Regarding the spin-off of the industrial sector and part of the commercial sector of HELLENIC CABLES S.A. and its absorption by the company under the name "SYMM.EP.
S.A. - HOLDINGS AND INVESTMENTS COMPANY" and the change in the scope and name of HELLENIC CABLES S.A.
CONTENTSResponsible persons for preparation of the information note 3
Description of the spun-off sector 5
Valuation of the spun-off industrial sector and part of the commercial sector 5
Effect on the issuer's results and dividend policy for the first fiscal year following the
spin-off 23
INFORMATION ON THE ISSUER 24
General Information 24
Brief background 24
Presentation of the scope of Hellenic Cables Group 26
Presentation of shareholding and Management 31
Participation of BoD members in other companies 36
Purpose of the issuer and amendments to its Articles of Association 40
EFFECTS ON THE ISSUER FROM THE SPIN-OFF OF THE SECTOR 41
Effects on the principal activity and the sector before the spin-off 41
Operating sector and scope of the listed company following the spin-off of the sector 41
Changes to the purpose and Articles of Association of HELLENIC CABLES S.A. 41
Long-term objectives - Outlook after the spin-off 42
Effect on the Group's structure after the spin-off 42
Contribution of the spun-off sector to the issuer's results 43
GENERAL INFORMATION ON SYMM.EP. S.A. 44
Scope of works 44
Shareholding - Address - Common Management Executives 44
Purpose - Changes to the Articles of Association 44
Asset structure of SYMM.EP. and financial position before the sector's contribution 46
Asset structure of SYMM.EP. following contribution of the sctor 48
Dividend policy of SYMM.EP. S.A. 49
Outlook of SYMM.EP. following contribution of the sector 49
Turnover of SYMM.EP. S.A. for the period 2011 - 2015 49
ANNEX 50
- General
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Purpose of preparation of this information note
This Information Note aims to inform investors about the spin-off of the industrial sector and part of the commercial sector of HELLENIC CABLES S.A. - HELLENIC CABLES INDUSTRY S.A. (hereinafter "HELLENIC CABLES S.A." or "Contributor" or the "Company"), and its contribution to its wholly-owned subsidiary, a non-listed company under the name "SYMM.EP. S.A. - HOLDINGS AND INVESTMENTS COMPANY" (hereinafter
"SYMM.EP. S.A.", or "Absorbing Company"). In addition, it aims to provide information about the change in the scope of HELLENIC CABLES S.A. and its renaming into "HELLENIC CABLES S.A. HOLDINGS SOCIETE ANONYME", as approved by virtue of decision No. 69127/30-06-2016 of the MINISTRY OF ECONOMY, DEVELOPMENT &
TOURISM and entered in General Electronic Commercial Registry (GEMI) with Ref. No. 69324/30-06-2016.
This Information Note was prepared and made available in accordance with the provisions of paragraph 4.1.3.12 of the Athens Exchange Rulebook (hereinafter "ATHEX") and specifically paragraph (1c) which refers to the spin-off of listed companies' sector which accounts for at least 30% of its turnover during the last fiscal year, and the relevant provisions of Decision No. 25-17/7/2008 of the ATHEX Board of Directors.
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Responsible persons for preparation of the information note
The following person is responsible for the preparation of the Information Note and the accuracy of the information:
Mr. Ioannis Theonas, Chief Financial Officer, at 33, Amarousiou-Halandriou Av., GR-151 25, Marousi.
Investors may obtain the Information Note during working days and hours from the Company's offices at 33, Amarousiou-Halandriou Av., GR-151 25, Marousi, tel. 210 6787 416 and 210 6787 900. The Information Note is also available on the Athens Exchange's website www.athexgroup.gr, as well as on the Company's website www.cablel.com.
- DESCRIPTION OF THE SPIN-OFF PROCEDURE OF THE SECTOR
- Description of the spin-off procedure of the sector
The Boards of Directors of HELLENIC CABLES S.A. and its wholly-owned subsidiary, non- listed company under the name "SYMM.EP. S.A." decided the spin-off of the industrial sector and part of the commercial sector of HELLENIC CABLES S.A. and its absorption by "SYMM.EP. S.A.
The spin-off and absorption of the sector are carried out in accordance with the provisions of Article 52 of Law 4172/2013 and applicable laws on societes anonyme, on the basis of its assets, as laid down in the transformation Statement of Financial Position as at 31 December 2015.
Note that the spin-off was approved by the general meetings of the companies' shareholders held on 8.6.2016, and was completed once the relevant entry in GEMI was made (Ref. No. 43411/01-07-2016).
Once the absorption of the sector is completed, the absorbing company shall automatically be vested, without any other formalities and in accordance with the law, with all rights, obligations and legal relationships of the contributor, which are related to the contributed sector.
The contributor transfers all assets of the above sector (assets and liabilities) to the company absorbing the sector, based on its Statement of Financial Position, which is laid down in the transformation Statement of Financial Position as at 31 December and as such assets were established up to the time the absorption was legally completed. The absorbing company acquires exclusive ownership, possession and enjoyment and becomes exclusive beneficiary of each and every asset item of the contributor's above sector.
As of 01.01.2016, i.e. the day following the transformation Statement of Financial Position on the basis of which the sector is contributed and absorbed and up to the date the absorption will be completed, all acts and transactions of the contributor with respect to the sector shall be accounted as being carried out on the contributor's behalf while the financial results generated during such period shall benefit or be charged to the same.
Hellenic Cables SA published this content on 16 August 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 14 September 2016 12:30:02 UTC.
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