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Acquisition (3 companies) · Spin-off (3 companies) · Break-up (3 companies) · Capital: €1,245,000 · Share­holder agreement Hrb 14 Nov 2005 German Trade Register Announcements, Germany (11/11/2005)

Overview

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HESS GmbH, Burbach-Wahlbach (
Unnamed street ??, 57299 Burbach, Germany
). For the purpose of spin-off, the Shareholders' Meeting of July 28, 2005 increased the share capital from EUR 61,600.00 by EUR 1,183,400.00 to EUR 1,245,000.00 and decided to amend the partnership agreement in Section 3 (share capital). In accordance with the division and takeover agreement of July 28, the Company has 2005 and the approval decisions of its shareholders' meeting of July 28, 2005 and the shareholders' meeting of the transferring legal entity of July 28, 2005 parts of the assets of the Hess-Maschinenfabrik GmbH & Co. KG (participations in the HMB-Maschinenbau GmbH registered in the Commercial Register of the District Court of Siegen under HR B 6432, based in Bad Laasphe-Feudingen, Schlosser-Pfeiffer, registered in the Commercial Register of the Wiesbaden District Court under HR B 16001 GmbH with its registered office in Aarbergen and the Hess Concrete Stone Machinery Ltd., founded on May 7, 1991 in Toronto, Ontario (Canada), with its registered office in Burbach-Wahlbach (Amtsgericht Siegen HRA 5042) a.s. a whole by means of the conversion by spin-off. The spin-off shall only become effective upon registration on the register sheet of the transferring entity. As not registered: the creditors of the companies participating in the spin-off shall be required to declare their claim in writing in writing within six months of the date on which the registration of the spin-off in the register of the registered office of the entity of which they are creditors is deemed to have been made known in accordance with Paragraph 19 (3) of the UmwG, provided that they cannot claim satisfaction. However, creditors are only entitled to this right if they demonstrate that the spin-off 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 latest known state is available on the following page: HESS GmbH, Burbach, Germany.