TERNA S.A.
Announcement.
TERNA SA. issues an announcement according to the Law, the Capital Market's decisions and the Statute of the Athens Stock Market, about the decisions taken by TERNA's Board of Directors on the 24/06/2008, which are the following:
a-The non continuance of the procedures for the merging of TERNA from GEK S.A. Holding, Real Estate, Construction (GEK) and
b- the secession / divulsion of TERNA through merger according to articles 81-86 of the Law 2190/1920 in combination with articles 1-5 of the Law 2166/1993
i) Of all the activities and assets of TERNA (minus the Construction and related activities) from the listed mother company named GEK S.A Holding, Real Estate, Construction (GEK), which will be renamed with the completion of the merger to "GEK TERNA S.A. Holding, Real Estate, Construction" or simply "GEK TERNA S.A." and
ii) Of all constructional and constructing related activities (including indicatively the MEEP Degree) from the affiliated (and 100 % TERNA's subsidiary) non listed company named LITHOS S.A. The balance sheet date of the transformation is 30.6.2008. The secession will be completed before the end of the present year and with the completion of the secession, the profited company "LITHOS" will be renamed to "TERNA TOURIST TECHNICAL AND MARITIME S.A." TERNA's Board of Directors will propose to the Shareholder's General Assembly a numerical exchange as follows:
Each listed common voting right share of TERNA S.A will be exchanged for a 0,95 common voting right share of GEK S.A., the precise proposed exchange ratio that had been already announced in the framework process for the merging of TERNA from GEK. This exchange procedure will be realized under the condition that verification will be given from a Financing Audit Service about the legitimate character of the exchange action.
With the completion of the secession and LITHOS's share capital increase at the sum of TERNA's given share capital, GEK will own all the shares of LITHOS's capital.
The before mentioned activities will take place under the condition that any authorisation and approval required by the Law, the Stature or any other authority is satisfied.
a-The non continuance of the procedures for the merging of TERNA from GEK S.A. Holding, Real Estate, Construction (GEK) and
b- the secession / divulsion of TERNA through merger according to articles 81-86 of the Law 2190/1920 in combination with articles 1-5 of the Law 2166/1993
i) Of all the activities and assets of TERNA (minus the Construction and related activities) from the listed mother company named GEK S.A Holding, Real Estate, Construction (GEK), which will be renamed with the completion of the merger to "GEK TERNA S.A. Holding, Real Estate, Construction" or simply "GEK TERNA S.A." and
ii) Of all constructional and constructing related activities (including indicatively the MEEP Degree) from the affiliated (and 100 % TERNA's subsidiary) non listed company named LITHOS S.A. The balance sheet date of the transformation is 30.6.2008. The secession will be completed before the end of the present year and with the completion of the secession, the profited company "LITHOS" will be renamed to "TERNA TOURIST TECHNICAL AND MARITIME S.A." TERNA's Board of Directors will propose to the Shareholder's General Assembly a numerical exchange as follows:
Each listed common voting right share of TERNA S.A will be exchanged for a 0,95 common voting right share of GEK S.A., the precise proposed exchange ratio that had been already announced in the framework process for the merging of TERNA from GEK. This exchange procedure will be realized under the condition that verification will be given from a Financing Audit Service about the legitimate character of the exchange action.
With the completion of the secession and LITHOS's share capital increase at the sum of TERNA's given share capital, GEK will own all the shares of LITHOS's capital.
The before mentioned activities will take place under the condition that any authorisation and approval required by the Law, the Stature or any other authority is satisfied.