ALFA-BETA VASSILOPOULOS S.A.

Transcription

1 ALFA-BETA VASSILOPOULOS S.A. INFORMATION MEMORANDUM On the Acquisition of % of the Company PLUS HELLAS E.P.E. & SIA E.E. (renamed HOLDING AND FOOD TRADING COMPANY SINGLE PARTNER LIMITED LIABILITY COMPANY & CO LIMITED PARTNERSHIP, pursuant to Law 3190/1955) in accordance with article 287 of the Athens Stock Exchange Regulation Athens, July

2 CONTENTS 1. General The Purpose of Drafting this Information Memorandum Persons Responsible for Drafting the Information Memorandum Statutory Auditors 4 2. Acquisition Description & Terms of the Acquisition Information on the criteria determining the price Method of Payment of the Price Financing of the Acquisition Reference to Matters of the Competition Commission Effects on the Financial State of the Company 8 3. Pre-existing Ties between the Companies 9 4. Information on the Purchasing Company ALFA-BETA VASSILOPOUOS S.A General Information Brief History Description of the Company s Scope of Activities Sales and Distribution Network Shareholder Composition Development of Share Capital Members of Administration, Management or Supervisory Bodies Information on the Acquired Company General Information Objective Brief History of the Acquired Company Scope of Activities Shareholder composition Development of Share Capital Shareholder composition before the Acquisition Shareholder composition after the Acquisition Board of Directors Administrators before the Acquisition Administrators after the Acquisition 21 2

3 5.6 Holdings of the BoD Members and Majority Shareholders in the Management or Capital of other Companies Historical Financial Data of the Acquired Company for the Fiscal Years Turnover Evolution Assets structure and financial position Appendix 31 3

4 1. General General 1.1 The Purpose of Drafting this Information Memorandum This Information Memorandum is being issued for the purpose of providing comprehensive and accurate information to shareholders and investors, as well as to the Board of Directors of the Athens Stock Exchange regarding the agreement for the acquisition of the company known as HOLDING AND FOOD TRADING COMPANY SINGLE PARTNER LIMITED LIABILITY COMPANY & CO LIMITED PARTNERSHIP (former PLUS HELLAS E.P.E. & SIA E.E.) by the listed company ALFA-BETA VASSILOPOULOS S.A.. It is noted that the acquired company is active in the same sector as the purchasing company, namely the food retail sector. The drafting and distribution of this information memorandum took place in accordance with the provisions of article 287 of the ATHEX Regulation, as well as with decision no. 33/ of the ATHEX BoD. The information memorandum concerns the buyout for the acquisition of control of an unlisted company by a listed one, where the acquisition price exceeds 30% of the listed company s shareholder s equity (point (a) of the above decision of the ATHEX BoD). For further information, investors may visit the offices of ALFA-BETA VASSILOPOULOS S.A. during working hours at 81 Spaton Ave., Gerakas, Attica, tel.: (Head: Ms. Maria Kuhkalani, tel.: ). 1.2 Persons Responsible for Drafting the Information Memorandum The person responsible for drafting the information memorandum and ensuring the accuracy of the data contained therein is Ms Maria Kuhkalani (Financial Director). The Board of Directors hereby declares that the content of this Information Memorandum has been brought to the attention of all of its members, and it certifies, together with the authors, that: a. All the information and facts contained therein are comprehensive and true. b. There is no information and no events have taken place, whose concealment or omission could render the entirety or part of the information and facts included in the Information Memorandum as misleading. Interested parties may obtain the Information Memorandum from the Company s registered offices (81 Spaton Ave., Gerakas, Attica). 1.3 Statutory Auditors ALFA-BETA VASSILOPOULOS S.A. is audited by certified public accountants. The audit of both the individual and consolidated financial statements for the years ended 31/12/2005 and 31/12/2006 was conducted by the certified public accountant-auditor Nikolaos Sofianos (Deloitte), Kifissias Ave., Halandri, Institute of Certified Public Accountants of Greece Reg. No The audit of both the individual and consolidated corporate financial statements for the year ended 31/12/2007 was conducted by the certified public accountant-auditor Michalis Hadjipavlou (Deloitte), Kifissias Ave., Halandri, Institute of Certified Public Accountants of Greece Reg. No

