ΤΕΡΝΑ Α.Ε.
Announcement
A) SUBMISSION IN THE SOCIETE ANONYME REGISTRY OF THE APPROVAL DECISION FOR THE BREAK-UP OF THE COMPANY TERNA IN TWO DIVISIONS AND THE MERGER THROUGH ACQUISITION OF ONE DIVISION FROM GEK S.A.
B) DELISTING OF SHARES OF THE SPLITTING COMPANY TERNA S.A.
TERNA SA announces that on 23/12/2008 the decision under Reg. No. K2-15458/23-12-2008 of the Minister of Development was registered in the Societe Anonyme Registrar and namely the decision approved the separation of the Company TERNA SOCIETE ANONYME TOURISM TECHNICAL AND SHIPPING COMPANY in two sections (divisions), with absorption of one by GEK S.A. (already renamed to GEK TERNA SA) and the other by the societe anonyme "LITHOS SOCIETE ANONYME"(already renamed to TERNA SA) according to the provisions of articles 81-86 of C.L. 2190/20 and articles 1-5 of L. 2166/93
Following the above approval, the Company TERNA SA is deleted from the Societe Anonyme Registrar and thus from Wednesday 24/12/2008 its shares are delisted from the stock exchange.
The exchange ratio for the Shareholders of the merging companies is:
1. Each shareholder of TERNA S.A. (except for the Absorbing company) will exchange one (1) share with 0.950000021 new common registered with voting right share of GEK TERNA S.A. and a nominal value of 0.57 euro.. The 24,470,471 shares owned by GEK S.A. in TERNA S.A. will be cancelled and the other, apart from GEK, shareholders of TERNA S.A. will receive a total of (21,494,029 Χ 0.950000021) 20,419,328 shares.
2. The shareholders of GEK S.A. (already renamed to GEK TERNA SA) will maintain the same, as before the completion of the merger, number of shares with the new nominal value of 0.57 euro.
Following the merger, the share capital of GEK S.A. (already renamed to GEK TERNA S.A.) amounts to 48,953,132.16 euro and is divided into 85,882,688 common registered shares with voting right, and with a nominal value of 0.57 euro each.
GEK TERNA SA will disclose the listing date on the Athens Exchange of the new shares due to the aforementioned merged with a later announcement. On the initial day of trading for the new shares, the initial trading price of the GEK TERNA S.A. shares will be formed according to the Regulation of the Athens Exchange, together with a relevant decision by the Athens Exchange's Board of Directors.
The Prospectus is available to the investment community from 22/12/08 in electronic format on the websites of the Companies www.gek.gr and www.terna.gr and the Athens Exchange website www.ase.gr, as well as in print form at the offices of GEK TERNA S.A, 85 Mesogeion Ave., Athens. For additional information, shareholders may refer to the Company?s Investor Relations department (contact Ms. Katerina Mavidou tel. +30 210 6968427).
B) DELISTING OF SHARES OF THE SPLITTING COMPANY TERNA S.A.
TERNA SA announces that on 23/12/2008 the decision under Reg. No. K2-15458/23-12-2008 of the Minister of Development was registered in the Societe Anonyme Registrar and namely the decision approved the separation of the Company TERNA SOCIETE ANONYME TOURISM TECHNICAL AND SHIPPING COMPANY in two sections (divisions), with absorption of one by GEK S.A. (already renamed to GEK TERNA SA) and the other by the societe anonyme "LITHOS SOCIETE ANONYME"(already renamed to TERNA SA) according to the provisions of articles 81-86 of C.L. 2190/20 and articles 1-5 of L. 2166/93
Following the above approval, the Company TERNA SA is deleted from the Societe Anonyme Registrar and thus from Wednesday 24/12/2008 its shares are delisted from the stock exchange.
The exchange ratio for the Shareholders of the merging companies is:
1. Each shareholder of TERNA S.A. (except for the Absorbing company) will exchange one (1) share with 0.950000021 new common registered with voting right share of GEK TERNA S.A. and a nominal value of 0.57 euro.. The 24,470,471 shares owned by GEK S.A. in TERNA S.A. will be cancelled and the other, apart from GEK, shareholders of TERNA S.A. will receive a total of (21,494,029 Χ 0.950000021) 20,419,328 shares.
2. The shareholders of GEK S.A. (already renamed to GEK TERNA SA) will maintain the same, as before the completion of the merger, number of shares with the new nominal value of 0.57 euro.
Following the merger, the share capital of GEK S.A. (already renamed to GEK TERNA S.A.) amounts to 48,953,132.16 euro and is divided into 85,882,688 common registered shares with voting right, and with a nominal value of 0.57 euro each.
GEK TERNA SA will disclose the listing date on the Athens Exchange of the new shares due to the aforementioned merged with a later announcement. On the initial day of trading for the new shares, the initial trading price of the GEK TERNA S.A. shares will be formed according to the Regulation of the Athens Exchange, together with a relevant decision by the Athens Exchange's Board of Directors.
The Prospectus is available to the investment community from 22/12/08 in electronic format on the websites of the Companies www.gek.gr and www.terna.gr and the Athens Exchange website www.ase.gr, as well as in print form at the offices of GEK TERNA S.A, 85 Mesogeion Ave., Athens. For additional information, shareholders may refer to the Company?s Investor Relations department (contact Ms. Katerina Mavidou tel. +30 210 6968427).