TECHNICAL, INVESTMENT, INDUSTRIAL COMPANY S.A." (hereinafter "ELTEB"), 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 strengthening its competitive position and improving through business synergies the use of its assets, ELTEB has set in motion the following procedures: (a) absorption, due to the break-up of "PANTECHNIKI S.A" (hereinafter "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 contractor's 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 PANTECHNIKI's principal shareholders; (b) spin-off from ELTEB of the construction division, which is to be formed in order to receive the aforementioned construction activities (including the assets and liabilities relating thereto) of PANTECHNIKI', and the contribution thereof to the fully owned, non-listed, subsidiary company of ELTEB trading as "AKTOR S.A."; and (c) spin-off from ELTEB of the division relating to infrastructure concessions and the contribution thereof to the fully owned, non-listed, subsidiary company of ELTEB trading as "ASTIKES ANAPTYXEIS S.A.". The spin-offs referred to hereinabove shall be conducted under and in accordance with arts. 1-5 of law 2166/1993, as in force, and, together with the break-up, shall bear as reference date for the drawing-up of the transformation balance sheet (in respect of the break-up) or the interim report (in respect of the spin-offs) 31st of March 2007. 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, ELTEB 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.
ELTEB 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 ELTEB, in its meeting dated 30 August 2007, has resolved to proceed, jointly (where required) with PANTECHNIKI, with the following parallel actions, namely: (I) to cease and terminate forthwith the on-going procedures in respect, on one hand, of the absorption, due to the break-up of PANTECHNIKI, of part of the construction activities (together with related assets and business holdings) of PANTECHNIKI, and, on the other, of the spin-off from ELTEB and contribution to the aforementioned subsidiary companies of the construction activity and infrastructure concession divisions, as more specifically set out in ss. (a)-(c) of this announcement, in connection wherewith it shall undertake the necessary actions, and (II) to set in motion new procedures, in replacement of the henceforth terminated ones, namely (A) the merger of ELTEB with PANTECHNIKI, through absorption of the latter by the former, 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 METOHI its entire construction division, together with the contractor's 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 PANTECHNIKI's construction division it has assumed, and (ii) the assets and liabilities of its existing infrastructure and service divisions, and (B) the spin-off from ELTEB and the contribution to its wholly owned subsidiary company trading under the name "ASTIKES ANAPTYXEIS S.A." of the infrastructure division, as the latter will in the meantime bee enriched, due to the earlier termination of the absorption of PANTECHNIKI, with the corresponding assets of the latter, under and in accordance with arts.1-5 of law 2166/1993, having the 31st of August 2007 as the interim report date. 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 ELTEB 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 PANTECHNIKI's 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 euro1.03. In connection with the spin-off of the ELTEB and PANTECHNIKI divisions referred to hereinabove, under paras. II(A) and II(B), to their fully owned subsidiary companies, METOHI and "ASTIKES ANAPTYXEIS S.A.", respectively, it is redundant to indicate either value ratios between each contributed division and the net asset value of the receiving company or, as the case may be, share-exchange ratios, because each 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. Mention is also made that, upon completion of the merger, it will be proposed to the Shareholders'' Meeting of ELTEB that two Board seats be allocated to an equal number of principal PANTECHNIKI shareholders.