5 Pre-existing Ties between the Companies 2. Acquisition 2.1 Description & Terms of the Acquisition The strategy of ALFA-BETA rests on the achievement of a constantly increasing Company value for the shareholders through quantitative and qualitative targets, such as its growth with the intention of achieving national coverage. In this framework, on 1 April 2008 ALFA-BETA VASSILOPOULOS S.A. signed an agreement for the acquisition of 100% of the share capital of the company PLUS HELLAS E.P.E. & SIA E.E. in exchange for the amount of million euros that was paid in full and is subject to contractual adjustments. More specifically, 100% of the share capital was obtained through the direct acquisition of % of the share capital of PLUS HELLAS E.P.E. & SIA E.E. in exchange for the amount of million euros, and the remaining % was obtained through the acquisition of 100% of the share capital of the company PLUS HELLAS E.P.E., a general partner of PLUS HELLAS E.P.E. & SIA E.E., in exchange for the amount of 20,000 euros, which was paid in full. The transfer of the shares was completed following the approval of the merger by the Competition Commission and the obtainment of the necessary licenses concerning the real estate in frontier regions. On the basis of the above, at its meeting held on the Board of Directors of ALFA-BETA VASSILOPOULOS S.A. decided on: The acquisition by the Company of nine hundred and eighty-four thousand, nine hundred and ninety-nine (984,999) equity shares with a nominal value of one hundred euros ( ), issued by PLUS HELLAS E.P.E. & SIA E.E., or a percentage of % of its paid-up share capital, and the acquisition by the company of four hundred (400) equity shares of the company PLUS HELLAS E.P.E., each worth fifty euros ( 50.00), or a percentage of 100% of its share capital; the latter holds an equity share of PLUS HELLAS E.P.E. & SIA E.E. worth 100 euros. The total price for the acquisition of 100% of the paid-up share capital of PLUS HELLAS E.P.E. & SIA E.E., namely 985,000 equity shares, amounts to 69,535, and corresponds to per equity share. The agreement for the acquisition of % of the shares of PLUS HELLAS E.P.E. & SIA E.E. was concluded on the basis of a private agreement for the transfer of equity shares, which was signed on , at which time the amount was paid in full. The agreement for the acquisition of 100% of the shares of PLUS HELLAS E.P.E. was concluded on the basis of a notarial document for the transfer of equity shares, which was signed on , at which time the amount was paid in full. Following the acquisition of the above two companies and by virtue of the provisions of Law 3195/55, the acquired companies were renamed HOLDING AND FOOD TRADING COMPANY SINGLE PARTNER LIMITED LIABILITY COMPANY and HOLDING AND FOOD TRADING COMPANY SINGLE PARTNER LIMITED LIABILITY COMPANY & CO LIMITED PARTNERSHIP respectively. 5

6 Pre-existing Ties between the Companies 2.2 Information on the criteria determining the price The amount for the acquisition of % of the paid-up share capital of PLUS HELLAS E.P.E. & SIA E.E. shall be financed by bank loan. The evaluation of PLUS HELLAS E.P.E. & SIA E.E. was carried out by the purchasing company and was based on the assertion that the company shall remain in operation. This assertion considers that: a. the Management of the Company shall apply only those functional and financial strategies that shall maximise its value, and b. there is no uncertainty as to future events (such as e.g. continual operational losses, especially a weak financial structure) that could question the basic assertion that the company shall continue to operate normally. In the analysis for the evaluation and, consequently, in the determination of the price, the following factors were taken into account: The distribution network and geographic dispersion of the stores of the acquired company. The appraisal of the commercial value of privately owned stores and warehouses. The current financial state and anticipated development of the sector. Its reputation and clientele. Also, by way of example, the analysis included the following: The analysis of the financial statements for the fiscal years from 12/02/2004 to 30/04/2005, from 01/05/2005 to 30/04/2006, and from 01/05/2006 to 30/04/2007. The preparation of budgetary evaluation models based on which the company s value was determined by means of the Discounted Cash Flow Method, in accordance with the strategy of ALFA-BETA VASSILOPOULOS S.A. (no. 1 in the table below). Data was gathered on related companies whose shares are listed, which assisted in determining the value of the company on the basis of the Capital Market Index Method (no. 2 in the table below). Τhe company has not been audited by the tax authorities for all its operating fiscal years. The acquiring company did not assess any tax differences that may arise for the acquired company. It is noted, however, that any tax differences shall be added to the resulting price. Based on the assurances of the acquired company s Management, there are no additional doubtful debts concerning the fiscal year from 01/05/2007 to 31/03/2008. The commercial value of % of the shares of PLUS HELLAS E.P.E. & SIA E.E. by method of evaluation, on 31/12/2007, is as follows: 6

7 Pre-existing Ties between the Companies no. Evaluation Method Estimated Value Weighting (in thousands of Coefficient ) 1 Discounted Cash Flow Method 76, Capital Market Index Method 2.1 Multiple of EBITDA: 8.9x 53, Percentage on sales: 77% 58, Estimated Value of % of the shares of PLUS HELLAS E.P.E. & SIA E.E. Based on the values of each method and the corresponding weighting coefficients, it is estimated that the commercial value of % of the shares of PLUS HELLAS E.P.E. & SIA E.E. on ranges between the figures of methods 1 and 2.2, and amounts to 69,515, Method of Payment of the Price The agreement for the acquisition of % of the shares of PLUS HELLAS E.P.E. & SIA E.E. was established on the basis of a private agreement for the transfer of equity shares, which was signed on , at which time the amount was paid in full. 2.4 Financing of the Acquisition In parallel with the acquisition of PLUS HELLAS E.P.E. & SIA E.E., ALFA-BETA VASSILOPOULOS S.A. is continuing its structural expansion through the operation of new company stores. The structural expansion of the Company shall be financed by own operating funds. For this reason, the amount for the acquisition of % of the paid-up share capital of PLUS HELLAS E.P.E. & SIA E.E. was financed by a short-term bank loan, which following the approval of the Board of Directors on was converted into a corporate bond. Specifically, the amount of the bank loan that covered the price for the acquisition amounted to 80,000, Reference to Matters of the Competition Commission In the framework of the implementation of article 4(b) of Law 703/1977, ALFA-BETA VASSILOPOULOS S.A. has submitted to the Competition Commission a merger notice for the acquisition of % of the shares of PLUS HELLAS E.P.E. & SIA E.E., and the Competition Commission, by means of its decision no. 381/V/2008, approved the merger concerning the acquisition by ALFA-BETA VASSILOPOULOS S.A. of the total number of equity shares of the special partnership PLUS HELLAS E.P.E. & SIA E.E. and PLUS HELLAS E.P.E. 7

