Draft Merger Agreement
06 Juni 2003 - 11:34AM
UK Regulatory
RNS Number:0076M
Alpha Bank A.E.
06 June 2003
SUMMARY OF THE DRAFT MERGER AGREEMENT OF "ALPHA BANK AE"
BY ABSORPTION OF "ALPHA ROMANIAN HOLDINGS COMPANY AE"
"ALPHA BANK A.E.", (with registered seat in Athens, 40 Stadiou Street),
registered in the Companies' Register with the number 6066/ 06/ B/ 86/ 05,
announces that, on May 9 2003, a Draft Merger Agreement was signed between the
credit institution
"ALPHA BANK AE" and "ALPHA ROMANIAN HOLDINGS COMPANY AE" for the merger by
absorption of the latter by the former, which (draft merger plan) has been
submitted to the formalities of articles 69 (3) and 7b of codified law 2190/
1920.
The Draft Merger Agreement is summarized as follows:
1. The societe anonyme "ALPHA BANK A.E." (hereinafter the "Absorbing
Company") and the societe anonyme "ALPHA ROMANIAN HOLDINGS COMPANY AE"
(hereinafter the "Absorbed Company") shall merge by absorption of the
latter by the former, in accordance with the provisions of arts. 68(2),
and 78 of codified law 2190/1920, 1 through to 5 of law 2166/1993 and 16
(18) and (5) of law 2515/1997, as in force, to the terms, conditions and
formalities (of which laws) they submit.
2. The merger of the two companies (hereinafter the "Merging Companies")
shall be conducted by the consolidation of the assets and liabilities of
the Merging Companies, as they appear on balance sheets as at 31 March
2003, drawn up for this purpose, and the assets and liabilities of the
Absorbed Company shall be consolidated into the assets and liabilities
of the Absorbing Company. Upon completion of the merger process, the
Absorbed Company shall be dissolved, without liquidation, its shares
shall be cancelled, and all its assets and liabilities shall be
transferred to the Absorbing Company, which hence shall substitute, as
if by universal succession, the Absorbed Company in all its assets,
liabilities and obligations.
3. The Absorbing Company holds the entire share capital, that is 100% of the
paid in share capital of the Absorbed Company, and consequently, by the
time the merger is concluded, the Absorbing Company, in accordance with
articles 16 and 75 (4) of codified law 2190/1920, will not be obliged to
issue new shares in exchange with the outstanding shares of the Absorbed
Company, due to the merger. In the same way, neither the share capital,
nor the number and the nominal value of shares of the Absorbing Company
change.
4. All acts conducted by the Absorbed Company after 31 March 2003 shall be
deemed to be conducted on behalf of the Absorbing Company, to the books
of which the relevant amounts shall be transferred en block upon filing
the decision approving the merger in the Companies' Register.
5. There exist no shareholders of the Absorbed Company who may have special
rights and prerogatives, nor persons having securities other than
shares.
6. The Articles of Association and the decisions of the General Meetings of
the Merging Companies do not provide for special prerogatives of the
Board of Directors and the statutory auditors, nor such prerogatives are
granted by this merger.
The above terms of the Draft Merger Agreement are conditional on receiving the
approvals and consents prescribed by law and meeting the other formalities.
Athens, June 5 2003
ALPHA BANK A.E.
This information is provided by RNS
The company news service from the London Stock Exchange
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