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VIVARTIA S.A.I.C.
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Newswire
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09-01-2006 - the Company's Annual General Assembly Resolutions
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DELTA HOLDING SA, announces that according to the decision of the Ministry of Development (reg. no. K2-12403/31.8.2006) the following decisions of the Company's Annual General Assembly of 01/06/2006 were approved: a) Approval of the merger through absorption of the companies GOODY'S S.A., GENERAL FOODS S.A., DELTA DAIRY S.A. and CHIPITA INTERNATIONAL S.A., according to article 68 of the law 2190/1920 and 2166/93, b) Increase of the Company's share capital (i) by euro 24.141.820,44 that corresponds to the share capital of the absorbed companies and (ii) by 231.179,37 from the capitalization of reserve paid in surplus and change of the nominal value of the Company's share from euro2,94 to 2,33 with the respective amendment of article 5 of the Company's articles of association, Further to the above, from September 1st 2006, the trading in the AE of the shares of the absorbed companies GOODY’S S.A., GENERAL FOODS S.A. and CHIPITA INTERNATIONAL S.A. will be suspended. The new trade price of the Company's shares will be set according to the AE Regulation and the relevant 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 × 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 × 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 × 0.331901836= 15,993,532) rounded new shares of the Absorbing Company.
Following the merger, which was approved by the Ministry of Development, the share capital of the Company amounts to euro 155.274.482,97 and is divided into 66.641.409 common registered shares, with nominal value of euro2,33 each. 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 upon the date of commencement of trading. The Company will issue new announcement regarding the date of commencement of trading of the new shares in accordance with the relative capital markets legislation. The Board of Directors of the Athens Exchange approved, on August 18th 2006, the listing of the 22.117.095 new common registered shares of the Company 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.. 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. For further information, shareholders may address to the Shareholders Services Office during working days and hours (tel. no 210 3217155, Mr. Trikas).
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