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Teraplast SA M&A Activity 2020
2298_iss_2020-02-11_ed0ebd9b-b191-44a8-a178-d39e1112d36e.pdf
M&A Activity
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CURRENT REPORT
In accordance with Law no. 24/2017, and FSA Regulation nr.5/2018
Date of the report: 11th February 2020 Name of the issuing company: TERAPLAST S.A. Registered office: village Saratel, Sieu-Magherus commune, DN 15A, km 45 + 500, county Bistrita-Nasaud Phone number: 0263/238.202 Fax number: 0263/231.221 Trade Register No.: J06/735/1992 VAT number: RO3094980 Subscribed and paid-up share capital: RON 133,780,650.8 Regulated market for shares admitted to trading: Bucharest Stock Exchange, standard cat., symbol TRP
Important events to be reported:
Approval of the merger between the subsidiaries Teraplast Recycling S.A. and Politub S.A., through absorption by Teraplast Recycling S.A. of Politub S.A.
The Board of Directors of TERAPLAST S.A., with the registered office sat Săraţel, comuna Șieu-Magheruș, DN 15A, km 45+500, județul Bistriţa-Năsăud, registered at the Trade Register Office under number J06/735/1992, VAT number 3094980, has approved in the session of 10th February 2020, as majority shareholder of subsidiaries Teraplast Recycling S.A. and Politub S.A., the participation of the two companies in the extraordinary general meeting dated 11.02.2020 and the agenda of these meetings, voting favourably for the approval of the merger between the company Teraplast Recycling S.A. and the company Politub S.A., through the absorption by Teraplast Recycling of Politub S.A., as provided by Article 238 paragraph 1 a) of Law no. 31/1990 – Company law, republished with subsequent amendments.
In accordance with the Merger Project dated 10.12.2019, endorsed by Manager of Bistrița Năsăud Trade Register Office, published on 23.12.2019 on the web pages of the companies involved in the merger, www.trprecycling.ro, www.teraplastrecycling.com and www.politub.ro, section Merger between the company Teraplast Recycling S.A. and the company Politub S.A., (http://www.trprecycling.ro/fuziunea-dintre-societatea-teraplast-recycling-sa-sisocietatea-politub-sa/,
https://teraplastrecycling.com/fuziunea-dintre-societatea-teraplast-recycling-sa-si-societatea-politub-sa/, http://www.politub.ro/fuziunea-dintre-societatea-teraplast-recycling-sa-si-societatea-politub-sa/) and on 30.12.2019
| TERA | TeraPlast | TeraSteel | TT TeraGlass | |
|---|---|---|---|---|
| PLAST | TeraPlast® | TeraSteel | wetterbest | TeraPlast Recycling |
| GROUP I | Hungary | Serbia |
on the website of the National Trade Register Office, the merger is based on the financial statements of the two involved companies audited on 30.06.2019.
As a result of the merger, the absorbed company Politub S.A will be dissolved without liquidation, and will be stricken off, and its assets will be transferred as a whole to the absorbing company Teraplast Recycling S.A., in exchange of awarding to the shareholders of Politub S.A. new shares issued by Teraplast Recycling S.A., in accordance with the exchange ratio established by the Merger Project.
Teraplast Recycling SA will continue to exist in the actual legal form, maintaining its current registered office and the main business activity.
Teraplast Recycling S.A. will acquire all the rights of the absorbed company and, at the same time, will be held liable for the obligations of the absorbed company.
The decisions of the Extraordinary General Meetings of the shareholders of the companies Teraplast Recycling S.A., and Politub S.A. respectively, on the approval of the merger adopted on 11.02.2020 shall be submitted at the Trade Register Office attached to Bistrita-Năsăud Court, the competence for verifying the lawfulness of the merger decisions belonging to the court.
The merger will come into force only on the date on which the latest decision of the General Meeting of the Shareholders approving the merger will be recorded with the Trade Register, according to art. 249 letter (b) of Law no. 31/1990 – Company law, republished with subsequent amendments.
Chairman of the Board of Directors
Dorel Goia
For additional information please contact us at the phone number +4 0741 270 439, e-mail: [email protected], contact person Alexandra Șica – Manager PR.
