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2007
2008
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Investments
In February 2007, DIONIC Group, in the framework of a long-term strategy for constant development regarding its know-how, equipment and structures, completed the transfer of the total of the warehouses, the service department, the production of the electronic computer with the name LEXUS MULTIMEDIA PCR, as well as the invoicing and distribution of all the products, to its privately owned premises in Avlonas Attica. At the same time, the works for the development of the existing building premises of the Group in Acharnes were completed, while aiming at the enhancement of the constant and systematical personnel training in issues related to their specialization, a fully equipped and manned with specialized teaching staff, educational center was created, which operates daily outside working hours.
Trading Collaborations
In March 2007, it proceeded to the conclusion of strategic trading collaborations with three significant companies in the field of production of infant – children’s clothing and children’s rooms products and specifically to the products distribution of the known Turkish company Albimini (infant and children’s clothing accessories), the trading of the products of the infant – children’s collection with the brand Maminoo and with the company Pembemavi (manufacturing of room products and accessories – infant / children’s products market).
The conclusion of the trading agreement with the CONREXX company was completed, for the official distribution of its products on the Greek market. CONREXX occupies a leading position on European level in the markets where it operates for many years, while being the third company regarding sales, with Verbatim being at the top. Its products are manufactured by RITEK which is one of the largest manufacturers of optical storage media internationally. Its product range includes optical information storage media such as diskettes, CDs, DVDs, Memory Cards, Flash Memories and USB Sticks.
It signed a contract with Microsoft Hellas for the pre-installation of OEMs to the LEXUS MULTIMEDIA Computers, which it manufactures and distributes on the Greek market, establishing it as the official DIRECT OEM. Based on the relevant agreement, DIONIC has the possibility to offer to its customers, through the Lexus computers, the comprehensive range of the classic products of Microsoft.
In May, DIONIC, strengthening its position as one of the largest companies for the representation and distribution of toys on the Greek market, in the framework of its strategic development, extended its collaboration with May Cheong Group aiming at the exclusive representation, distribution and promotion of the games with excellent quality and particularly popular of Maisto, in Bulgaria.
At the same time, DIONIC Industrial & Trading S.A., confirming its leading role on the Greek market in the Home Entertainment products category, entered into a strategic collaboration with the company 505 Games (Nintendo DS, Playstation 2 and PSP).
In July 2007, it proceeded to the conclusion of a new collaboration with the top in its field Italian company OK BABY. The collaboration includes the representation and providing on the Greek market of OK BABY products, through a specialized stores network of infant and children products of the trading section.
Finally, in September 2007, DIONIC, innovative on the Greek infant growth and development products market, proceeded to the exclusive collaboration with MICHELIN CHILDRENS TRAVEL CARE, the French manufacturing company of children safety seats with the brand MICHELIN.
Acquisitions – Establishments
In March 2007, it proceeded to the acquisition of 5% of the company DIADIKASIA S.A., which is one of the largest companies of specialized consulting services providing for companies and organizations of the private and public sector, in Greece.
In April 2007, subsequently to the signature of a relevant notary preliminary agreement with the company AEOLIAN DEVELOPMENT S.A., which specializes in the renewable energy sources field, DIONIC proceeded to the formation of a subsidiary company with the name DIONIC AEOLIAN ENERGY DEVELOPMENT S.A. The new company has activities in the production of aeolian energy and has already deposited a petition to the Regulatory Authority for Energy (RAE) and to the Ministry of Development, for the acquisition of license for an aeolian park construction of total potential of 45 MW, in the positions LOFOS – PROFITIS ELIAS – POLITIS – MEGALOKORFI of the Municipality of Solygia in the Corinth Region. In June 2007, the procedures for the acquisition of an additional percentage of 12.6% in the company were concluded, for the total amount of 7,560 Euros. After the above modification, DIONIC will own 58.6% of the company, instead of 46% which it had before.
