|
|
|
|
CARDASSILARIS & SONS - CARDICO S.A.
|
Announcement
|
|
September 28, 2007 For the purpose of informing and facilitating the investing public, CON. CARDASSILARIS & SONS S.A. - CARDICO DRIED FRUIT INDUSTRY (henceforth referred as "the Company" or "the issuer") notifies information regarding the obligation and the disclosure procedure of significant participations, as per the provisions of L.3556/2007 (henceforth referred to as "the law"), the provisions of decision no. 1/434/3.7.2007 of the Hellenic Capital Market Commission (HCMC) BoD (henceforth referred to as "the decision") and the relevant specifications of the interpretation of circular note 33 of the HCMC (henceforth referred to as "the circular note"). I. PERSONS LIABLE FOR THE DISCLOSURE OF SIGNIFICANT PARTICIPATIONS OR VOTING RIGHTS: As per article 14 par. 2 of the law, it is an individual obligation: (a) for every shareholder of the company, whose shares are listed in an organized exchange, which acquires or disposes shares incorporating voting rights, and as a result of the acquisition or the disposal, the voting right he possesses reaches, exceeds or goes below the limit of 5%, 10%, 15%, 20%, 25%, 1/3, 50% and 2/3, or , as long as he possesses more than 10% of the voting rights, he shows a change equal to or higher than 3% of the total voting rights of the issuer (as per article 9 of the Law), (b) for every person (shareholder or non) who has the right to acquire, dispose or exercise one's voting right of the same company and as a result of the acquisition or the disposal or the exercise of these, the voting rights he possesses reaches, exceeds or goes below the limit of 5%, 10%, 15%, 20%, 25%, 1/3, 50% and 2/3, or, as long as he possesses higher than 10% of the voting rights, he shows a change equal to or higher than 3% of the total voting rights of the issuer (as per article 10 of the Law) and (c) every person who is entitled to acquire or dispose, directly or indirectly through a third person securities, under the condition that: (i) securities provide the right to acquisition of shares that incorporate voting rights, (ii) the as above (i) shares have already been issued by an issuer whose shares have been listed for trading in an organized market and (iii) the as above (i) acquisition right may be exercised under the shares' owner exclusive initiative and on the basis of official agreement (as per article 11 of the Law), to inform respectively the issuer and the Hellenic Capital Market Commission. of paragraph 1 of article 11 of the Law are fulfilled. holding a percentage of voting rights higher than 10%, if this percentage increases or decreases by 3% or more than 3% of the total voting rights of the Company, have a personal obligation to notify the above events to the Company and to the Hellenic Capital Market Commission. It is noted that: (a) the above mentioned obligation notification is valid in any case that the percentage voting right reaches, exceeds or goes below the as above thresholds as a result of company information that change the distribution of the voting rights and (b) for the estimation of the above thresholds the acquired or disposed voting rights by a shareholder are accumulated in accordance with article 9 of the Law, with the voting rights that is entitled to acquire, dispose or exercise in accordance with article 10 of the Law, as well as with the voting rights that is entitled to acquire through securities, in accordance with article 11 of the Law. The Company, as per article 9 par. 5 of the law, for the calculation of the above limits, publicized the total number of voting rights and its share capital with its announcement as of 28.09.2007, which is posted on the Company website (www.cardico.com). More detailed information is mentioned in articles 9 up to 14 of the law, in chapter C under the title "OBLIGATIONS FOR CONSTANT INFORMING OF THE INVESTMENT LAW", and in the decision, which have been posted on the HCMC website (www.cmc.gov.gr). It is pointed out that as of 30.06.2007 (date of law application), and a maximum of three (3) months from this date, that is until the 30.09.2007, the persons liable who posses significant participation of the voting rights, shareholders or not, are obliged to inform the issuer of the percentage they possess of the voting rights and of the share capital, as per articles 9 and 10 of the law, unless they have proceeded with the particular informing before this date as per the initially valid Presidential Decree (PD) 51/1992. This obligation is valid regardless the provision of article 14 of the Law. II. PROCEDURE AND TIME FOR SUBMITTING THE NOTIFICATION - COMPETENT AUTHORITIES: 1. The above mentioned obligors for notification, in accordance with articles 9, 10 and 11 of the Law, must notify any significant change of their holding in the voting rights of the Company, simultaneously to the Company and the Hellenic Capital Market Commission as soon as possible and in any case, the latest within three (3) trading days, the first day of which being the next day after the date on which the obligor: a) is informed of the acquisition of or the disposal of voting rights or of the right to exercise voting rights, or b) taking into account the circumstances each time, the obligor should have been informed of the acquisition or the disposal or the right to exercise the voting rights, irrespective of the date on which the actual acquisition or disposal or the right to exercise the voting rights actually took place, or c) is informed of an event mentioned in article 9 paragraph 3 of the Law, which changes the distribution of the voting rights. The Hellenic Capital Market Commission publishes on its website (www.cmc.gov.gr) the trading calendar of regulated markets that are located or operate in Greece. To the extent that the above information may be considered as privileged, the obligor must act with the required diligence in monitoring the orders given for the execution of the transactions and take the necessary measures, in order to be informed in due time whether they were executed or not and accordingly to proceed with their notification. 