Announcement regarding business developments
LAMDA DEVELOPMENT S.A. (the "Company"), in accordance with Regulation 596/2014/EU and the Athens Stock Exchange Regulation, each as applicable, informs the investing public that, during the meeting of the Board of Directors of the Company and of the Boards of Directors of its wholly-owned subsidiary company L.O.V. S.M.S.A. and its subsidiary company LAMDA MALLS S.A. (in which it holds 54.57% of the share capital) held on 31.05.2023, it was decided to commence the process for the common demerger of L.O.V. S.M.S.A. through absorption and establishment of a new company (the “Common Demerger”), setting 31.12.2022 as the date of the transformation balance sheet.
More specifically, the Common Demerger of L.O.V. S.M.S.A. will be effected as follows:
(a) through transfer of part of the demerged entity’s assets that are related to its investment in “LAMDA MALLS S.A.” to the Company, by means of absorption by the latter;
(b) through transfer of part of the demerged entity’s assets and liabilities related to its investments in the company “DESIGNER OUTLET ATHENS SMLLC” and “LOV LUXEMBOURG S.à R.L.” to the company “LAMDA MALLS S.A.”, by means of absorption by the latter; and
(c) through transfer of part of the demerged entity’s assets and liabilities mainly related to the operation of the shopping centre “The Mall Athens”, to a new société anonyme to be established specifically for this purpose.
All above actions will result in the transfer of all assets and liabilities of the demerged entity L.O.V. S.M.S.A. to the beneficiary companies.
The aforementioned Common Demerger will be carried out in accordance with the provisions of articles 55 par. 4, 75, 59-74 and 83-87 of Law 4601/2019 on corporate transformations, the provisions of Law 4548/2018, and the provisions of article 54 of Law 4172/2013 in conjunction with article 61 of Law 4438/2016, as in force.
For the purposes of the Common Demerger, the audit firm “KPMG Auditing S.A.” (SOEL Reg. No.: 186) has been appointed to carry out the valuation of the assets of the demerged entity L.O.V. S.M.S.A. as at the date of the transformation balance sheet, and to prepare the relevant report. The same audit firm has also been appointed to review the terms of the draft demerger agreement and the preparation of the relevant report, in accordance with the applicable legislation.
The rationale of the Common Demerger is to optimize the corporate/organizational structure of the Group's Malls and to streamline the activities of the companies belonging to the Group, in the context of the implementation of the Group's overall strategy.
The completion of the Common Demerger is subject to the statutory approvals of the Boards of Directors and General Meetings of the shareholders of the companies participating in the Common Demerger and tοall other approvals necessary, as the case may be, for each of the companies participating in the present corporate transformation, including the approvals of the lending banks, where required.
The Company will inform, in accordance with the applicable laws, the investing public on the progress of the Common Demerger process.