Also in June, it proceeded to the establishment of an anonymous company with the name ENERGY AND CONSTRUCTING OF ALTERNATIVE ENERGY FORMS ANONYMOUS COMPANY and the distinctive title ENALEN Trading & Constructing S.A., to construct and utilize alternative energy forms. The participation of DIONIC is at 25%. The Company petitioned for a Production License to the Regulatory Authority for Energy and to the Ministry of Development, as well as a Preliminary Plan of Environmental Consequences of Photovoltaic Plant, for the construction and administration of a photovoltaic plant of 1,999 MW potential in the Municipality of Elos in the Lakonia Region.
In July, procedures were concluded for the acquisition of percentage in the company with the name DI.PRO REAL ESTATE PROPERTIES DEVELOPMENT S.A., which has activities in the development, management and utilization of real estate properties. This action is included in the framework of the announced strategy of the company for development in new activities with significant perspectives, among which the urban real estate properties field is included.
In September 2007 the company decided to participate in the increase of the share capital by 100% of the subsidiary DIONIC PARTICIPATIONS LTD which is based in Cyprus, of a total amount of 100,000 Euros. The above increase was realized with the aim to have a 95% participation of DIONIC PARTICIPATIONS LTD in the company which is under establishment, DIONIC BULGARIA LLC, and which will undertake the expansion of the DIONIC Group activities in Bulgaria, in the framework for the materialization of the strategic plan of DIONIC Groups for development in the Balkans. DIONIC Group, confirming the strategy for continuous corporate development and penetration of new markets, proceeded to the establishment of the subsidiary company DIONIC BULGARIA LLC. Based in Sofia, DIONIC BULGARIA LLC will penetrate Bulgaria, employing specialized executives of the Group, who will transmit their experience and know-how from the parent company, on all levels. Already, an integrated network of voice and data has been installed and functions, allowing real-time communication with the parent company, in a direct and clear way. Thanks to this interconnection, it is possible to operate, in a single way, the systems for Enterprise Resource Planning (ERP), Customer Relationship Management (CRM) and Logistics. Additionally, the central financial control is assured, as well as the constant support and provisioning of the Decision Support Systems (DSS) of the Group.
In October 2007, DIONIC Industrial & Trading S.A. proceeded to the establishment of the subsidiary company DIONIC REAL ESTATE PROPERTIES DEVELOPMENT AKKE (DI.AN.A.), with main objective to develop and manage urban real estate properties. The percentage of the Group’s participation in DI.AN.A. is at 60% and with the initial capital of the company at 300,000 Euros, the investment for DIONIC is at 180,000 Euros. DI.AN.A. will constitute the main axis of the Group’s activities in the real estate properties development sector, focusing on land acquisitions and the construction of residential and business urban real estate properties. In November 2007, DIONIC Industrial & Trading S.A. proceeded to the increase in the share capital of DI.AN.A. amounting to 100,000 Euros, while DIONIC participated by its corresponding percentage, that is, 60% with the paid-in total amount of 60,000 Euros. The revenues from the capital increase will be invested by the subsidiary DI.AN.A., on the one hand in the acquisition of the 49% of the company DI.PRO REAL ESTATE PROPERTIES DEVELOPMENT S.A. paying in total the amount of 294,000 Euros. Additionally, the subsidiary will acquire the 49% of ANDROS VILLAGE M.FILIS LIMITED PARTNERSHIP, a company with main objective the development and utilization of urban estate properties, paying in the amount of 53,000 Euros. Main objective of the activities of ANDROS Limited Partnership is, at a first stage, the development of residential complexes in insular Greece, and specifically on the island of Andros.
