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DELTA ICE-CREAM S.A.
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Public Offer
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June 14, 2006 Nestle Hellas S.A., a Greek societe anonyme with Corporate Registration Number 7810/01AT/B/86/ and registered seat at the Municipality of Maroussi, having its registered office at 4 Patroklou street, Maroussi, Attiki, (the "Offeror") makes this mandatory public offer in accordance with article 7, para. 1 of Law 3461/2006 (the "Law") (the "Public Offer") to holders of common bearer shares, each having a nominal value of euro 0.60, (the "Shareholders" and the "Shares", respectively) of "DELTA Ice-Cream S.A.", a Greek societe anonyme with Corporate Registration Number 10110/06/B/86/42 at the Companies Registry of the Ministry of Development and registered seat at the Municipality of Tavros (the "Target Company"). The Shares are listed and traded on the Athens stock exchange ("ATHEX"). NBG International Limited is acting as the Offeror's advisor (the "Advisor") for the Public Offer, in accordance with article 12 of the Law. The Advisor is incorporated and registered in England and Wales with registered number 3226968. The Advisor’s registered office is at Old Change House, 128 Queen Victoria Street, London EC4V 4BJ. The Advisor is regulated by the Financial Services Authority in the United Kingdom. On 19 December, 2005 the Offeror announced that it had reached agreement with Delta Holdings S.A. on the acquisition of a majority stake in the Target Company by the Offeror. On 31 May 2006, the Offeror acquired twenty million three hundred and sixty one thousand three hundred and sixty five (20,361,365) Shares, which represent approximately 96.53% of the Target Company’s total paid-up share capital and voting rights as at the above date. As at 13 June 2006, the Offeror held directly twenty million three hundred and sixty one thousand three hundred and sixty five (20,361,365) Shares, which represent approximately 96.53% of the Target Company’s total paid-up share capital and voting rights as at the above date. As at the above date, neither the Offeror nor any affiliate held, directly or indirectly, any other Shares, according to par. 1 and 2 of article 7 of the Law. The Public Offer is for all Shares which were not held directly by the Offeror as at 13 June, namely seven hundred thirty one thousand sixty five (731,065) Shares, which represent approximately 3.47% of the Target Company’s total paid-up share capital and voting rights at that date (the “Public Offer Shares”). The share capital of the Target Company does not include another category of shares. The Offeror intends to acquire the Public Offer Shares together with existing and future rights deriving therefrom, provided that the Public Offer Shares and such rights are free and clear of all encumbrances, pledges, mortgages, restrictions, liens, charges or other third party rights. In accordance with article 9 of the Law the Offeror offers to pay euro6.63 in cash for each Public Offer Share for which the Public Offer is validly accepted (the “Offer Price”). The Offeror will assume the payment of the 0.06% clearance duty levied on the off-exchange transfer of the Public Offer Shares tendered instead of the accepting Shareholders who will, therefore, receive the full amount of the Offer Price. IMPORTANT NOTICE The Mandatory Public Offer is being made to the shareholders of the Target Company, in accordance with the procedure set forth in the Law, and is only addressed to persons to whom it may lawfully be made. The Mandatory Public Offer is not being made by any means or instrumentality, directly or indirectly, in or into the United States, Canada, Australia or Japan. Accordingly, copies of this information circular and any related offer documents or materials are not being, and should not be, mailed or otherwise forwarded, distributed or sent by anybody in, into or from the United States, Canada, Australia or Japan.
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