December 29, 2006 The company announces that according to the article 10, par. 1 of the law 3340/2005 and the article 2 of the decision 3/347/12.07.2005 of the Board of Directors of Capital Markets Committee, today 29.12.2006 the decision Κ2-16757/21.12.2006 of the Ministry of Development was registered in the relative state records of SA companies. With this decision, the Ministry of Growth gave its final approval for the merger of NAOUSSA SPINNING MILLS SA, FANCO SA, RODOPI SPINNING MILLS SA, and GALLOP SA., through the absorption of FANCO SA, RODOPI SPINNING MILLS SA and GALLOP SA by NAOUSSA SPINNING MILLS SA , as approved by the shareholders general meetings of the merged companies in 12.09.2006.
On the 29.12.2006 the decision Κ2-13910 of the Ministry of Development was also registered in relative ministry state records for SA companies, according to which FANCO SA is deleted from these records. As a result, from 02.01.2007 FANCO SA ceases to exist as Athens Exchange listed company. Under this event, and with respect to the article 314 of Athens Exchange regulation for equal shareholders policy, the listing of NAOUSSA SPINNING MILLS SA ceases as well.
Shareholders of FANCO SA after the closing of Athens Exchange on the 29.12.2006, as well as the shareholders of RODOPI SPINNING MILLS SA and GALLOP SA, are going to receive new shares of NAOUSSA SPINNING MILLS SA, which will be issued following the merger. The share exchange ratio according to the relevant decisions of shareholders general meetings have as follows:
1. Each shareholder of NAOUSSA SPINNING MILLS SA exchanges one common registered share with voting rights of nominal value of 0.30 Euro with 0.65 new common registered shares with voting rights, of nominal value 0.50 Euro. Totally NAOUSSA SPINNING MILLS SA shareholders are going to receive 70,945,000 x 0.65 = 46,114,250 new shares of nominal value 0.50 each.
2. Each shareholder of FANCO SA exchanges one common registered share with voting rights of nominal value of 0.30 Euro of FANCO SA with 0.25 new common registered shares with voting rights of NAOUSSA SPINNING MILLS SA, of nominal value of 0.50 Euro. Totally FANCO SA shareholders are going to receive 8,793,732 x 0.25 = 2,198,433 new shares of nominal value 0.50 each (after the cancellation of the participation of NAOUSSA SPINNING MILLS SA in FANCO SA).
3. Each shareholder of RODOPI SPINNING MILLS SA exchanges one common registered share with voting rights, of nominal value of 29.46 Euro of RODOPI SPINNING MILLS SA with 35.93027888 new common registered shares with voting rights of NAOUSSA SPINNING MILLS SA, of nominal value of 0.50 Euro. Totally RODOPI SPINNING MILLS SA shareholders are going to receive 14,056 x 35.93027888 = 505,036 new shares, of nominal value 0.50 each (after the cancellation of the participation of NAOUSSA SPINNING MILLS SA in RODOPI SPINNING MILLS SA).
4. Each shareholder of GALLOP SA exchanges one common registered share with voting rights, of nominal value of 1.56 Euro of GALLOP SA with 5.08234621 new common registered shares with voting rights of NAOUSSA SPINNING MILLS SA of nominal value 0.50 Euro. Totally GALLOP SA shareholders are going to receive 89,148 x 5.08234621 = 453,081 new shares of nominal value 0.50 each (after the cancellation of the participation of NAOUSSA SPINNING MILLS SA in GALLOP SA).
It is noted that possible fractional rights that might emerge will not transform to fractional shares, but they are going to be handled according to relevant Board of Directors decision.
The Ministry of Development, under the same decision, approved the modification of article 5 of the company charter so as to include the following changes of the share capital:
A. Capital increase due to the above merger of 3,191,280.24 Euro from the contributing capital of absorbing companies and further increase of 160,619.76 Euro from capitalization of extraordinary reserve capital for the rounding of the share nominal value. Thus, shareholders' capital amounts in Euro 24,635,400.00 divided in 49,270,800 common registered shares of nominal value 0.50 Euro.
B. Decrease of capital equal to 9,854,160.00 Euro due to accumulated losses right off and the corresponding decrease of the share's nominal value from 0.50 Euro to 0.30 Euro. Thus shareholders' capital amounts in Euro 14,781,240.00 divided in 49,270,800 common registered shares of nominal value 0.30 Euro.
Finally, we inform investment community that the document with which the Board of Directors of Capital Market Committee was informed in the session of 28.12.2006 according to article 4 of law 3401/2005, will be available on Tuesday 02.01.2007 in printed form in company's headquarters, Kifisou and Kostandinoupoleos 1, 121 32 Peristeri. An electronic copy will also be available in the company's web site (http://www.klonatex.gr) and in the Athens Exchange web site (www.ase.gr). For any further information, investors can contact the Investor Relations Department of the company in +30 210 5708000.
The Company will inform through further announcement about the crediting of the new shares in the investors' accounts and the date these shares will start trading in the market.