In December 2007, in the framework of the development strategy and the expansion of its activities in new profitable markets, it proceeded to the acquisition of the 70% of the company SHENZEN TOP LEAD LIMITED, based in Hong Kong, China. The acquisition was made through the subsidiary company DIONIC Participations Ltd, while the paid-in amount was 350,000 Euros. For this scope, DIONIC completed a relevant increase of the share capital by 350,000 Euros, with paid-in cash to the 100% subsidiary company. DIONIC will have activities in the production and distribution of its brands, aiming to sell them on the international market. Those products include computer and game devices accessories with the mark plug ‘n’ play, computer consumables, like CD-Rs / DVD-Rs / Memory Sticks /USBs, under the brand “Dion” etc. It should be noted that SHENZHEN TOP LEAD in its activities framework has entered into collaborations with large manufacturing companies of consumable products and devices (electronic – digital) out of China, which have been selected based on a series of criteria of quality assurance and observance of distribution specifications internationally (certified by CE/ROHS, TUV).
Financing
Convertible Bonded
The Company as per decision of 23.2.2006 of the Shareholders General Meeting, the decision of 1.8.2006 of the Company’s Board of Directors and the decision of 20.10.2006 of the bond holders, proceeded consequently to the following conversions from the existent Convertible Bonded Loan (CBL) of the company, issued on 1 August 2006, of par value 10,000 Euros, with conversion price 0.91 Euro per share:
§ In September 2007, the company DIONIC Industrial & Trading S.A. announced that on 06/09/2007 starts the negotiation on the Athens Stock Exchange of 6,402,000 new common registered shares, which resulted from the increase in its share capital by 1,920,600 Euros, due to the conversion of 582 bonds into 6,402,000 shares. Thus, the share capital of the company is 25,068,986 common registered shares with voting rights, negotiable on ASE, of par value 0.30 Euro each. The Company’s Share Capital amounts to 7,520,695.80 Euros. The inflow funds amounted to 5,820,058 Euros.
§ On 24/10/2007, after the introduction, as per Approval decision of 17/10/2007 by the Board of Directors of ASE, and negotiation of 352,000 new shares of the company resulting from the increase in its share capital by 105,600 Euros, due to the conversion of 32 bonds into 352,000 shares, the company announced that its Share Capital amounts to 7,626,295.80 Euros, divided over 25,420,986 common registered shares with voting rights, negotiable on ASE, of par value 0.30 Euro each. The inflow funds amounted to 320,003 Euros.
§ On 22/11/2007 after the introduction, as per Approval decision of 15/11/2007 by the BoD of ASE, and negotiation of 275,000 new shares of the company, resulting from the increase in share capital by 82,500 Euros due to the conversion of 25 bonds into 275,000 shares, the company announced that its Share Capital amounts to 7,708,795.80 Euros, divided over 25,695,986 common registered shares with voting rights, negotiable on ASE, of par value 0.30 Euro each. The inflow funds amounted to 250,003 Euros.
§ On 21/12/2007, DIONIC Industrial & Trading S.A. announced that on 31/12/2007 the negotiation starts on ASE of 3,234,000 new common registered shares, which resulted from its share capital increase by 970,200 Euros, due to the conversion of 294 bonds in 3,234,000 shares. The Company’s Share Capital amounts to 8,678,995.80 Euros, divided over 28,929,986 common registered shares with voting rights, negotiable on ASE, of par value 0.30 Euro each. The inflow funds amounted to 2,940,029 Euros.
Common Bonded
On 27/9/2007, DIONIC Industrial & Trading S.A. proceeded to the issue of common bonded loan of 5 million Euros with EFG EUROBANK. The set duration of the loan has been established at four years.
On 5/12/2007, DIONIC Industrial & Trading S.A. proceeded to the issue of a common bonded loan of 2.5 million Euros with the COMMERCIAL BANK. The set duration of the loan has been established at three years aiming at refinancing short-term loans, converting them into long-term with more favorable terms.
On 7/1/2008 DIONIC Group, with the indicator of enhancing its activities through participation in strategically selected profitable fields, as well as the maximization of synergies between the companies of the group, proceeded to the acquisition of an additional percentage of 15.45% in the Company DIADIKASIA S.A., which is one of the largest companies of specialized consulting services provided to companies and organizations of the private and the public sector in Greece. The acquisition amount was € 1,898,940 and will be fully covered by the Equity of the company.
