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Control: RAG Beteiligungs-GmbH · Control: RAG Beteiligungs-GmbH · Acquisition: RAG Beteiligungs-GmbH · Spin-off: RAG Beteiligungs-GmbH · Capital: €110M Hrb30 Jun 2005 German Trade Register Announcements, Germany (29/06/2005)
Overview
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RAG Immobilien AG, Food (
Unnamed street ??, 45128 Essen, Germany
). On May 3, 2005, the Annual General Meeting decided to increase the share capital of EUR 110,000,100 for the purpose of carrying out the subsequent spin-off by EUR 100,- to EUR 110,000,200 and to amend the Articles of Association in Section 4 (share capital). EUR 110,000,200.00. the RAG Beteiligungs-GmbH, Essen (Amtsgericht Essen HRB 5398) has a part of its assets, namely the share of the business in the nominal amount of EUR 2,550,- of the SWI shareholding GmbH, Essen, as well as all rights and obligations under the control and profit transfer agreement of 26.11./December 7, 2004 between the RAG Beteiligungs-GmbH as the dominant company and the SWI beteiligung-GmbH, Essen, as a controlled company and all rights and obligations arising from the control and profit transfer agreement of December 16, 2002 between the RAG Beteiligungs-GmbH as the dominant company and Walsum Immobilien GmbH, Duisburg a.s. a controlled company by way of spin-off in accordance with § 123 Abs. 3 Nr. 1 UmwG transferred from the same day to the company in accordance with the spin-off and takeover agreement of May 3, 2005 and the approval decisions of the main/shareholder meetings of the companies participating in the spin-off. The spin-off shall not take effect until it is entered in the register of the registered office of the transferring entity. Unregistered: The share capital is now divided into 1,100,002 no-par value no-par value shares, which are denominated in the name. The creditors of the companies participating in the division must be declared in writing, provided that, in accordance with § 19 Abs. 3 UmwG, they are deemed to have declared their claim on the basis of reason and amount in writing, provided that they cannot demand satisfaction within six months of the date on which the entry of the division in the register of registered office of the company of which they are creditors is deemed to have been disclosed. However, this right is only available to creditors if they demonstrate that the division jeopardises the fulfilment of their claim.
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: Vivawest GmbH, Gelsenkirchen, Germany.