8 Pre-existing Ties between the Companies 2.6 Effects on the Financial State of the Company Through the acquisition of PLUS HELLAS E.P.E. & SIA E.E., ALFA-BETA VASSILOPOULOS S.A., already enjoying a prominent position in the retail market, is accelerating the process of its geographic expansion to areas where its presence has been limited to date. Taking into account the fact that ALFA-BETA stores are holding the second place in sales per store in the Greek market, and also that the PLUS HELLAS E.P.E. & SIA E.E. stores shall be renovated and upgraded to the standard of the ALFA-BETA stores, it is believed that the sales of PLUS HELLAS E.P.E. & SIA E.E. stores shall increase accordingly, thus contributing to the increase of the group s total sales. The stores of PLUS HELLAS E.P.E. & SIA E.E. shall significantly reinforce the position of ALFA-BETA, since they complement and strengthen the geographic penetration of the Company. Many of these stores are located in areas (Northern and Central Greece) where the presence of ALFA-BETA is still limited. This acquisition shall enhance the ambitious investment plans of ALFA-BETA and strengthen its position as the No. 2 supermarket chain in the Greek food retail sector. The existing warehouse of PLUS HELLAS E.P.E. & SIA E.E., which covers a surface area of 36,000 sq. m. and is situated in Sindos in the prefecture of Thessaloniki, alters the plans of ALFA-BETA to create a warehouse in the same area. In this way it shall optimise its distribution network and support its future development in Northern Greece. It is estimated that PLUS HELLAS E.P.E. & SIA E.E., will contribute to a sales increase of the Group ALFA-BETA VASSILOPOULOS S.A. by 6% as well as to market share increase of the Group by 1.2%. For 2008, the acquisition is expected to slow down the growth of profit. With the above facts, as well as with the resultant economies of scale from the synergies, throughout the management and human resources spectrum of the two companies, there will be a strengthening of both the financial position of the Group and its competitiveness. 8

9 Pre-existing Ties between the Companies 3. Pre-existing Ties between the Companies There is no share relationship between the two companies, nor any direct or indirect relationship with other affiliated companies. There are no BoD members or senior managers who serve both companies. There are no securities that have been given by one company in favour of the other, nor are there any financial agreements, collaborations and dealings between the purchasing and acquired company. There are no companies in which the purchasing company and acquired company have a joint interest, nor is there any dependence between the affiliated companies at the Group level. 9

10 Information on the Purchasing Company 4. Information on the Purchasing Company ALFA-BETA VASSILOPOUOS S.A. 4.1 General Information The Company is enrolled in the Company Register of the Ministry of Commerce of the East Attica Prefecture, and holds Company Reg. No /06/Β/86/17. Its registered name is ΑΛΦΑ-ΒΗΤΑ ΒΑΣΙΛΟΠΟΥΛΟΣ ΑΝΩΝΥΜΗ ΕΤΑΙΡΙΑ and its trade name is ΑΒ ΒΑΣΙΛΟΠΟΥΛΟΣ even the birds milk!. In its dealings abroad, it goes by the name of ALFA-BETA VASSILOPOULOS S.A. and the trade name AB VASSILOPOULOS even the bird s milk!. The registered offices of the Company are located in the Municipality of Gerakas, Attica (81 Spaton Ave., tel.: ). Duration: 50 years from its establishment, that is until 16/12/2019. The mission of ALFA-BETA, as it is stated under article 2 of its Articles of Association, is the following: 1) The running of a small industry and commercial undertaking for the trading of high quality food products, and especially the processing, standardisation, packaging and sale of meat, agricultural products, dried fruit, herbs and other products of domestic or personal use, as well as the organisation and setting-up of supermarkets and mixed food stores for the sale of the aforementioned goods through modern methods of promotion, distribution and sale. Among the company s goals is the organisation of centres for gathering the aforementioned products, and the creation of facilities for their refinement, which shall be equipped with the necessary modern mechanical equipment; as well as the establishment and exploitation of organised agricultural farms of a business nature. 2) The undertaking of all types of technical works and constructions, the purchase of real estate for the purpose of reselling and creating supermarkets and mixed food stores. 3) The operation and exploitation of fuel stations either on privately-owned or leased property. 4) The ownership and/or issuance of publications on boosting sales and promoting the company s image (A-B MAGAZINE, etc.). 5) Representation, agencies and collaboration with firms in Greece or abroad, or other enterprises. 6) The provision of services and goods through the system of issuing and granting vouchers. 7) Collaboration with banking institutions for the purpose of issuing credit cards bearing the Company logo. 8) The collection of money for the account and by order of third persons. 9) The provision of management services to other enterprises in Greece or abroad. The choice of means that shall serve the objective of the Company belongs to the Board of Directors. No acts of management, administration or appropriation shall be excluded from these means, which are recognised as objectives. 10