We remind that in March 2007, DIONIC Industrial & Trading S.A., discerning the high quality of provided services and expecting to optimize synergies, proceeded to the acquisition of 5% participation in DIADIKASIA S.A. Upon the completion of the transfer of the remaining 15.45%, DIONIC will own 20.45% of DIADIKASIA S.A.
The choice for the acquisition of an additional percentage of DIADIKASIA S.A., is explicitly interwoven with the strategy for the achievement of synergies, since the company occupies a leading position in the field of Business Consulting, providing high added value services in a wide range of objectives, such as Technological Development, Strategic and Corporate Planning, Reengineering of Operating Procedures, Logistics Systems, Quality Assurance Systems, Information Technology Introduction for the support of the operations of Corporations and Organizations, Financial and Technical Consulting Services to issues of Public &Private Partnerships (PPPs) and Real Estate Development, Management and Development of Human Resources (executive recruitment, personnel training, performance evaluation, human resources administration), Administration and Evaluation of Investment Programs, as well as Utilization of financing opportunities of technological and operational modernization for financial units of all sizes.
Significant synergies and benefits profit mainly the group’s subsidiary ATCOM, which has activities in the provision of internet services, where utilizing the long-term knowledge in complex projects of the public and private sector of the former and the know-how in internet applications of the latter, and possibilities are offered for undertaking new significant projects. At the same time, benefits are significant for the group as well, where an extroverted orientation, particularly as it specifically applies to the Balkan region, constitutes an important opportunity for the expansion of the activities of the DIADIKASIA as well, aiming to undertake projects of the wider Public Sector, but also to the utilization of the subsidized programs of countries like Bulgaria and Romania, where DIONIC group is going to develop activities in 2008.
With this action, DIONIC Group is strategically and actively involved in DIADIKASIA S.A., while upon completion of the transfer, DIADIKASIA S.A. will be included in the consolidated financial statements of DIONIC, with the method of full consolidation from 2008.
On 14/2/2008 DIONIC Group, in the framework of the development of its activities in fields where it possesses know-how and expects benefits, announced that the procedures for the establishment of ATCOM INTERNET & MULTIMEDIA LTD were completed, with the company being based in Great Britain and holding UK Register Number 6492374, through its -by 65%- subsidiary company ATCOM.
Let us reiterate that ATCOM S.A. commenced its operation in 2000, constituting the technological axis of the activities of the DIONIC Group. Today, it has the Web Content Management product Netvolution TM, of its own development, and provides high quality services in the fields of Web Development, Web Design, Web Hosting, Web Consulting, E-commerce, E-learning, Mobile Applications, Web Games. Its main competitive advantages focus on its advanced-technology WCMS product, the highly professional quality of the solutions it provides, as well as on the strong know-how it possesses. Today, it has the largest established base in its field in Greece, while it has undertaken more than 750 installations in Greek and international companies of large and medium size, as well as in Public Sector bodies. In the context of the development of its activities and the penetration of other markets outside Greece, subsidiary ATCOM S.A. proceeded to the establishment of its 100% subsidiary company ATCOM INTERNET & MULTIMEDIA LTD, having as main objective the promotion of its WCMS product on the International Market, via the development of an international network of collaborators.
These actions confirm in practical terms the implementation of DIONIC’s strategic targets for the undertaking of investments in fields and activities where on one hand, it utilizes the know-how and experience of the group, and on the other, it avails itself of opportunities for business risk diversification, penetration of new developing markets and ultimately, increase in profitability.
On 25/2/2008, DIONIC Group, already marking a strong presence in the field of technological products and informatics products distribution, entered into a strategic collaboration with the company Packard Bell, one of the top companies of home computers in Europe, undertaking the official representation and the exclusive distribution of its products on the Greek market.