2. The notification includes the following information: a) the percentage of voting rights held pursuant to the acquisition or the disposal, b) the chain of the controlled companies through which the voting rights are essentially held, as the case may be, c) the date on which the percentage of the voting rights reached, exceeded or went below the above mentioned thresholds mentioned in the paragraphs 1 and 4 of article 9 of the Law, and d) the identity of the shareholder, even if such shareholder does not have the right to exercise the voting rights in accordance with article 10 of the Law, as well as the identity of the person who is entitled to exercise the voting rights on behalf of the said shareholder. 3. The simultaneous notification to the Company and to the Hellenic Capital Market Commission is made by submitting to both of them the respective Notification Form, a specimen of which is being posted on the Hellenic Capital Market Commission website (www.cmc.gov.gr) both in English and in Greek. The Annex attached to the specimen, is to be filled in by the obligors with their personal details and to be submitted only to the Hellenic Capital Market Commission. When filling in the Annex, it is recommended that, in addition to what is already mentioned there, the obligor mentions his/her father's name. It is noted that the obligor is liable for the accuracy of the notification and for any mistakes or omissions in it. Furthermore, it is highlighted that the notification form must be submitted to the Company and to the Hellenic Capital Market Commission dully executed (signed). The notification form is dully signed when bearing the signature of the obligor or of any other legally authorized person. In case the obligor is a legal entity, the notification form is signed by its legal representative. In any case, along with the notification form the respective authorization documents must be also submitted to the Company and to the Hellenic Capital Market Commission. Such documents remain in force until they are revoked. The dully signed Notification Form is submitted: a) As far as it concerns the Company, at its offices (2nd klm. Regional ave. of Shimatari Enoe, P. C. 320 09, Shimatari Viotias) to the attention of Investor Relations Department and Corporate Announcements (telephone number + 30-22620 47700), during working days and hours, bearing the note "Notification of significant change in voting rights in accordance with the Law 3556/2007". In order to facilitate the shareholders, the notification form can be sent by fax at number + 30-22620 57112, with an attached cover page that will mention the details of the sender, his/her signature, a contact number and the number of the pages sent. The obligor is responsible for the successful transmission of the documents and their delivery to the competent Investor Relations Department and Corporate Announcements. b) As far as it concerns the Hellenic Capital Market Commission, at its central protocol service (1, Kolokotroni and Stadiou Street, post code 105 62, Athens, Greece), addressed to the Department of Public Offerings and Supervision of Listed Companies, bearing the note "Notification of Significant Change in voting rights in accordance with the Law 3556/2007". The submission can be also made by sending a fax at number +30-210-33.77.243. In such case, the notification form must be attached to a cover page mentioning the details of the sender, his/her signature, a contact number and the number of the pages sent. The obligor is responsible for the successful transmission of the documents and their delivery to the competent protocol service. In any case, the competent authority for supervising the obligation for notification is the Hellenic Capital Market Commission. III. SANCTIONS: It is noted that, according to article 26 of the Law, in case the provisions of the Law and the decisions issued thereupon are violated, the Hellenic Capital Market Commission can either address a reproach or impose a fine up to euro 1,000,000. In the same article of the Law the factors taken into account for the fine admeasurements are referred. Furthermore, the Hellenic Capital Market Commission imposes fine of 3,000 Euro to 500,000 Euro to every person who: (a) obstructs with any means the exercise of the Hellenic Capital Market Commission s authorities in the framework of the current Law or (b) denies or obstructs the provision to the Hellenic Capital Market Commission of information or documents or provides, in his awareness, false information or conceals true information, as in accordance with paragraph 2 of article 23. For further information, shareholders may contact the Company's "CON. CARDASSILARIS & SONS S.A. - CARDICO" Investor Relations Department and Corporate Announcements during working days and hours at telephone number: + 30-22620 47700. Person in charge is Mrs. Eleni D. Karanasou.
|
|
|
|
|
|
|