11 Information on the Purchasing Company In order to serve the objective of the company, the Company may by decision of the Board of Directors establish branches and agencies in Greece or abroad and form workshops on property that it shall either purchase or lease for this purpose. Coming within the objective of the company evidently, pertaining to an objective in itself, and generally is any action or transaction, whether in the commercial or small industry sector, that may constitute a means for the realisation of the objectives under paragraphs 1, 2, 3 and 4. ALFA-BETA applies the rules and principles of Codified Law 2190/1920 on sociétés anonymes Brief History In December 1969 the Société Anonyme Gerasimos and Charalambos Vassilopoulos ALFA-BETA COMMERCIAL AND INDUSTRIAL COMPANY S.A. (Government Gazette 1333/ ) was founded with its main scope and objective being the running of a small industry and commercial undertaking for the trading of high quality food products and the processing, standardisation, packaging and sale of meat, agricultural products, dried fruit, herbs and other products of domestic or personal use, as well as the organisation of facilities and supermarkets for the sale of the aforementioned goods through modern methods of promotion, distribution and sale. Among the company s goals is the organisation of centres for gathering the aforementioned products, and the creation of facilities for their refinement, which shall be equipped with the necessary modern mechanical equipment. The registered offices of the Company were in Athens, its duration was set for 50 years and its share capital amounted to 6 million drachmas. In 1990 the Company was listed on the Athens Stock Exchange and in that same year it opened the MEGA store at Hellinikon, which was awarded in 1991 by the International Association of Retail Traders (A.I.D.A.) as the best and most comprehensive supermarket in Europe. In July 1992 ALFA-BETA became a member of the international DELHAIZE Group ( In 2001 the Company acquired TROFO S.A., which also has ENA S.A., a subsidiary that is involved in the wholesale trade of food products (Cash-and-Carry). In 2004 the four-year-long efforts to integrate the TROFO personnel and stores in the operation and culture of ALFA-BETA were completed through the merger and absorption of TROFO by ALFA-BETA. ALFA-BETA is currently the second largest company in the food retail sector in Greece. On it ran a total of 158 stores, of which 113 were supermarkets with the ALFA-BETA and AB City logo, 10 were wholesale stores with the ENA Cash-and-Carry logo, and 36 were stores with the ΑΒ Shop&Go and AB Food Market logos, which constitute the Company s franchising network. ALFA-BETA VASSILOPOULOS S.A., being true to its philosophy on the provision of high-quality products and services, and taking advantage of the new reality, is constantly enriching its competitive advantages. The quality, variety, service, investment in competitive prices, excellent hygiene conditions and innovative applications in the field of retail food trade constitute its strong weapons and the points that set it apart from its competitors. 11

12 4.2 Description of the Company s Scope of Activities Information on the Purchasing Company ALFA-BETA is active in the food retail and consumer goods sector through its 113 supermarkets in the wider Athens region (72 stores), in the Peloponnese (17 stores), in Central Greece except for the Attica Prefecture (7 stores), in the Magnesia Prefecture (2 stores), Larissa Prefecture (1 store), Pieria Prefecture (1 store), Ioannina (3 stores), the Ionian Islands (2 stores), the Aegean Islands (2 stores) and in Thessaloniki (6 stores). Also included in the ALFA-BETA sales network are 36 franchise stores. Out of these stores, 7 operate in Attica, 8 on the Aegean Islands, 10 in the Peloponnese, 3 on the Ionian Islands, 6 in Central Greece and Euboea, 1 in Arta and 1 in Thessaloniki. ENA S.A. is involved in wholesale trade (Cash-and-Carry) through its 10 stores that cover the entire country. Specifically, it operates one store in each of the following wider regions: Athens, Volos, Chalkida, Argos, Serres, Kalamata, Corfu, Ioannina, Crete and Patras Sales and Distribution Network ALFA-BETA stores have been grouped into five categories, mainly according to their sales space, turnover, variety and, lastly, their organisational structure. All ALFA-BETA stores are equipped with modern cash registers with barcode scanners, state-of-the-art refrigerators with controlled temperatures and storage spaces organised and equipped in accordance with recent international standards. The network of ALFA-BETA stores amounted to 113 stores on 31/12/2007, the ENA S.A. network amounted to 10 stores, whereas the Company s franchise network included 36 sales points. 12

13 Information on the Purchasing Company Table of Stores Belonging to the Group (a) Supermarket Type (ALFA-BETA) Stores covering 2,000 5,000 sq. m. (Mega type), which correspond to 6.2% of the total number of the Group s supermarket stores. The number of stores falling under this category is 7 (seven) out of a total of 113 (one hundred and thirteen). Stores covering 1,200 1,900 sq. m. (Large type), which correspond to 28.3% of the total number of the Group s supermarket stores. The number of stores falling under this category is 32 (thirty-two) out of a total of 113 (one hundred and thirteen). Stores covering sq. m. (Medium type), which correspond to 38.1% of the total number of supermarket stores of the Group. The number of stores falling under this category is 43 (forty-three) out of a total of 113 (one hundred and thirteen). Stores covering sq. m. (Small type), which correspond to 17.7% of the total number of the Group s supermarket stores. The number of stores falling under this category is 20 (twenty) out of a total of 113 (one hundred and thirteen). City Stores, which are stores that operate based on the self-service system and which correspond to 9.7% of the total number of stores belonging to the Group. The number of stores falling under this category is 11 (eleven) out of a total of 113 (one hundred and thirteen). (b) Cash-and-Carry Type (ENA S.A.) Cash-and-Carry type stores covering 1,400 4,500 sq. m. The total number of stores falling under this category is 10 (ten). (c) Types of stores in the franchise network AB Shop & Go stores covering sq. m., which correspond to 53% of the total number of franchise stores. There are 19 (nineteen) stores in this category out of a total of 36 (thirty-six). ΑΒ Food Market stores covering sq. m., which correspond to 47% of the total number of franchise stores. There are 17 (seventeen) stores in this category out of a total of 36 (thirty-six). 13