Mr. Dionysis Katrantzopoulos, DIONIC’s Business Unit Manager of Informatics, emphasized the importance of the collaboration of DIONIC Group with the company Packard Bell, declaring that: “Our collaboration with Packard Bell comes to enhance our company’s already rich portfolio in the field of informatics and to underline the trust that some of the top companies of informatics products in the world have in us.”
The same satisfaction expressed Mr. Sylvain Braem, Key Accounts Senior Manager of Packard Bell:” We are particularly satisfied that we entered into an agreement of collaboration with DIONIC, as it possesses great know-how in the distribution of informatics products, many years of experience, a large network of collaborators in all Greece and clearly very good placement in retail chains, a fact that will contribute decisively to an increase in the identification of Packard Bell, and subsequently of sales.”
DIONIC Group, loyal to its development strategy, proves by such collaborations, its commitment to continuous expansion of the variety of the products it provides to Greek consumers, always on the basis of criteria of quality and market needs.
It is noted that the new collaboration status will not influence the existent collaboration of Packard Bell with the companies Kotsovolos and Electroworld, as well as with the authorized service of Packard Bell in Greece, the MDI company.
On 14/4/2008, the DIONIC Group of companies, in the context of promotion of its products and services, participated in the internationally reputable “Canton Fair” exhibition for imports – exports in China, through its subsidiary company Shenzhen Top Lead, aiming to promote in the international market two of its principal product categories, the PlugNPlay and Seccam. At this exhibition of international prestige, “China Import and Export Fair (Canton Fair)”, which is one of the oldest and largest commercial organizations of international scope, Shenzhen Top Lead, based in Hong Kong, will participate with the promotion of 2 of its product categories, the plug n play (computers / game devices accessories) and Seccam (security systems). More specifically, the products of home entertainment and accessories PlugNPlay are manufactured so that they meet the strictest European safety requirements for products that are primarily directed to children and are covered by a long-term guarantee of good operation for the category for up to two years. The PlugNPlay (joysticks and racing wheels for videogames, connection cables for consoles and computers, and others) constitute a reliable, aesthetically excellent and at the same time cost-saving proposal in the field of Home Entertainment. At the same time, the SECCAM monitoring systems, with high quality standards and ultra modern technology, include exterior and interior cameras, supporting infrared lighting for night view, up to a 70 m distance. Additionally, they feature a multifocal lens with capability of external adjustment. All the SECCAM products have the requisite CE, FCC, RoHs certificates. It is worth noting that the subsidiary Shenzhen Top Lead has activities in the distribution of consumable products (computer accessories, game devices, computer consumables etc.) with its own brands (PlugNPlay, seccam etc.) on the international market, while it has entered into strong collaborations with large manufacturing companies of consumable products and devices (electronic – digital) out of China, which have been selected based on a series of strict criteria for quality assurance and compliance with distribution requirements internationally (certified by CE/ROHS, TUV).
Monitoring closely the international market developments, DIONIC Group participates actively in industry bodies of an international scope, further developing its network of collaborators and expanding, at the same time, his wide customer basis.
The participation of DIONIC Group in the important exhibition Canton Fair demonstrates its consistent commitment to the development strategy for its activities and its collaborations for the disposal and distribution of branded products and services in multiple fields of activities and expertise.
On 22/4/2008, the conference of international representatives of the Activision company was concluded with a particular success, as organized by the business unit Home Entertainment of the DIONIC Group in Athens, at the Asteras Vouliagmenis Hotel.
In the conference participated representatives and executives of the Activision company from countries of Europe, Middle East and Africa, while, during the three-day event, participants were offered the opportunity to learn about the new innovative products of Activision, as well as to exchange opinions regarding the international markets in which they operate.
For the excellent organization of the conference, DIONIC received cordial congratulations as much form the executives of Activision as from the participants, who moreover expressed their desire for the conference to be organized every year in our country.
