A. "DELTA HOLDING S.A." (hereinafter referred to as "the Company"), announces that the trading of the 22.117.095 new common registered shares of "DELTA HOLDING S.A." issued as a result of the share capital increase arising from the merger through absorption of the companies GOODY'S S.A., GENERAL FOODS S.A., DELTA DAIRY S.A. and CHIPITA INTERNATIONAL S.A., will commence at the Athens Exchange on September 7th, 2006.
Further more on September 7th 2006 the shares will be trading at the Athens Exchange with new nominal value of euro 2,33 each. On the same date the new trade price of the Company's shares will be set according to the ASE Regulation.
It is confirmed that, the new shares arising from the merger will be credited, pursuant to the approved exchange ratios from the Central Securities Depository, to the shareholders' accounts through the Intangible Securities System, on September 7th 2006, namely the date of the commencement of trading.
The sale of the fractional shares, resulting from the share capital increase arising from the merger, will take place pursuant to the 13/375/17.03.2006 decision of the CMC Board of Directors and the remaining details regarding the payment of the amount due from the sale of such fractional shares will be announced within the deadlines provided by the above mentioned decision of the CMC.
The exchange ratios for the shareholders of the merging companies are the following:
(a) The shareholders of the Company shall exchange one (1) share of the Company for one (1) new share of the Company.
(b) Goody's shareholders, apart from the Company, which possesses 11.567.582 shares that shall be cancelled without any conversion, shall exchange one (1) old share of Goody's for 1.046369140 new shares of the Company, namely they shall totally receive (4,712,919 Χ 1.046369140=4,931,453) rounded new shares of the Company,
(c) General Food's shareholders, apart from the Company, which possesses 9,948,652 shares that shall be cancelled without any conversion, shall exchange one (1) old share of General Foods for 0.535407276 new shares of the Company, namely they shall totally receive (2,226,548 Χ 0.535407276= 1,192,110) rounded new shares of the Company,
(d) Chipita's shareholders shall exchange one (1) old share of Chipita for 0.331901836 new shares of the Company, namely they shall totally receive (48,187,537 Χ 0.331901836= 15,993,532) rounded new shares of the Absorbing Company,
Following the merger, which was approved by the Ministry of Development (reg. no. K2-12403/31.8.2006) , the share capital of DELTA HOLDING S.A. amounts to euro 155.274.482,97 and is divided into 66.641.409 common registered shares, with new nominal value of euro 2,33 each from 2.94 euro.
During the meeting of the Board of Directors of the Athens Exchange on August 18th 2006, the listing of the 22.117.095 new common registered shares of the Company was approved as a result of the share capital increase arising from the merger through absorption of the companies "GOODY'S S.A.", "GENERAL FOODS S.A.", "DELTA DAIRY S.A." and "CHIPITA INTERNATIONAL S.A." and the BoD of the Athens Exchange was advised on the nominal value of each share from 2,93 euro to 2,33 euro
The booklet of article 4 of law 3401/2005, which was produced for the purposes of the merger and announced to the BoD of the CMC on August 9 2006, is already available to the investors since August 10th 2006, at the Athens Exchange, the Registered Office of the Company - Shareholders Services Office (59 Panepistimiou Str.), the Company's premises 10 Ziridi Str., 151 23 Marousi, tel: 210 349 4000, as well as at the internet sites www.ase.gr and www.delta.gr.
B. The Board of Directors of DELTA HOLDING S.A. informs the investors that on 01.06.2006, the General Assembly of the Company's shareholders, among other issues, decided the change of the Company's trade name to "VIVARTIA INDUSTRIAL & COMMERCIAL COMPANY OF FOOD PRODUCTS & CATERING SERVICES S.A." with the distinctive title "VIVARTIA S.A.". The BoD of the Athens Exchange was informed, at its meeting on August 18th, on the above mentioned decision.
The Ministry of Development with the decision K2 - 12403/31.08.2006, has approved the amendment of the respective article of the Company's articles of association.
Further to the above, pursuant to the decision of the Company's BoD, from September 7th 2006, the trade name of the Company at the Athens Exchange changes to "VIVARTIA INDUSTRIAL & COMMERCIAL COMPANY OF FOOD PRODUCTS & CATERING SERVICES S.A." with the distinctive title "VIVARTIA S.A."
For further information, shareholders may address to the Shareholders Services Office during working days and hours (tel. no 210 3217155, Mr. Trikas).