Announcement of reduction of share capital with capital repayments and replacement of registered securitieS

 

2022 / may / 06

Announcement of reduction of share capital with capital repayments and replacement of registered securitieS

2022 / may / 06

Tendam Retail, S.A.

 

Pursuant to articles 319 and 117 of the Spanish Capital Companies Act, the following is made public:

On 5 May 2022, the Extraordinary General Meeting of Shareholders of Tendam Retail, S.A. (the “Company”) approved, pursuant to the provisions of articles 317 and 318 of the Spanish Capital Companies Act, to reduce the Company’s share capital by 80,792,064.60 euros, with a view to effecting capital repayments to shareholders, through a reduction of the nominal value of each and every outstanding share in the Company.

As a result of the capital reduction, the nominal value per share will decrease from 0.169 euros to 0.117 euros and the difference of 0.052 euros per share shall be paid to each and every shareholder, net of taxes and multiplied by the number of shares each shareholder holds.

The foregoing is being announced to enable the Company’s creditors to exercise their right to object to said capital reduction within a period of one (1) month as of the publication of this announcement, in accordance with the provisions of articles 334 and 336 of the Spanish Capital Companies Act.

The resolution for the reduction of capital shall be executed within one (1) month of the end of the aforementioned deadline for creditors to exercise their right to object.

At the aforementioned Extraordinary General Meeting it was also agreed to replace the existing multiple registered securities representing shares in the Company with newly-issued shares reflecting the new share capital and the new nominal value per share resulting from the capital reduction.

The deadline offered to shareholders for the replacement of their shares shall be one (1) month as of the publication of this announcement.

The standard procedure for the replacement of the existing multiple registered securities with newly-issued shared and the repayment of capital resulting from the capital reduction is also announced:

  1. The amount of 0.052 euros per share (net of taxes) shall be paid to shareholders whose shares are held with a depositary through Banco Bilbao Vizcaya Argentaria, S.A. (the “Agent Bank”) within one (1) month of the publication date of this announcement.
  2. Shareholders must contact the depositary with which their shares are held and, through the depositary, request the capital repayment and replacement of their share(s) from the Agent Bank.
    The Agent Bank, within the deadline stipulated, shall pay each of the depositaries the total amount payable to all shareholders who have their shares deposited with said depositary, and each depositary shall proceed to issue individual payments to each shareholders of the amount corresponding to the number of shares held.
  3. Shareholders whose shares are not deposited with the Agent Bank or another depositary must attend the Company’s registered office within one (1) month of the publication date of this announcement to request the repayment, via personal cheque, of the amount corresponding to the number of shares held, upon presentation of the old multiple registered securities or, if the shareholder does not have access to these, upon accreditation of ownership (in the form of the public deeds or sale certificates or other form of accreditation) or proof of identity (provided the shareholder is registered in the Company’s Shareholder Register).
  4. Regarding any capital repayments which, for any reason, are not issued to the shareholder within the deadline stipulated and in accordance with the procedures outlined in sections (ii) and (iii) above, the Company shall be deemed to have complied with its repayment obligations upon depositing the entire amount payable to said shareholders as capital repayment into an account opened in the Company’s name with the Agent Bank, to be paid to the shareholder upon presentation of the old multiple registered securities or, where the shareholder does not have access to said shares, upon accreditation of ownership (in the form of the public deeds or sale certificates or other form of accreditation) or proof of identity (provided the shareholder is registered in the Company’s Shareholder Register).
  5. The replacement of the securities owned by shareholders who have deposited their shares with a depositary shall be undertaken by presenting the current multiple registered securities for exchange to the Agent Bank, via the depositary with which the shares are held, or where the shareholder does not have access to said shares, by presenting the public deeds or sale certificates or other form of accreditation demonstrating ownership of the shares, or in the absence thereof, by accrediting the shareholders’ identity (provided the shareholder is registered in the Company’s Shareholder Register), whereupon the Agent Bank shall issue and afford to said shareholders, via the depositary, the new multiple registered securities.
    For the shareholders referred to in section (iii), the share replacement shall be undertaken by the Company at its registered office at the same time as the capital repayment. The Company shall provide the shareholders with the newly-issued multiple registered securities upon presentation of the existing securities (or, where the shareholder does not have access to said shares, of the public deeds or sale certificates or other documentation demonstrating ownership of the shares, or in the absence thereof, by accrediting the shareholders’ identity, provided the shareholder is registered in the Company’s Shareholder Register).
  6. As a consequence of the exchange, the current multiple registered securities representing shares in the Company shall be destroyed.
  7. Securities not submitted for exchange within the deadline stipulated shall be annulled and replaced by newly-issued shares in accordance with the provisions of the Spanish Corporate Enterprises Act.

In Madrid, on the 6th of May 2022. The Non-Director Secretary to the Company’s Board of Directors, Ms. María del Mar Oña López.

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