Approval of draft of the Demerger

ALPHA TRUST Mutual Fund and Alternative Investment Fund Management S.A. (the “Company” or “Demerged”) informs the investors that the Board of Directors of the Company decided on 29.09.2023 to approve the draft of the demerger of the Company by way of a spin-off and the establishment of a new company (the "Beneficiary"), pursuant to Articles 57 par. 3 and 59 to 74 of the Law 4601/2019 and article 52 of Law 4172/2013, as in force.

In particular, the demerger concerns the spin-off of its mutual fund and alternative investment fund management business as well as its portfolio management, advisory and order reception and transmission services business, the assets and liabilities of which are included in the balance sheet of the spin-off business dated 04.09.2023.

All actions of the Demerged concerning the spin-off business as of the 5th of September 2023 are considered, from an accounting perspective, to be carried out on behalf of the Beneficiary, as provided for in articles 59 par. 2(e) and 70 of Law 4601/2019.

Upon completion of the demerger, through the registration of the relevant approval decision of the competent authority with the General Commercial Registry, the following results shall occur:

  • the Beneficiary is established by virtue of the Articles of Association, which will be approved by the Extraordinary General Meeting of Shareholders of the Demerged and will be included in the final deed of demerger, which will be in the form of a notarial deed,
  • the Demerged becomes a shareholder of the Beneficiary by taking up all the issued shares of the Beneficiary and in particular one hundred and sixty thousand (160.000) common registered shares of nominal value ten euros (10 €) each and
  • the Beneficiary shall be substituted as universal successor to the whole of the property transferred to it (assets and liabilities), as it is reflected in the balance sheet of the spin-off business and as it will be formed up to the date of completion of the demerger.

Following the completion of the demerger, the Demerged will remain listed on the Main Market of the Athens Stock Exchange, maintaining its investor relations services, its share registry services and its regulatory and statutory required internal audit and compliance services, as well as will continue to operate with the assets that will remain with it.

The completion of the demerger is subject to the approval of the General Meeting of the Company's shareholders, as required by law, as well as the receipt of all other necessary approvals.

The Company will inform investors, according to the applicable laws, of the progress of the spin-off process.

 Τhe draft of the demerger was registered with General Commercial Registry and published in its website on 03.10.2023 as well as in Company’s website (https://www.alphatrust.gr/ependutikes-sheseis/etairikes-praxeis/aposhisi-2023 ).

 

Kifissia, October 3rd, 2023