JUMBO SOCIETE ANONYME (Jumbo) announces to the investment community, that on March 4, 2016, the boards of directors of Jumbo and the non listed company «TANOCERIAN COMMERCIAL AND INVESTMENT S.A.» (Tanocerian), which owns 26,72% of the share capital and the voting rights of Jumbo, decided to proceed with a merger by absorption of Tanocerian by Jumbo, in accordance with the provisions of articles 69-77Α of C.L. 2190/1920 and articles 1-5 of law 2166/1993, as in force. Tanocerian has no production activity.
The above merger will result to the simplification of the shareholding structure of Jumbo by making it more transparent, taking into account the size of Jumbo and its extensive shareholding basis comprised particularly of Greek and foreign institutional investors, whereas the above corporate action is in line with the already expressed desire of the Company for its evolvement into an international group of companies.
More specifically, on March 4, 2016, the Boards of Directors of the above companies:
1) decided to initiate the procedure for the merger by absorption of Tanocerian by Jumbo,
2) decided to proceed with the drafting of the merger terms and the relevant reports of the boards of directors on the merger,
3) set 7/3/2016 as date of the transformation balance sheet,
4) assigned Georgios Deligiannis, chartered auditor with registry no. 15791, member of the audit company “Grant Thornton”, the drafting of a report for the ascertainment of the book value of Tanocerian, in accordance with article 3§2 of law 2166/1993,
5) assigned “PKF Euroauditing S.A.” the drafting of a valuation report for the merging companies in accordance with article of the Athex Rulebook.
The materialization of the merger is subject to the relevant corporate resolutions on the finalization of the procedure and the approval of the merger as well as to the relevant approvals by the competent authorities.
Jumbo undertakes to keep the investment community informed on the progress of the relevant procedure and to proceed to all necessary actions in accordance with the applicable company and stock exchange legislation.