14 Information on the Purchasing Company 4.3 Shareholder Composition The shareholder composition of ALFA-BETA VASSILOPOULOS S.A., as at , is broken down in the following table: Shareholders Number of Shares Holding Delhaize The Lion Nederland BV 7,803, % Clearstream Banking 639, % HSBC Growth Greek Equity Mutual Fund 340, % Panagiotis Vassilopoulos 300, % Other Institutional Shareholders 1,179, % Other Shareholders 2,470, % Total 12,732, % Please note that the company has not purchased own shares. 4.4 Development of Share Capital The initial share capital upon the establishment of the Company was set at 6,000,000 drachmas divided into 1,200 bearer shares with a nominal value of 5,000 drachmas each, paid in cash, as mentioned in the Company s initial articles of association (Government Gazette 1333/ ). Ever since there have been increases in the share capital (1974, 1976, 1978, 1982, 1984, 1987, 1988, 1990, 1994, 1998, 2001, 2002) and as a result the current share capital of the Company amounts to 19,099, EUROS divided into 12,732,720 ordinary registered shares with voting rights and a nominal value of 1.50 EUROS each. At the Ordinary General Meeting of 04/06/2002 it was decided to increase the share capital through the capitalisation of reserves from the difference of the revaluation of fixed assets of the Company amounting to 4,401, EUROS and contingency reserves amounting to 299, EUROS. The nominal value of the shares was increased from 1.47 EUROS to 1.50 EUROS each, with the issuance and free distribution of 2,938,320 new ordinary registered shares (3 new shares for every 10 old shares) having a nominal value of 1.50 EUROS each. The distribution resulted in fractional balances that were kept in a special account and corresponded to fractional shares in favour of 186 shareholders, adding up to 92 shares. These shares remained in a special account in the name of the company. By the decision dated 03/06/2003 of the Ordinary General Meeting, authorisation was granted to the Board of Directors to sell the 92 shares over the counter to the shareholder DELHAIZE THE LION NEDERLAND B.V. at the highest closing price of the share during its trading on the Athens Stock Exchange in the week preceding the General Meeting, and the corresponding value was paid to each beneficiary shareholder by cheque sent by registered mail on 30/6/

15 Information on the Purchasing Company The table below presents the development of the Company s share capital: Date of General Meeting Increase through payment of Cash Increase through Capitalisation of Reserves Increase through Capitalisation of Asset Surplus Value Total Share Capital Nominal Value of Share New Shares Total Shares Establishment 6,000,000 GRD 5,000 GRD 1, ,000,000 GRD 5,000,000 GRD 15,000,000 GRD 5,000 GRD 1,800 3, ,500,000 GRD 7,500,000 GRD 25,000,000 GRD 5,000 GRD 2,000 5, ,000,000 GRD 8,000,000 GRD 50,000,000 GRD 5,000 GRD 5,000 10, ,000,000 GRD 34,733,602 GRD 28,266,398 GRD 150,000,000 GRD 5,000 GRD 20,000 30, ,000,000 GRD 18,000,000 GRD 220,000,000 GRD 5,000 GRD 14,000 44, ,000,000 GRD 300,000,000 GRD 5,000 GRD 16,000 60, ,000,000 GRD 400,000,000 GRD 5,000 GRD 20,000 80, ,082,192 GRD 247,917,808 GRD 700,000,000 GRD 5,000 GRD 60, , Decrease of nominal value and corresponding increase of the no. of shares 250 GRD ,000,000 GRD 896,000,000 GRD 250 GRD 392,000 (O) + 392,000 (P) 3,192,000(O)+ 392,000(P)= 3,584, ,400,000 GRD 1,632,400,000 GRD 250 GRD 2,553,600 (O)+ 392,000 (P) 5,745,600(O)+ 784,000(P)=6,529, ,256,000 GRD 774,144,000 GRD 3,264,800,000 GRD 500 GRD - 6,529, Conversion of all shares from bearer to registered shares Conversion of preference shares without voting rights to ordinary shares with voting rights ,632,400,000 GRD 4,897,200,000 GRD 500 GRD 3,264,800 9,794, ,839,446 GRD 4,906,039,446 GRD GRD 9,794, ,397, EUR 1.47 EUR 9,794, , EUR 4,401, EUR 19,099, EUR 1.50 EUR 2,938,320 12,732,720 15

16 Information on the Purchasing Company 4.5 Members of Administration, Management or Supervisory Bodies At , the Board of Directors of ALFA-BETA VASSILOPOULOS S.A., which was elected by the General Meeting (Minute No. 862/ of the Company Board of Directors), consists of the following: Board of Directors Raphael Moissis Pierre-Olivier Beckers Konstantinos Macheras Renaud Cogels Michel Eeckhout Michael Waller Boyce Craig Owens Baudouin Van der Straten Waillet Konstantinos Kyriakidis Alexandros Fylaktopoulos Trifon Kollintzas Chairman, Non-Executive Member Vice Chairman, Non-Executive Member Managing Director, Executive Member Non-Executive Member Non-Executive Member Non-Executive Member Non-Executive Member Non-Executive Member Non-Executive Member Independent Non-Executive Member Independent Non-Executive Member The above Board of Directors shall serve a three-year term, which shall be extended until the Ordinary General Meeting that shall approve the annual financial statements for the year in which its term ends, and may not exceed a period of four years. The members of the Board of Directors do not have a majority interest in ALFA- BETA VASSILOPOULOS S.A. The General Management and Department Directors are presented below: Managing Director Department Directors Executive Director of Finance Executive Director of Purchasing Executive Director of Retail Store Operations Executive Director of Supply Chain Executive Director of Logistics Executive Director of Human Resources Executive Director of Business Development Director of Development & Technical Support Director of IT Department Director of Internal Auditing Department Konstantinos Macheras Maria Kuhkalani Petros Trachanas Dimitrios Printzios Nikolaos Iosipou Spyridon Kyrousis Vassilios Stavrou Leonidas Vrettakos Dimitrios Koliolios Dimitrios Maniadakis Theodoros Iliadis Member of the Executive Committee 16

