Industrial area of Sindos – Thessaloniki, June 28th, 2021
Subject: Announcement regarding the Increase of Share Capital by cash payment with a pre-emptive right in favor of existing Shareholders: Ex-rights date – Exercise and Trading Period of Pre-emptive Right
EX-RIGHTS DATE: 01.07.2021
EXERCISE PERIOD OF PRE-EMPTIVE RIGHT: 06.07.2021 – 19.07.2021
TRADING PERIOD OF PRE-EMPTIVE RIGHT: 06.07.2021 – 14.07.2021
The Limited Company under the name “ELGEKA S.A. TRADE – DISTRIBUTIONS -REPRESENTATIONS – INDUSTRY”, (hereinafter the “Company”) discloses to shareholders the following:
According to 11.12.2020 decision of the Extraordinary General Meeting of the Company’s Shareholders in combination with the decision of 23.06.2021 of the Company’s Board of Directors decided, inter alia, the increase of the share capital of the Company up to the amount of € 6.854.658,48 with cash payment and pre-emptive right in favor of its existing shareholders, with the issuance of up to 28.561.077 new common registered voting shares with a nominal value of € 0,24 each (hereinafter the “New Shares“), in a ratio of nine (9) common new shares for every ten (10) common old shares and issue price of € 0,38 (hereinafter the “Issue Price”) for each new share (hereinafter the “Increase“). The Issue Price of the New Shares may be higher than the stock market price at the time of the cut-off of the pre-emptive right.
After the completion of the Increase and in case it is fully covered, the share capital of the Company will amount to € 14.470.945,68 and will be divided into 60.295.607 common registered voting shares with a nominal value of € 0,24 each one. The total raised funds of the Increase, in case of full coverage, will amount to € 10.853.209,26. The difference between the Issue Price and the nominal value of each New Share totaling up to € 3.998.550,78 will be credited, in accordance with the law and the Company’s Articles of Association, to the account “Difference from the issue of equity shares above par”.
On 29.12.2020 it was registered in the G.E.MI. with Registration Code Number 2433521 the decision with number 138581/29.12.2020 of the Ministry of Development & Investments with which was approved the increase of the share capital by cash payment and the relevant amendment of article 5 of the Company’s Articles of Association.
Ex-rights date of Pre-emptive right
The cut-off date of the pre-emptive right to the Increase with cash payment is set at 1 July 2021. From the same date (01.07.2021), the existing shares of the Company will be traded on the Athens Stock Exchange (the “ATHEX”) without the right of participation in the Increase and the starting price of the existing common shares of the Company on the ATHEX will be formed in accordance with the ATHEX Regulation, in combination with no. 26 Decision of the ATHEX Board of Directors, as in force.
Pre-emptive right
Beneficiaries of the pre-emptive rights are the Shareholders who will be registered in the files of the Dematerialized Securities System (the “D.S.S.”) on July 2, 2021 (record date) for the Company as well as those who acquire pre-emptive rights during the trading period of these rights on the ATHEX.
According to the decision of 11.12.2020 of the Extraordinary General Meeting of the Company’s Shareholders, the Issue Price of the New Shares may be higher than the stock market price at the time of the cut-off of the pre-emptive right, in accordance with the provisions of the ATHEX Regulation.
The exercise period of the pre-emptive right is set from 6 July 2021 until 19 July 2021.
The commencement of trading of the rights in the ATHEX electronic trading system coincides with the commencement of their trading period.
It is pointed out that the trading of the rights will not be possible in the last three (3) working days before the end of their exercise period.
The date on which the trading of the pre-emptive rights in the ATHEX electronic trading system will cease is set at the end of the trading session on 14.07.2021.
The pre-emptive rights for the acquisition of New Shares are freely transferable and will be traded on the ATHEX. The rights will be credited to the Accounts of the Share of each beneficiary in the D.S.S., on the date of their commencement of trading. The rights that will not be exercised until the end of the exercise period (namely until 19.07.2021) extinct and cease to be valid automatically.
The pre-emptive right may be exercised during business days and hours on the exercise period, exclusively through the branches of Eurobank S.A. (for the shareholders that are not willing to exercise them through their operators), as well as through the operators of the shareholders’ securities accounts (Investment Services Firms or Bank Custodian).
In order to exercise the pre-emptive rights, Messrs. Shareholders must present at the branches of Eurobank S.A. their ID card, their tax registration number, the printing of the investor Share & Securities Account details in the D.S.S. as well as the relevant Certificate of Pledged Rights of CSD for exercise a Pre-emptive Right, which they should seek from their account operator.
It is pointed out that, the holders of pre-emptive rights while exercising their rights should also declare: a) the number of investor share in the D.S.S., b) the number of the securities account in the D.S.S. and c) the authorized operator of the securities account, to whom they wish to register their new shares. Finally, they will have to pay in cash, in a special bank account that the Company has already opened in the above Bank for this Increase, the total price of the New Shares corresponding to their exercised pre-emptive right.
