S & B ΒΙΟΜΗΧΑΝΙΚΑ ΟΡΥΚΤΑ Α.Ε.
The Extraordinary Shareholders' Meeting of S&B Industrial Minerals S.A. approved the carve-out of its holding in Motodynamics to S&B shareholders
The Shareholders Extraordinary General Meeting of S&B Industrial Minerals S.A. (S&B) was held today January 11, 2008 at its headquarters in Kifissia with the participation of 75.23% of its shareholders. The main item which was brought to this meeting and was approved by S&B's shareholders was the carve-out of 2,806,969 shares of Motodynamics S.A. (Motodynamics) held by S&B directly to its shareholders.
The rationale of the carve-out, as well as the process of its implementation were presented to the Extraordinary Shareholders' Meeting by the Chief Executive Officer Mr. Efthimios O. Vidalis. Mr. Vidalis noted the importance of this action for both S&B and Motodynamics highlighting, among other points, that:
- "With the carve-out, S&B will be able to focus its efforts in exploiting the opportunities for dynamic global growth of its core business, which is overwhelmingly related to industrial minerals activities. This will also provide shareholders higher visibility of earnings generation and growth strategy of the S&B Group.
- For Motodynamics, the carve-out will provide higher visibility of its independent investment proposition. As a fully autonomous entity traded in the Athens Exchange, Motodynamics will be able to support its growth prospects development both in Greece and the Balkans through an independent investment strategy. Also, following the carve-out process, Motodynamics will have a very strong and effective shareholders structure with two committed "anchor" shareholders (the Kyriacopoulos family and Yamaha Europe N.V.)".
The carve-out will be carried out through the distribution of the 2,806,969 Motodynamics shares held by S&B to its shareholders in the ratio of 1 Motodynamics share per 11 S&B shares.
The carve-out process as approved by the shareholders involves: (a) An S&B share capital increase of ?19,452,295.80 through capitalization of reserves "share premiums account" without issuance of new shares but through increase of each share's nominal value by euros 0.63. (b) A share capital decrease of the equivalent amount with distribution to S&B shareholders of Motodynamics shares, without any share annulment, but through decrease of each S&B share's nominal value by euros 0.63 as well.
The date of the carve-out of Motodynamics shares held by S&B and the detailed procedure through which S&B shareholders will receive the Motodynamics shares will be communicated in due time after the necessary approval by the relevant authorities.
The rationale of the carve-out, as well as the process of its implementation were presented to the Extraordinary Shareholders' Meeting by the Chief Executive Officer Mr. Efthimios O. Vidalis. Mr. Vidalis noted the importance of this action for both S&B and Motodynamics highlighting, among other points, that:
- "With the carve-out, S&B will be able to focus its efforts in exploiting the opportunities for dynamic global growth of its core business, which is overwhelmingly related to industrial minerals activities. This will also provide shareholders higher visibility of earnings generation and growth strategy of the S&B Group.
- For Motodynamics, the carve-out will provide higher visibility of its independent investment proposition. As a fully autonomous entity traded in the Athens Exchange, Motodynamics will be able to support its growth prospects development both in Greece and the Balkans through an independent investment strategy. Also, following the carve-out process, Motodynamics will have a very strong and effective shareholders structure with two committed "anchor" shareholders (the Kyriacopoulos family and Yamaha Europe N.V.)".
The carve-out will be carried out through the distribution of the 2,806,969 Motodynamics shares held by S&B to its shareholders in the ratio of 1 Motodynamics share per 11 S&B shares.
The carve-out process as approved by the shareholders involves: (a) An S&B share capital increase of ?19,452,295.80 through capitalization of reserves "share premiums account" without issuance of new shares but through increase of each share's nominal value by euros 0.63. (b) A share capital decrease of the equivalent amount with distribution to S&B shareholders of Motodynamics shares, without any share annulment, but through decrease of each S&B share's nominal value by euros 0.63 as well.
The date of the carve-out of Motodynamics shares held by S&B and the detailed procedure through which S&B shareholders will receive the Motodynamics shares will be communicated in due time after the necessary approval by the relevant authorities.