Cenergy Holdings SA, a Belgian public limited liability company, has announced that a cross-border merger by absorption by Cenergy Holdings SA of the Greek listed companies Corinth Pipeworks Holdings S.A. and Hellenic Cables S.A. Holdings Société Anonyme, has been approved by the shareholders’ meeting of Cenergy Holdings SA on December 7, 2016 and by the shareholders’ meetings of the two absorbed companies on December 8, 2016.
As a result of the cross-border merger, all assets and liabilities of Corinth Pipeworks Holdings S.A. and Hellenic Cables S.A. Holdings Société Anonyme, will be transferred to Cenergy Holdings SA and all operations of the absorbed companies carried out from August 1, 2016 will be considered, for accounting and tax purposes, as carried out for the account of Cenergy Holdings SA.
As a consideration for the transfer of the assets and liabilities of Corinth Pipeworks Holdings S.A. and Hellenic Cables S.A. Holdings Société Anonyme, the shareholders’ meeting decided to increase the share capital of Cenergy Holdings SA by the amount of EUR 117,830,672.38, in order to increase the total share capital from EUR 61,500 to EUR 117,892,172.38, through the issuance of 190,135,621 shares of Cenergy Holdings SAand bring the total number of shares to 190,162,681 shares.
According to the draft terms of cross-border merger, the exchange ratio of the shares of the companies involved in the cross-border merger, on the basis of the valuation of such companies adopted by the boards of directors of Cenergy Holdings SA, Corinth Pipeworks Holdings S.A. and Hellenic Cables S.A. Holdings Société Anonyme, corresponds to one Cenergy Holdings SA share for:
(i) 1 share ofCorinth Pipeworks Holdings S.A.; and
(ii) 0.447906797228002 share of Hellenic Cables S.A. Holdings Société Anonyme.
Timeline of the completion of the cross border merger
In accordance with the draft terms of cross-border merger, the shareholders of Corinth Pipeworks Holdings S.A. and Hellenic Cables S.A. Holdings Société Anonyme have an option to elect receiving their whole new shares in Cenergy Holdings SA through a custodian other than the Hellenic Central Securities Depository S.A. (AthexCSD), by submitting a special form of declaration. Cenergy Holdings SA announces that, as of the date of this announcement, such election form of declaration has been published on the website of Cenergy Holdings SA (www.cenergyholdings.com) and the absorbed companies (www.cpw.gr and www.cablel.com). The period for exercising the election right has been set as starting from December 8, 2016 and expiring on December 16, 2016.