ADMISSION OF NEW SHARES OF "MYTILINEOS HOLDINGS SOCIÉTÉ ANONYME" AS A RESULT OF THE MERGER BY ABSORPTION WITH THE COMPANIES "METKA INDUSTRIAL - CONSTRUCTION SOCIÉTÉ ANONYME", "ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL SOCIÉTÉ ANONYME", "PROTERGIA POWER GENERATION AND SUPPLIERS SOCIÉTÉ ANONYME" AND "PROTERGIA AGIOS NIKOLAOS POWER SOCIÉTÉ ANONYME OF GENERATION AND SUPPLY OF ELECTRICITY"

"MYTILINEOS HOLDINGS SOCIÉTÉ ANONYME" (hereinafter referred to as the "Company" or the "Absorbing Company" or "MYTILINEOS") announces at on 12.07.2017 trading will commence on the Athens Exchange of the 25,975,299 new common registered voting shares of the Company, of a nominal value of €0.97 each, which resulted from the increase of its share capital due to the merger by absorption with the companies "METKA INDUSTRIAL - CONSTRUCTION SOCIÉTÉ ANONYME" (hereinafter referred to as "METKA" or the "Absorbed Company A"), "ALUMINIUM OF GREECE INDUSTRIAL AND COMMERCIAL SOCIÉTÉ ANONYME" (hereinafter referred to as "ALUMINUM OF GREECE" or the "Absorbed Company B", "PROTERGIA POWER GENERATION AND SUPPLIERS SOCIÉTÉ

ANONYME" (hereinafter referred to as "PROTERGIA" or the "Absorbed Company C) and "PROTERGIA AGIOS NIKOLAOS POWER SOCIÉTÉ ANONYME OF GENERATION AND SUPPLY OF ELECTRICITY"

(hereinafter referred to as "PROTERGIA THERMO" or the "Absorbed Company D").

The Absorbing Company held (a) 25,975,301 shares corresponding to 50.00% plus one share in the share capital of Absorbed Company A, (b) 405,495 shares corresponding to 100% of the shares in the share capital of Absorbed Company B, (c) 6,532,052 shares corresponding to 100% of the shares in the share capital of Absorbed Company C. Absorbed Company C held 20,080,000 shares corresponding to 100% of the shares in the share capital of Absorbed Company D.

Given that the Absorbing Company owned directly or indirectly the entirety (100%) of the shares of Absorbed Company B, Absorbed Company C and Absorbed Company D, the provisions of article 78 et seq. of Codified Law 2190/1920 were also applied in conjunction with the above legislation, specifically in respect of the said Absorbed Companies, for which no new shares will be issued.

It is pointed out that the exchange ratio for the shareholders of the merging companies is as follows:

  • The shareholders of the absorbed company METKA shall receive, for each (1) share of a nominal value of €0.32 which they hold in the absorbed company, one (1) common registered voting share of the Absorbing Company, of a nominal value of €0.97.

  • The shareholders of the Absorbing Company shall continue to own one (1) common registered voting share for each (1) share the owned before the Merger, of a nominal value of €0.97.

Pursuant to the provision of article 75 paragraph 4 of Codified Law 2190/1920, the shares in the share capital of the Absorbed Company A which are held by the Absorbing Company shall not be exchanged for shares in the share capital of the Absorbing Company.

It is noted that the shares in the share capital of the Absorbed Company B and Absorbed Company C shall not be exchanged for shares in the share capital of the Absorbing Company, given that these shares are wholly owned by the Absorbing Company. The same applies to the shares in the share capital of the Absorbed Company D, as these shares are wholly owned by the Absorbing Company C and, consequently, they shall be transferred to the Absorbing Company upon completion of the merger.

Following the merger, which was approved by Decision with ref. no. 75634/06.07.2017 of the Ministry of Economy & Development and was entered in the General Commercial Register on the same day with Entry Code Number 1111713, the Company's share capital now amounts to €138,604,426.17 divided into 142,891,161 common registered voting shares, of a nominal value of €0.97 each.

The Stock Market Steering Committee of the Athens Exchange, in its meeting of 05.07.2017, approved the admission for trading on the Athens Exchange of the 25,975,299 new common registered voting shares, of a nominal value of €0.97 each, which resulted from the merger.

Starting from 07.07.2017 the shares of MYTLINEOS will be trading in the Athens Exchange without a right of participation to the merger. As of the same date, the starting trading price of the Company's shares in the Athens Exchange will be set pursuant to the Athens Exchange Rulebook, in conjunction with Resolution No. 62 of the Board of Directors of the Athens Exchange, as in force.

It is noted that the beneficiaries of the new shares which resulted from the merger are the shareholders registered as such in the files of the Dematerialised Securities System on 10.07.2017 for the listed company ΜΕΤΚΑ (record date).

The new shares which resulted from the merger shall have been credited, according to the approved exchange ratio, to the Shareholders' Shares and their Securities Accounts in the Dematerialised Securities System, by the trading start date.

The prospectus of article 4 of Law 3401/2005 in connection with the above merger (hereinafter referred to as the "Prospectus"), of whose contents the Board of Directors of the Hellenic Capital Market Commission was informed on 06.07.2017, is available to the investor community as of 06.07.2017 in electronic format from the Company's website at http://www.mytilineos.gr/uploads/merger_prospectus.pdf, the website of ΜΕΤΚΑ athttp://www.metka.gr/uploads/merger_prospectus.pdf and the website of the Athens Exchange at http://www.helex.gr/el/web/guest/company-prospectus. Additionally, the Prospectus will also be available free of charge to the investor community, upon request, from the Company's offices, at 5-7 Patroklou Street, 151 25 Maroussi, Attica.

For additional information, Shareholders may contact the Company's offices (working days and hours), at 5-7 Patroklou Street, 151 25 Maroussi (Mr. Dimitrios Katralis, Investor Relations Officer, tel.: 210 68 77 476).

Maroussi, 06.07.2017 MYTILINEOS HOLDINGS S.A.

Mytilineos Holdings SA published this content on 06 July 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 06 July 2017 17:05:14 UTC.

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