EQS-Adhoc: COURT APPROVAL AND COMPLETION OF THE CROSS-BORDER MERGER

EQS-Ad-hoc: AUSTRIACARD HOLDINGS AG / Key word(s): Capital
Increase/Mergers & Acquisitions
COURT APPROVAL AND COMPLETION OF THE CROSS-BORDER MERGER

16-March-2023 / 18:56 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the
Regulation (EU) No 596/2014, transmitted by EQS News – a service of EQS
Group AG.
The issuer is solely responsible for the content of this announcement.

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Vienna,  16 March 2023

COURT APPROVAL AND COMPLETION OF THE CROSS-BORDER MERGER

 EFFECTIVENESS OF THE CAPITAL INCREASE

AUSTRIACARD HOLDINGS AG (the “Company”) announces that the cross-border
merger by absorption of INFORM P. LYKOS HOLDINGS S.A. as absorbed company
(the “INFORM”) by the Company as absorbing company (the “Cross-Border
Merger”), will become legally effective on 17 March 2023by registration of
the Cross-Border Merger with the Austrian Corporate Register of the
Commercial Court of Vienna (Firmenbuch des Handelsgerichts Wien),
following approval by the Commercial Court of Vienna (Handelsgericht Wien)
of the Cross-Border Merger and its registration with the Austrian
Corporate Register.

Upon legal effectiveness of the Cross-Border Merger, (i) the Company shall
acquire all assets and liabilities of INFORM by way of universal
succession and substitute INFORM ipso iure in all rights, legal relations,
obligations and liabilities; (ii) the shareholders of INFORM will become
shareholders of the Company; and (iii) the Company shall become the
universal legal successor of INFORM, which shall be dissolved without
liquidation and, therefore, the creditors of INFORM shall become creditors
of the Company.

Following the above, with effect from 17 March 2023, INFORM’s shares shall
be delisted from Athens Exchange.

Upon completion of the Cross-Border Merger, the Company’s share capital
shall be increased to a total of EUR 18,176,934 through issuance of
1,314,867 new ordinary bearer shares with a nominal value of EUR 1 to
INFORM’s shareholders in the context of the contribution of INFORM’s
assets and liabilities to the Company (the “New Shares”), including also
INFORM’s participations in the operative subsidiaries constituting the
Information Management division of the Group. The capital increase also
becomes legally effective upon registration with the Austrian companies
register on 17 March 2023.

The beneficiaries of the New Shares are the persons registered in the
Dematerialized Securities System (the “D.S.S.”) administered by ATHEXCSD
as INFORM’s shareholders on the last trading date of INFORM’s shares on
ATHEX, i.e. on 16 March 2023. The New Shares will have been credited on
the basis of the approved exchange ratio (4,57104863077406 INFORM’s shares
in exchange of 1 New Share), to the securities accounts of the
beneficiaries maintained with the D.S.S. on or around 22 March 2023.

The expected timetable for the completion of the transaction, as described
in the Company’s announcement “Publication of the prospectus relating to
the listing of all shares of AUSTRIACARD HOLDINGS AG on Athens Exchange
and Vienna Stock Exchange” referring to the Publication of the Prospectus
dated 24 January 2023, is modified as follows:

16.3.2023           Final Court Merger Approval by the Austrian Corporate
Register Court
Last trading day of INFORM’s shares on ATHEX
Reference date for the determination of the
beneficiaries of the New Shares
17.3.2023 Registration of the Cross-Border Merger with the
Austrian Corporate Register (Effective Date of the
Cross-Border Merger)
INFORM’s delisting
21.3.2023 Approval of the listing of the New Shares on ATHEX
22.3.2023 Crediting of the New Shares to the Securities Accounts
of the beneficiaries of the New Shares
23.3.2023 Listing of the New Shares on ATHEX and VSE
Trading Date of the Shares on ATHEX and VSE

Note: The timetable above is dependent upon a number of unforeseeable
factors and, therefore, is subject to change. In any case, investors will
be informed through a relevant announcement of the Company.

Trading of the Company’s shares has not yet commenced. The Company will
issue a new announcement concerning the commencement of the trading of the
Company’s shares.

To view the prospectus relating to the admission to trading and listing of
the Shares on ATHEX and VSE, please visit the Company’s website at
https://www.austriacard.com/investor-relations-
ac/listing-prospectus-relevant-documents/.

For more information, shareholders may contact the Company (Mr. Markus
Kirchmayr, tel. +43 1 61065 – 384).

 

Disclaimer

This announcement is not intended and does not constitute an offer of
securities for sale or a solicitation of an offer to purchase any
securities in Austria or Greece within the meaning of article 2(1)(d) of
the Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and article 58
of Greek law 4706/2020, or outside Austria or Greece. This announcement is
not intended and does not constitute an advertisement in Austria or Greece
within the meaning of article 2(k) of the Prospectus Regulation and
article 63 of Greek law 4706/2020, or outside Austria or Greece and does
not constitute a prospectus for the purposes of the Prospectus Regulation.
Therefore, investors shall not buy any securities based on this
announcement, other than on the basis of information contained in the
prospectus published by the Company in relation to the admission to
trading of all the shares in the Company on ATHEX and VSE in the context
of the Cross-Border Merger.

 

Issuer:  AUSTRIACARD HOLDINGS AG

Lamezanstraße 4-8

1230 Vienna

Austria

Contact person: Mag. Markus Kirchmayr

Tel.:   +43 1 61065 – 384

E-Mail:   markus.kirchmayr@austriacard.at

Website:  www.austriacard.com

ISIN(s):   AT0000A325L0

Stock Exchange(s): Vienna Stock Exchange (prime market)

  Athens Exchange (main market)

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16-March-2023 CET/CEST News transmitted by EQS Group AG. www.eqs.com

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Language: English
Company: AUSTRIACARD HOLDINGS AG
Lamezanstraße 4-8
1230 Vienna
Austria
E-mail: ac.contact@austriacard.com
Internet: https://www.austriacard.com/
ISIN: AT0000A325L0
WKN: A3D5BK
Listed: Vienna Stock Exchange (Official Market)
EQS News ID: 1584829

Notierung vorgesehen, intended to be listed;

 
End of Announcement EQS News Service

1584829  16-March-2023 CET/CEST