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Acquisition: E. ON Hanse AG · Spin-off: E. ON Hanse AG · Break-up: E. ON Hanse AG, Hamburg Netz GmbH · Capital: €12M · List of board members · Company statute Hrb10 May 2010 German Trade Register Announcements, Germany (06/05/2010)
Overview
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Schleswig-Holstein Netz AG, Quickborn/Krs. Pinneberg,Schleswag-
Unnamed street ??, 25451 Quickborn, Germany
. Capital: EUR 12,000,000.00. The Annual General Meeting of April 21, 2010 approved the increase of the share capital by EUR 11,950,000.00 to EUR 12,000,000.00 for the purpose of implementing the spin-off and takeover agreement with the E. ON Hanse AG, based in Quickborn (Amtsgericht Pinneberg HRB 5802 PI) of April 21, 2010 and the capital increase-related amendments to the Articles of Association in Section 4 (share capital). The capital increase has been carried out; On April 21, 2010, the company, as the acquiring legal entity, concluded a spin-off and takeover agreement (UR No. 105/2010 of the notary Schormann in Bönningstedt) with the E. ON Hanse AG, based in Quickborn (Amtsgericht Pinneberg HRB 5802 PI) as the transferring legal entity for parts of the assets (networks and network operation SH and "Other network area SH") of the E. ON Hanse AG. The Company's Annual General Meeting on April 21 and 2010 approved this contract. As a result of the spin-off and acquisition agreement of April 21, 2010 and the approval decisions of April 21, 2010, the company has acquired parts of the assets (business units "Networks and Network Operation SH" and "Other Network Division SH") of the E. ON Hanse AG, based in Quickborn (Amtsgericht Pinneberg HRB 5802 PI), by way of spin-off. The division shall have taken effect on the simultaneous entry in the register of the registered office of the transferring entity; On April 21, 2010, the company concluded the following contracts with the founder E. ON Hanse AG, Quickborn (Amtsgericht Pinneberg HRB 5802 PI), which were approved by the Annual General Meeting on the same day: lease agreement with the company as a tenant concerning assets; lease agreement with the company as a tenant and the Hamburg Netz GmbH with its registered office in Hamburg (Amtsgericht Hamburg HRB 110712) as a further tenant concerning property; Put option contract concerning the justification of the right or obligation of the E. ON Hanse AG to transfer the business unit "Technical Network Service Schleswig-Holstein/North Lower Saxony" as well as support and cross-sectional functions to the company; service contract with the company as the client for the construction and operation of distribution networks; Trust agreement with the company as trustee for the management of client contracts by the E. ON Hanse AG; Agreement on the connection of the company as a cash poolParticipant to a zero-balancing procedure. Published a.s. unregistered: the creditors of the entities participating in the division must be made aware of the security of the creditors of the entities involved in the division if, within six months of the date on which the entry of the division in the register of the registered office of the entity of which they are creditors is deemed to have been made known, they must declare in writing their claim on the basis of reason and amount, provided that they cannot demand satisfaction. However, creditors are entitled to this right only if they demonstrate that the division jeopardises the fulfilment of their claim. A new list of the Supervisory Board has been submitted to the Commercial Register.
This filing was translated from German to English. The filing refers to a past date, and does not necessarily reflect the current state. The current state is available on the following page: Schleswig-Holstein Netz Beteiligungs-AG, Quickborn, Germany.