17 Information on the Acquired Company 5. Information on the Acquired Company 5.1 General Information The company known as Plus Hellas E.P.E. & SIA E.E., with the trade name PLUS, is a special partnership that was established by virtue of the private incorporation agreement dated , which was legally published in the companies register of the Thessaloniki Court of First Instance under LTD serial number 169/ and Register Number Its Tax Registration Number is The Company s registered offices are in the Municipality of Sindos, Thessaloniki (Thessaloniki Industrial Area, Building Block 41, Postcode 57022, tel.: ). Duration: indefinite Objective Pursuant to the articles of association of Plus Hellas E.P.E. & SIA E.E. (article 4), as in force, the objective of the company includes the trade (purchase and sale) as well as packaging, processing and standardisation, manufacturing, distribution, import and export of all types of merchandise, especially all kinds of supermarket goods including all food products and items of everyday use (food and non-food items). The company is entitled to carry out any business transactions that are suitable for serving this objective directly or indirectly. More specifically, it is permitted: to create, purchase or lease all kinds of facilities (buildings, technical equipment, etc.) and to establish or acquire the same or similar businesses in Greece or abroad, to participate in such types of businesses, to undertake their representation, as well as to establish branches. Furthermore, pursuant to the objective stated in the articles of association of Plus Hellas E.P.E. (article 4 of the articles of association), the company s objective includes the following: 1. The trade (purchase and sale), packaging, processing and standardisation, import and export of all types of merchandise, including all kinds of food products and items of everyday use, as well as all types of supermarket goods (food and non-food items). 2. The establishment, holding and management of other companies having a similar or related objective, especially its holding as a general partner in the special partnership that shall be established under the company name of Plus Hellas E.P.E. & SIA E.E.. 3. Holdings in or collaboration with existing or other businesses that shall be established in the future in Greece or abroad, which have an objective that is the same as or related to that described above. 4. The unrestricted representation of businesses in Greece and abroad, which are associated with and have an interest in the above. More specifically, the company may in compliance with the legal stipulations undertake the representation and management of the future company Plus Hellas E.P.E. & SIA E.E.. 5. The company may also engage in any other activities or measures that serve and promote the company s objective. More specifically, the company may create, lease or acquire any type of facilities (buildings, technical facilities, etc.) required in order to achieve its objective. 17

18 Information on the Acquired Company 5.2 Brief History of the Acquired Company Plus Hellas E.P.E. & SIA E.E. was established in February Its fiscal years following a special permit follow those of the parent company, whereas the first taxation year regarded the period from to Plus Hellas E.P.E. & SIA E.E. commenced its business activities in March At the end of the 2005/2006 fiscal year, the company ran 18 stores and continued its strategic growth up until April 2007, when it counted 33 sales points. On the date of the acquisition the company operated 34 stores, whereas another 4 stores are currently at the construction stage. 5.3 Scope of Activities Plus Hellas E.P.E. & SIA E.E. is a supermarket chain that has been active in the Greek market since On the company s discount stores amounted to 34. Out of these stores, 13 operate in Attica, 5 in Thessaloniki, 2 in Ioannina, and 1 in each of the following towns: Arta, Veria, Drama, Karditsa, Katerini, Komotini, Larissa, Naoussa, Ptolemaida, Serres, Sparti, Trikala, Florina and Chania. According to the articles of association, the company s scope of activities includes the trade (purchase and sale), packaging, processing and standardisation, import and export of all types of merchandise, including all kinds of food products and items of everyday use, as well as all types of supermarket goods (food and non-food items). Below is a breakdown of the turnover based on the categories of products sold over the last three years: TURNOVER BREAKDOWN (in thousands of ) Category Fiscal Year % Fiscal Year % Fiscal Year % 01/05/ /03/2008 Participation 01/05/ /04/2007 Participation 01/5/ /04/2006 Participation Food , ,18 Non-Food , ,48 Non-Food, Weekly Promotion Products , ,34 Total , , ,00 As presented in the above table, the core of PLUS sales is food, which forms 65.06% of the company s total sales. Non-food products constitute consumer goods such as detergents, stationery and other paper products, as well as cosmetics and their sale represents 12.64% of the company s turnover. The Non-Food and Weekly Promotion Products category refers to clothing, electrical appliances and general goods that do not fall under the categories of food products and consumer goods. They form 22.30% of the total sales. 18

19 Information on the Acquired Company Furthermore, the company imports products from abroad, which it then distributes through its stores in the form of private label products. PLUS mainly imports products from Germany, as well as from other European countries like Austria, Italy, etc. PLUS already has over 1,000 private label products with over 200 different trade names such as Bio Bio, Da Marco", Alonari, Serving, Blue Moon, etc. These products mainly include packaged food products and consumer goods. The private label products represent 76.2% of the total number of fixed products on offer, whereas their percentage of interest in the overall turnover amounted to 72.2% in the 2006/2007 fiscal year. PLUS stores have an average sales space of 795 m², they include a fruit & vegetable section, frozen foods section, personal care section and bakery, and they offer whatever the average family needs for their daily purchases. 5.4 Shareholder composition Development of Share Capital The initial share capital upon the establishment of PLUS was set at 10, divided into 100 shares with a nominal value of 100 each, as stated in the initial articles of association of the Company (Government Gazette 1318/ ). A number of increases in share capital have followed since then, resulting in the current share capital of the company amounting to 98,500, divided into 985,000 shares with a nominal value of 100 each. The table below presents the development of the Company s share capital (amounts in ): Total Share Capital Nominal Value of Share Date Increase New Shares Total Shares Establishment, Shareholder composition before the Acquisition % of the company is a subsidiary of Plus Warenhandelsgesellschaft mbh, whose registered offices are in Mülheim a.d. Ruhr, Germany. The latter company is a member of the Tengelmann Group and 100% subsidiary of TengelmannWarenhandelsgesellschaft KG. The 19