The success of the organization of the Activision conference, the second largest manufacturer of videogames internationally, contributed significantly as much to the promotion of the wide range of technology products and services of DIONIC, as to highlighting its position as one of the most preeminent companies of representation and distribution of branded products of houses with international reputation on the Greek market. At the same time, the choice of DIONIC Group for the organization and supervision of the Activision event, demonstrates the trust, recognizes contributions made thus far, and projects the possibilities of a Greek company in the undertaking and successful realization of conferences for its important suppliers, confirming the strong and long-term collaborations with companies of international presence.
The organization of high status meetings for the industry demonstrates the intense interest of the DIONIC Group for the enhancement of its promotion in the field of representation and distribution of branded products, while it constitutes the crowning of its constant quality product presence on the Greek market.
On 29/5/2008, in the context of the development of DIONIC Group in other fields, and desiring to extend its activities in the field of electrical energy conservation, it proceeded to the acquisition of 45% of the MARM LIGHTING LIMITED Company, based in Cyprus. The acquisition was made through the subsidiary company DIONIC PARTICIPATION LTD, for the amount of 590,000 Euros.
With this acquisition the Group will have activities in the production and trading of electronic ballasts for T8, T5 and PL fluorescent lighting devices, which provide significant electrical energy conservation compared to magnetic and other electronic ballasts which are available on the market. The company has proceeded to all requisite actions for the certification of the electronic ballasts. Through MARM LIGHTING LIMITED it will also operate in the trading of lighting devices and energy efficiency bulbs with its established Brand ECOLIGHT. The activity in the above fields will be on an international level aiming to penetrate new developing markets, to increase the Group’s profitability and to extend the variety of products and services it provides.
On 3/6/2008, in the framework of the Group’s development and its activities in new fields and after the recent increase in the share capital which was realized in the subsidiary company of the Group DIONIC REAL ESTATE PROPERTIES DEVELOPMENT (DI.AN.A. S.A.), in which DIONIC participates with 60%, DI.AN.A. S.A. proceeded to the acquisition of the 30% of the company LEADERSHIP S.A. for the amount of 462,000 Euros.
The company LEADERSHIP S.A. is a construction company, which operates in the area of the Northeastern Suburbs of Athens, with markedly developed construction activity, an element which entails positive prospects for the DIONIC Group.
This action is integrated in the Group’s strategy for more intense activity in the development and utilization of real estate properties, aiming to enhance the Group’s results, utilizing its know-how and experience, and expanding the provided services in order to disperse the business risk.
DIONIC announced to the investing public, that the issue of the convertible bonded loan of the company, with the cancellation of the option right of the older shareholders which was decided by the 2nd Repetitive Extraordinary General Meeting of the Shareholders on 09/04/2008, was covered at 100% (by ALPHA BANK S.A.), raising total funds of 12,000,000 Euros which correspond to the total of the issue, that is, 1,200 convertible bonds, of par value 10,000 Euros each.
According to the above, DIONIC announced that on 25th June 2008, the convertible bonded loan was issued of a total amount of 12,000,000 Euros, corresponding to 1,200 convertible bonds of par value 10,000 Euros each. According to the stipulations of Laws 3156/2003 and 2190/1920, as in force, the terms of the loan were established by the above decision of the Shareholders General Meeting in combination with the decision on 17/06/2008 of the Company’s Board of Directors.
The basic terms of the loan are as follows:
Type of Bonds: Bearer, paper, convertible to titles
Number of Bonds convertible to common shares: 1200
Par Value of Bonds: 10,000 Euros
Issue Price: At the Par Value of each Bond
Term: 4 years
Interest Rate: EURIBOR rate of six (6) months plus margin 1.50%
Redemption Price: The Par Value of each Bond increased by 4.45%
Conversion Price: 1.00 Euro
Conversion Ratio: Each one (1) Bond is convertible into ten thousand (10,000) common registered, with voting right, shares of the Issuer
Payments Administrator: Alpha Bank S.A.
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