December 29, 2006 The company announces that according to article 10, paragraph 1 of law 3340/2005 and the article 2 of Decision 3/347/12.07.2005 of the Board of Directors of Capital Markets Committee, today at 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 SA, FANCO SA, RODOPI SPINNING SA, and GALLOP SA. All these companies are absorbed from NAOUSSA SPINNING SA, as approved by the shareholders general meetings of the absorbed companies in 12.09.2006.
Also, in 29.12.2006 the decision Κ2-13910 of Ministry of Development was 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 Article 314 of Athens Exchange regulation for equal shareholders policy, the listing of NAOUSSA SPINNING SA ceases as well.
Shareholders of FANCO SA after the closing of Athens Exchange in 29.12.2006, together with shareholders of RODOPI SPINNING SA and GALLOP SA are going to receive new shares of NAOUSSA SPINNING SA which will be issued following the merger. The terms of share exchange process per company according to the relevant decisions of the shareholders general meetings have as follows:
1. Every shareholder of NAOUSSA SPINNING SA exchanges one common registered share with voting rights and nominal value of 0.30 Euros with 0.65 new common registered shares with voting rights and nominal value of 0.50 Euros. This means that NAOUSSA SPINNING SA shareholders of 29.12.2006 are going to receive in total 70,945,000 x 0.65 = 46,114,250 new stocks with nominal value of 0.50 each.
2. Every shareholder of FANCO SA exchanges one common registered share with voting rights and nominal value of 0.30 Euros of FANCO SA with 0.25 new common registered shares with voting rights of NAOUSSA SPINNING SA and nominal value of 0.50 Euros. This means that FANCO SA shareholders of 29.12.2006 are going to receive in total 8,793,732 x 0.25 = 2,198,433 new stocks with nominal value of 0.50 each (after the cancellation of the participation of NAOUSSA SPINNING SA in FANCO SA).
3. Every shareholder of RODOPI SPINNING SA exchanges one common registered share with voting rights and nominal value of 29.46 Euros of RODOPI SPINNING SA with 35.93027888 new common registered shares with voting rights of NAOUSSA SPINNING SA and nominal value of 0.50 Euros. This means that RODOPI SPINNING SA shareholders of 29.12.2006 are going to receive in total 14,056 x 35.93027888 = 505,036 new stocks with nominal value of 0.50 each (after the cancellation of the participation of NAOUSSA SPINNING SA in RODOPI SPINNING SA).
4. Every shareholder of GALLOP SA exchanges one common registered share with voting rights and nominal value of 1.56 Euros of GALLOP SA with 5.08234621 new common registered shares with voting rights of NAOUSSA SPINNING SA and nominal value of 0.50 Euros. This means that GALLOP SA shareholders of 29.12.2006 are going to receive in total 89,148 x 5.08234621 = 453,081 new stocks with nominal value of 0.50 each (after the cancellation of the participation of NAOUSSA SPINNING SA in GALLOP SA).