20 Information on the Acquired Company relationship between the parent company and its subsidiaries that are active in Greece is presented in the chart below. Tengelmann International Gmbh 100% PLUS Warenhandels gesselschaft mbh 1% 99% PLUS HELLAS ΕΠΕ 0,01% 99,99% PLUS HELLAS ΕΠΕ & ΣΙΑ ΕΕ Shareholders of Plus Hellas EPE & SIA EE Number of Shares Holding % Plus Warenhandelsgesellschaft mbh D. Mulheim / Ruhr 984, Plus Hellas E.P.E Total 985, Shareholder composition after the Acquisition Number of Shares Holding Shareholders % ALFA-BETA VASSILOPOULOS S.A. 984, Plus Hellas E.P.E Total 985,

21 Information on the Acquired Company 5.5 Board of Directors Administrators before the Acquisition The administrators of PLUS HELLAS E.P.E., and consequently of PLUS Hellas EPE & SIA EE, are Ms. Maria-Elisabeth Petsalnikou and Mr. Panagiotis Tselikoglou Administrators after the Acquisition The administrator of PLUS HELLAS E.P.E., and consequently of PLUS Hellas EPE & SIA EE, is Mr. Konstantinos Macheras (father s name: Dimitrios), who represents the company with one of the following individuals: a. Maria Kuhkalani (father s name: Vassilios), b. Athanasios Michos (father s name: Georgios), c. Ekaterini Vassilopoulou (spouse s name: Loukas Vounatsos-Goumas), d. Ilias Flokas (father s name: Lambros), e. Dimitrios Maniadakis (father s name: Konstantinos), f. Maria Bountzouri (father s name: Ilias). The company is represented by two of the above representatives based on the below signature combinations: Two of the above individuals from (a) to (c), or one of the above individuals from (d) to (f), and one of the above individuals from (a) to (c). 5.6 Holdings of the BoD Members and Majority Shareholders in the Management or Capital of other Companies The administrator, after the acquisition, of PLUS HELLAS E.P.E. and PLUS Hellas EPE & SIA EE, Mr. Konstantinos Macheras, is the Managing Director of the purchasing company ALFA- BETA VASSILOPOULOS S.A. Mr. Konstantinos Macheras, is also Managing Director of the food retail company MEGA IMAGE S.A., which operates in Romania with its registered office in Bucharest. MEGA IMAGE is a subsidiary company of Delhaize Group that participates in the share capital of ALFA-BETA VASSILOPOULOS S.A. by 61,28%. 21

22 Information on the Acquired Company 5.7 Historical Financial Data of the Acquired Company for the Fiscal Years The company PLUS Hellas EPE & SIA EE, is audited by independent auditors. The following condensed financial information is based on the financial statements of the fiscal years 01/05/ /04/2006, 01/05/ /04/2007 and 01/05/ /03/2008, which were prepared according to Greek GAAP. The financial statements of fiscal years 01/05/ /04/2006 and 01/05/ /04/2007 have been audited by the independent auditors KPMG Certified Auditors S.A. (Mrs. Spiriouni Garifalia Reg. No ICPA, GR 16931) and the financial statements of fiscal year 01/05/ /03/2008, will be audited by the certified auditor Mr. Ioannis Acheilas No ICPA, GR Note 1: The Balance Sheet and the Profit & Loss Statement of fiscal years 01/05/ /04/2006 and 01/05/ /04/2007 have been restated for comparison purposes. Note 2: According to the decision No 6501/ of Department of Tax Services of Ionia, Thessaloniki, the change of the current year end from April 30, to March 31, was approved. Consequently, the current year amounts in the financial statements concern a shorter period than these of prior years. 22

23 Information on the Acquired Company PROFIT & LOSS STATEMENT (in thousand Euros) 01/05/ /03/2008 % Vs Prior Year 01/05/ /04/2007 % Vs Prior Year 01/05/ /04/2006 Turnover ,9% ,5% Less: Cost of goods sold ,5% ,6% Gross Profit (% on turnover) 21,1% 21,9% 24,3% Plus: Other Operating Revenue Total Gross Profit ,8% ,2% (% on turnover) 21,5% 22,3% 25,3% Less: Administration Expenses Less: Selling Expenses Administration & Selling Expenses ,2% ,8% (% on turnover) 43,1% 52,9% 106,0% Profit (Loss) from Operations (17.287) 1,4% (17.047) 166,1% (6.406) (% on turnover) -21,5% -30,5% -80,7% Plus: Interests and Other Financial Revenue Minus: Interests and Other Financial Expenses Total pf Financial Expenses (3.571) 9,1% (3.272) 756,7% (382) (% on turnover) -4,4% -5,9% -4,8% Profit (Loss) from Operations (20.858) 2,7% (20.319) 199,4% (6.787) (% on turnover) -26,0% -36,4% -85,5% Plus: Extraordinary Profits Minus: Extraordinary Losses Σύνολο Εκτάκτων και ανόργανων εσόδων (786) (540) (416) Operating and Extraordinary Result (Loss) (21.643) 3,8% (20.859) 189,6% (7.203) (% on turnover) -29,9% -37,4% -90,8% Less: Total Depreciation of Fixed Assets ,6% ,8% (% on turnover) 7,7% 10,9% 44,6% Less: Depreciation included in operating costs above ,6% ,8% Depreciation non included in operating costs NET PROFIT (loss) before Taxes (21.643) 3,8% (20.859) 189,6% (7.203) (% on turnover) -26,9% -37,4% -90,8% EBIDTA (11.104) 1,3% (10.963) 282,5% (2.864) (% on turnover) -13,8% -19,6% -36,1% Turnover Evolution Regarding the evolution of financial results, the fiscal year is the basis for estimating the evolution of company s financial figures, as it is the first complete fiscal year on a twelve-month basis. The fiscal year is not considered as a complete one, due to the fact that the company started its commercial activity in March

