Investor Relations - 24.05.2018

Structural measures for access to lignite - Spin-off of lignite fired generation segments of PPC

Announcement
 
PPC S.A. announces that, its Board of Directors in its meeting held on 23.05.2018 decided:

- the spin-off of two lignite-fired generation Segments of PPC S.A. and the related assets, liabilities and human resources, under Law 4533/2018 and Laws 2166/1993 and 2190/1920 as in effect, the approval of all actions insofar concerning the above mentioned spin – off, as well as the acceptance of 13,200,000 new registered shares issued by the company to be incorporated under the trade name “MELITI LIGNITE ENERGIAKI SOCIETE ANONYME”, of a nominal value of € 4.00 each, and of the 24,782,500 new registered shares issued by the company to be incorporated under the trade name “MEGALOPOLI LIGNITE ENERGIAKI SOCIETE ANONYME”, of a nominal value of € 4.00 each, which grant to the contributing company, PPC S.A., the right to participate in the profits, in return for the aforementioned spin-off and contribution of each Segment.

- The approval of:

- the Financial Statements as of 31.03.2018 of the two lignite fired generation Segments of PPC S.A. in Megalopolis and Meliti, including the assets and activities of PPC and the related assets, liabilities and human resources, according to the provisions of Law 4533/2018 (O.G. A’ 75/27.04.2018) and their contribution to the new companies to be established according to Law 4533/2018. The segments to be spun off represent approximately 5% of the Group’s Turnover compared to the 30% threshold set by the ATHEX Stock Exchange Rulebook and therefore the two segments to be spun off do not fall under the provisions for the mandatory issuance of a relevant prospectus.

- the Assurance Reports of the book value of the Megalopoli and Meliti Segments’ assets and liabilities, dated 23.5.2018, prepared by the Certified Public Accountants - Auditors.

- the Draft Spin-off Terms dated 23.5.2018, for the spin-off of the PPC S.A. lignite-fired generation Segments of Megalopoli and Meliti, which include the individual terms for the issuance of the shares for the contribution of PPC S.A. Segments, in compliance with Laws 4533/2018, 2166/1993 and 2190/1920, as in effect. 

- the 23.05.2018 Executive Summaries of the Board of Directors to the Shareholders’ Meeting of PPC for the Draft Spin – Off Terms.

- The approval of the Draft Articles of Incorporation of the two (2) new companies to which the PPC S.A. Segments will be contributed.

- The approval of the Invitation for the Expression of Interest for an open international tender, according to the provisions of art. 3 L. 4533/2018. 

Athens, May 24, 2018

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