"HELLENIC DUTY FREE SHOPS S.A." (hereinafter referred to as the "Offeror") hereby submits a Mandatory Public Offer for the acquisition of securities to the shareholders of the company under the name "ELMEC SPORT S.A." (the "Company") in respect of all offered shares it does not hold directly or indirectly as at the date of publication of the Public Offer, i.e. up to 25,074,922 Shares representing the 45.26% of the total share capital of the Company, at the price of 4.00 euros for each share of the Company, paid in cash.
THE PUBLIC OFFER
On 05.10.2007, the Offeror directly acquired a total of 28,718,770 common registered shares of the Company with voting rights, representing 51.84% of the entire paid-up share capital and voting rights of the Company and, in light of the excess of one third (1/3) of the entire voting rights attached to the Company's shares, it submits a Mandatory Public Offer (the "Public Offer") for the acquisition of the entirety of the Company's shares pursuant to the provisions of Law 3461/2006 (the "Law"). As required by the Law, the Offeror initiated the procedure of the Public Offer by advising the Capital Market Committee and the Board of Directors of the Company in writing on 22.10.2007, and submitting at the same time a draft Prospectus, in accordance with the article 10 par. 1 of the Law.
1. OFFEROR
The Offeror is a societe anonyme with company registration number 14216/06/B/06 and registered office in Agios Stefanos (23rd km. N.R. Athens - Lamia, 145 65). For the purpose of the Public Offer, the Offeror is duly represented by Messrs. George Velentzas, General Director and Efstratios Elissaios, Director of Finance and Administration. The Offeror's operation is governed by the provisions of Codified Law 2190/1920 on Societes Anonymes, as has been amended and is currently in force, and due to the nature of one of its main activities (sale of tax and duty free products) it is supervised by the Greek Government, as such supervision is exercised by the Minister of Finance, and governed by the provisions of article 120 of Law 2533/1997 and Presidential Decree 86/1979. The shares of the Offeror are listed in the Big Capitalization Class of the Securities Market of the Stock Exchange of Athens.
2. COMPANY SUBJECTED TO THE PUBLIC OFFER
The societe anonyme under the name "ELMEC SPORT S.A.", with company registration number 6357/06/B/86/59 and registered office in Municipality of Glyfada (96 Vouliagmenis Ave. Glyfada). The shares of the Company are listed in the Big Capitalization Class of the Securities Market of the Stock Exchange of Athens.
3. OFFEROR'S ADVISOR
The credit institution under the name "ALPHA BANK S.A." ("Alpha Bank"), with registered office in Athens at 40 Stadiou str., is acting as Advisor of the Offeror in respect of the Public Offer pursuant to article 12 of the Law 3461/2006.
4. SECURITIES SUBJECT TO THE PUBLIC OFFER
The entirety of the common registered shares with voting rights issued by the Company, of a nominal value of 0.60 euros each, which have been listed and are traded at the Securities Market of the Stock Exchange of Athens, Big Capitalization Class (the "Shares"), which the Offeror does not hold directly or indirectly at the date of submission of the Public Offer.
The Offeror intents to acquire additional securities of the Company through the stock exchange and/or over the counter in the period from the publication of the Public Offer 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 4.00 euros per Share. All acquisitions of Shares will be stated and published pursuant to article 24 para. 2 of the Law.
5. MAXIMUM NUMBER OF SECURITIES THAT THE OFFEROR IS BOUND TO ACQUIRE
Under the terms of the Public Offer, 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.
As a result of the mandatory nature, the Public Offer is not subject to a minimum number of Shares to be acquired by the Offeror in order for the Offer to take effect.
As a consequence, the Public Offer shall be effective regardless of the number of Shares of the Public Offer which shall have been timely and duly offered to the Offeror until the expiration of the Acceptance Period (as same will be defined in the Prospectus regarding the Public Offer).
6. OFFERED PRICE
The Offeror offers to pay in cash the amount of 4.00 euros for each Share with regard to which the Public Offer is validly acceptable. The Offered Price to be collected by the accepting shareholders will be reduced by the amount of the rights provided for in the Clearance Regulation in favor of "HELLENIC STOCK EXCHANGES S.A." (global successor of "CENTRAL DEPOSITORY OF ATHENS S.A."), which shall be borne by them pursuant to article 7 para. 3 of Decision nr. 1/153/18.12.2006 of the Board of Directors of "HELLENIC STOCK EXCHANGES S.A.", currently amounting to 0.08% on the value of the transaction, as same are specifically described in the Prospectus.
7. NUMBER OF SECURITIES HELD BY THE OFFEROR
At the date of publication of the Public Offer, the Offeror directly holds 30,325,078 common registered shares of the Company with voting rights, representing the 54.74% of the total paid-up share capital and voting rights of the Company's shares.
There are no persons acting on behalf or in conjuction with the Offeror for the purpose of the Public Offer.
8. CLAUSES
The Public Offer is not subject to any clauses in the sense of article 22 of the Law.
9. NOTES
The Acceptance Period will commence following the approval of the Prospectus by the Capital Market Committee. The Offeror will publish the Prospectus of the Public Offer within three (3) business days from its approval by the Capital Market Committee.
Copy of the Prospectus and Acceptance Statements will be available to the shareholders of the Company through the branches of "ALPHA BANK S.A." in Greece. Upon the approval of the Prospectus by the Capital Market Committee, the Offeror will notify the investors regarding the exact time schedule of implementation of the Public Offer.
This Public Offer is addressed only to persons who are capable of duly accepting in accordance with the law. In specific, in accordance to the regulation of foreign countries, the Public Offer is in no way or form (written or other) addressed directly or indirectly, within or to any country where, according the relevant legislation, this Public Offer or the mailing / distribution of this notice is illegal or constitutes violation of any applicable legislation, rule or regulation.