24 Information on the Acquired Company Company s Turnover during fiscal year amounted to thousand Euros. During fiscal year amounted to thousand Euros, while during fiscal year reached thousand Euros showing an increase by 43,9%, due to the sales increase of the existing stores and their gradual maturity. Cost of Sales showed an evolution similar than this of sales. During fiscal year amounted to thousand Euros. During fiscal year reached thousand Euros, an increase by 45,5%, which is slightly higher than that of sales due to the penetration cost in Greek market. The Cost of sales analysis during the last three fiscal years is shown below: amounted to thousand Euros while during fiscal year /05/ /03/ /05/ /04/ /05/ /04/2006 Cost of Sales (in thousand Euros) Inventories (of goods) in the beginning of the fiscal year Plus: Purchases of the year Provision for inventories obsolescence Transportation Minus: Vendor allowances Merchandise destructions (5) Minus: Inventories (of goods) at the end of the fiscal year Self consumption Total Gross Profit during the last three fiscal years amounted, from thousand Euros at to thousand Euros at , showing a cumulative increase by 778,7%. Gross Profit also showed an evolution similar than this of sales. During fiscal year amounted to thousand Euros. During fiscal year amounted to thousand Euros, while during fiscal year reached thousand Euros showing an increase by 38,5%, as a result of company s efforts to penetrate in Greek market. Other Operating Revenues for the last three fiscal years are analyzed as follows: Other Operating Revenues (in thousand Euros ) 01/05/ /03/ /05/ /04/ /05/ /04/2006 Subsidies and other income 3-4 Income from subsequent events Total

25 Information on the Acquired Company Operating Expenses before Depreciation Administration Expenses before Depreciation are as follows: 01/05/2007- Administration Expenses * (in thousand Euros ) 31/03/ /05/ /04/ /05/ /04/2006 Total * before Depreciation % on Sales 13,6% 10,5% 34,9% Selling Expenses before Depreciation are as follows: 01/05/2007- Selling Expenses * (in thousand Euros ) 31/03/ /05/ /04/ /05/ /04/2006 Total * before Depreciation % on Sales 21,7% 31,4% 26,5% Administration and Selling Expenses before Depreciation, during fiscal year amounted to thousand Euros and during fiscal year to thousand Euros. During fiscal year reached thousand Euros showing an increase by 25,2%. The amount of Administration and Selling Expenses before Depreciation, is due to the fact that PLUS HELLAS Ε.P.Ε & SIA Ε.Ε., is a newly established company which started its commercial activity in March 2006 and during the last three years it is expanding its operations and consequently it has not yet reached the expected economies of scale. Company s Finance Costs are as follows: Finance Costs (in thousand Euros) 01/05/ /03/ /05/ /04/ /05/ /04/2006 Interests from Long-term borrowings Interests from Short-term borrowings Other Finance Costs Total Finance Costs, during fiscal year amounted to 383 thousand Euros and during fiscal year to thousand Euros. During fiscal year they showed an increase by 9,7% compared to prior year, and reached thousand Euros. The amount of Finance Cost is due to the company s long and short-term borrowing during the last three years in order to fund its expansion and to cover its working capital needs. It is noted that at , the company has paid up all its borrowings. 25

26 Information on the Acquired Company Depreciation included in operating costs are analyzed in the table below: Depreciation (in thousand Euros) 01/05/ /03/ /05/ /04/ /05/ /04/2006 Administration Expenses Selling Expenses Total % on Sales 7,7% 10,9% 44,6% Depreciation during fiscal year amounted to thousand Euros and during fiscal year to thousand Euros. During fiscal year depreciation increased by 1,6% compared to prior year, and reached thousand Euros. This increase is due to the continuous investments of the company for the expansion of its network. Extraordinary income is as follows: Extraordinary Results (income) in thousand Euros 01/05/ /03/ /05/ /04/ /05/ /04/2006 Extraordinary income Income from fixed assets disposal Income from priors years provisions Priors years income Other extraordinary income Total Extraordinary Expenses are as follows: Extraordinary Results (expenses) in thousand Euros Extraordinary Losses 01/05/ /03/ /05/ /04/ /05/ /04/2006 Losses from assets disposal Losses from destruction of damaged merchandise Other extraordinary losses Tax fines and increments Guarantees forfeiture Other extraordinary expenses Total Losses from thousand Euros at fiscal year reached thousand Euros at fiscal year and thousand Euros at fiscal year Company s losses during the last three years are due to the fact that PLUS HELLAS Ε.P.Ε & SΙΑ Ε.Ε. is a newly established company which made increased operational expenses for the operation and the expansion of its network. 26