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Viohalco S.A. M&A Activity 2016

Feb 17, 2016

4023_rns_2016-02-17_36ebb7e6-03c1-475d-ad47-a8aa0c94d51a.pdf

M&A Activity

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PRESS RELEASE OF VIOHALCO S.A

Brussels, 17 February 2016

The enclosed information constitutes regulated information as defined in the Belgian Royal Decree of 14 November 2007 regarding the duties of issuers of financial instruments which have been admitted for trading on a regulated market.

Timeline of the completion of the cross-border merger

In accordance with the common draft of the cross border merger terms, as published on the website of Viohalco SA, a public limited liability company incorporated under Belgian law (hereinafter referred to as "Viohalco") the shareholders of the absorbed companies, i.e. Elval Holdings Société Anonyme (hereinafter "Elval"), Diatour, Management and Tourism Société Anonyme (hereinafter "Diatour"), Alcomet Copper and Aluminium Société Anonyme (hereinafter "Alcomet") and Eufina Société Anonyme (hereinafter "Eufina" and together with Elval, Diatour and Alcomet, the "Absorbed Companies") have been provided with an option with regard to the delivery of the whole number of the new shares that will arise as a result of the cross-border merger between the Absorbed Companies and Viohalco as absorbing company. Namely the shareholders of the Absorbed Companies have been provided with the right to elect, by submitting a special form of declaration to the respective Absorbed Company, to receive their new shares in Viohalco through a custodian other than the Hellenic Central Securities Depository S.A. (hereinafter the "AthexCSD"). Viohalco announces that, as of the date of this announcement, the above mentioned election form for the declaration of the relevant election right by the shareholders has been published on the website of Viohalco and Elval (www.viohalco.com, www.elval.gr, ), and has been made available to the shareholders of Alcomet, Diatour and Eufina. The period for exercising the election right has been set as starting from 18 February 2016 and expiring on 29 February 2016.

The indicative timeline of the steps linked to the completion of the cross-border merger and the delivery of the new shares of Viohalco to the shareholders of the Absorbed Companies is set forth in the table below:

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Expected Date Action
18.02.2016 -Extraordinary General Meeting of Shareholders of Elval,
Alcomet and Diatour on the approval of the cross-border
merger*
-Start of election period for the delivery of the new shares
of Viohalco.
*The cross-border merger has also been approved by the
Extraordinary General Meeting of Shareholders of Eufina on
the 4th February 2016.
24.02.2016 Pre-merger certificate issued by the Greek Ministry of
Economy, Infrastructure, Marine and Tourism.
25.02.2016 -Submission to the Athens Stock Exchange of an application
regarding the suspension of trading in respect of the shares
of Elval
-
Last trading date of the shares of Elval
on the Athens Stock
Exchange and OTC trading.
26.02.2016 -
Suspension of trading for the share of Elval.
-Signing of Belgian notarial deed for the completion of the
cross-border merger.
29.02.2016 End of the election period.
04.03.2015 Delivery of the new shares of Viohalco to the
shareholders
of the Absorbed
Companies,
either through the AthexCSD or
through a different custodian based on the exercise (or not)
of their election right.
07.03.2016 Start
of
trading
of
the
new
shares
of
Viohalco
simultaneously on Euronext Brussels and the Athens Stock
Exchange.

The above mentioned dates are only indicative and may be amended.

About Viohalco

Viohalco is the holding company of various metal processing companies in Europe, based in Belgium. With production facilities in Greece, Bulgaria, Romania, Russia, FYROM and the United Kingdom, Viohalco's subsidiaries specialise in the manufacture of aluminium, copper and cables, and steel and steel pipes products, generating an annual revenue of EUR 2.9 billion. In addition, Viohalco and its companies own substantial real estate properties in Greece and have redeveloped some of its properties as real estate development projects. For more information about our company, please visit our website at www.viohalco.com.

*