ELVALHALCOR HELLENIC COPPER AND ALUMINIUM INDUSTRY S.A.

ANNOUNCEMENT of Publication of the Document of article 4 of Law 3401/2005

ANNOUNCEMENT

of Publication of the Document of article 4 of Law 3401/2005 of

“ELVALHALCOR HELLENIC COPPER AND ALUMINIUM INDUSTRY S.A.”

The company under the corporate name “ELVALHALCOR HELLENIC COPPER AND ALUMINIUM INDUSTRY S.A.” (hereinafter referred to as the “Company” or “ELVALHALCOR”) announces that, in accordance with Regulation (EC) 809/2004 and Regulation (EU) 2016/301 of the European Commission and with Law 3401/2005, as in force, the Board of Directors of the Hellenic Capital Market Commission, in its meeting of 26-01-2018, was informed of the contents of the document of article 4 of Law 3401/2005 (hereinafter referred to as the “Document”), regarding the merger by absorption of the company under the corporate name “ELVAL HELLENIC ALUMINIUM INDUSTRY S.A.” (hereinafter referred to as “ELVAL”) by ELVALHALCOR (previously «HALCOR METALS WORK S.A.”, hereinafter referred to as “HALCOR”) in accordance with the resolutions of (a) the Extraordinary General Assembly of the Shareholders of HALCOR dated 22 November 2017 and (b) the Extraordinary General Assembly of the Shareholders of ELVAL dated 22 November 2017 (hereinafter, the “Merger”).

Following the Merger, the Company's paid up share capital currently amounts to 146,344,218.54 euro and is divided into 375,241,586 shares with  a nominal value of 0.39 euro each. The new shares that will be issued will be 273,961,959

It is noted that the exchange ratio of the merging companies is as follows:

  • Each shareholder of Halcor (“the Absorbing Company”) will exchange one (1) share of a nominal value 0.38 euro each which he/she holds in the Absorbing Company for one (1) new share of the Absorbing Company (as the Absorbing Company will arise after the Merger) of a new nominal value of 0.39 euro each.

 

  • Each shareholder of Elval (“the Absorbed Company”) will exchange 0.0987220346164922  shares of a nominal value 3.91 euro each which he/she holds in the Absorbed Company for one (1) new share of the Absorbing Company (as the Absorbing Company will arise after the Merger) of a new nominal value of 0.39 euro each.

 

The Merger was approved by Decision with ref. no. 131569/30-11-2017 of the Ministry of Economy & Development and was entered in the General Commercial Register on 30/11/2017. Furthermore, the amendment, inter alia, of article 1 of the Company's Articles of Association regarding the change of  Company's trade name to “ELVALHALCOR HELLENIC COPPER AND ALUMINIUM INDUSTRY S.A.” from “HALCOR METAL WORKS S.A.” and distinctive title (brand name) to “ELVALHALCOR S.A.” from “HALCOR S.A.” was also approved by the above Decision of the Ministry of  Economy & Development.

 

Information regarding the process for the allocation of the shares that will be issued in the context of the share capital increase of the Company due to the Merger (the New Shares) is set out in section 4.8 “Process for the Allocation of the New Shares” of the Document.

The Document is available to investors as of 29-01-2018 in electronic form from the Company's website, at www.halcor.com, the website of the Athens Exchange, at www.helex.gr, and the website of the Hellenic Capital Market Commission, at www.hcmc.gr. Additionally, the Document will also be available, upon request, to investors free of charge and in paper form from the Company's offices, at 2-4 Mesogeion Ave., Athens Tower.

The indicative timetable foreseen for the commencement of trading of the New Shares is as follows:

 

Date

Action

22.11.2017

Extraordinary General Assembly of the Shareholders

30.11.2017

Approval of the Merger by the Ministry of Economy and Development

30.11.2017

Registration of the approval of the Merger to the Business Registry and publication of the announcement for the approval of the Merger

26.01.2018

Notification of the Document to the Board of Directors of the Hellenic Capital Market Commission

29.01.2018

Publication of the announcement for making the Document available on the Athex website and the Company's website

29.01.2018

Publication of the Document pursuant to Law 3401/2005 (publication on the Company's website, the Athens Exchange website and the Hellenic Capital Markets Commission website)

30.01.2018

Approval by the Corporate Actions Committee of the Athens Exchange of the admission to listing to trading of the New Shares resulting from the Merger

31.01.2018

Crediting the New Shares

01.02.2018

Commencement of trading of the New Shares

The above timetable is dependent upon unforeseeable factors and is, therefore, subject to change. In case the timetable is changed, investors will be notified by a relevant announcement of the Company, as per the provisions of the law.

For additional information, Shareholders may contact Mr. Alexandros Kompotis, tel.: 2262048640 (business days and hours).

 

 

Athens, 29-01-2018

ELVALHALCOR HELLENIC COPPER AND ALUMINIUM INDUSTRY S.A.