The payment of the above amount will be made either by depositing cash in the special bank account that has been opened especially for this Increase or by debiting a deposit account that may be kept by the Shareholder in Eurobank S.A. by an amount equal to the total price of the New Shares corresponding to the exercised pre-emptive right and then an equal credit of the above special account of the Increase.
Shareholders wishing to exercise their rights through their operators will require the exercise of their rights by their operator. Operators should be authorized by the beneficiaries and take appropriate action to ensure that their customers’ pre-emptive rights are properly exercised.
In case of more than one subscription for New Shares by the same person based on the data recorded in the D.S.S., all these subscriptions will be treated as a single subscription.
Fractions of New Shares will not be issued. The maximum number of New Shares for which a pre-emptive rights holder can register is a direct function of the number of pre-emptive rights held. If Pre-emptive Rights produce decimal number of New Shares, New Shares shall be rounded down to the nearest integer for each beneficiary. For this reason, it is recommended to Messrs. Shareholders as they gather through the ATHEX number of shares or pre-emptive rights that, when exercising the pre-emptive rights, produce an integer number of New Shares.
After exercising their pre-emptive rights, the subscribers will receive a relevant receipt, which is not a temporary title and will not be traded on a market.
The investors exercising their Pre-emptive Right will not bear settlement costs and costs for the credit of the New Shares in the securities account or any other cost. With regard to the purchase of pre-emptive rights during the trading period, the purchaser shall bear any costs and charges agreed with the investment firm or bank acting as intermediary for such purchase as well as the fees and charges applied by ATHEX CSD.
The New Shares shall be dematerialized and shall be credited in the Share Accounts of each beneficiary on the D.S.S., as declared by each beneficiary.
The notification to those who have exercised the pre-emptive right of the amount corresponding to them in the distribution is done by crediting their shares to the D.S.S.. These credits are made simultaneously for all investors and from the next working day the trading of the New Shares begin.
Pre-subscription right
According to 11.12.2020 decision of the Extraordinary General Meeting of the Company’s Shareholders in combination with the decision of 23.06.2021 of the Company’s Board of Directors, the beneficiaries of the pre-emptive rights are granted an additional Pre-Subscription Right to acquire additional New Shares that may remain Unsubscribed at the Issue Price, in the proportion of one (1) Unsubscribed Share for each (1) New Share taken and only if these persons have fully exercised their pre-emptive rights corresponding to an integer number of New Shares.
The pre-subscription right shall be exercised simultaneously with the exercise of the pre-emptive rights throughout the duration of the pre-emptive rights exercise, during working days and hours, exclusively at Eurobank S.A. either through the authorized operators (Investment Services Firms or Bank Custodian) of those entitled to exercise it or directly at the branches of Eurobank S.A. (for the shareholders who do not wish to exercise them through their operators) and with the simultaneous payment in cash of the total funds corresponding to the Unsubscribed Shares, for which the pre-subscription right is exercised.
Prerequisite for exercising the pre- subscription right through the branch network of Eurobank S.A. is the existence of a deposit account in Eurobank S.A..
Those who exercised the pre- subscription right will only be satisfied if Unsubscribed Shares exist. If the number of Unsubscribed Shares is not sufficient for the full satisfaction of the demand from the beneficiaries, the relevant pre-subscription rights will be satisfied proportionally and according to the percentage of each pre-subscription right over the total subscription rights until the Unsubscribed Shares are completely exhausted. In case the number of Unsubscribed Shares is greater than the number of Shares requested through pre-subscriptions, the pre-subscriptions will be satisfied in their entirety.
The beneficiaries, after the full exercise of their pre-emptive rights, will be able to exercise the pre-subscription right on any Unsubscribed Shares, by submitting a written declaration at the branches of Eurobank S.A where the number and value of the New Shares they wish to acquire will be stated. The exercise of the pre- subscription right will be carried out by pledging a deposit account held by the beneficiary or opening in Eurobank S.A., in an amount equal to the value of the New Shares for which he/she exercises the pre- subscription right. Eurobank S.A. on the day of full or partial satisfaction of the exercised pre- subscription right of the beneficiary will debit this account in an amount equal to the total value of the New Shares that will be finally allocated to the pre-subscribed and then to the credit of the special bank account opened specially for the Increase.
Beneficiary investors who choose to exercise their pre- subscription right through their operators will submit the relevant application through their operators. Operators should be authorized by beneficiaries and take appropriate action to properly exercise their customers’ pre- subscription rights.
If more than one pre-subscription is found for New Shares of the same persons based on the D.S.S. data, all of these pre-subscriptions will be treated as a single pre-subscription.
After the exercise of the pre- subscription rights, the exercisers of such rights will receive a relevant receipt, which is not a temporary title and will not be traded on a market.
Any paid pre-subscription amounts that will not be used to acquire Unsubscribed Shares will be released and returned interest-free to those who exercise the pre-subscription right.
If after the timely exercise or extinction of the pre-emptive rights and the completion of the pre-subscription process there are still unsubscribed Shares, then the share capital of the Company will increase only by the amount of the final coverage according to article 28 of L. 4548/2018, as applicable (possibility of partial coverage). In this case, the Board of Directors has been authorized to adapt article 5 of the Company’s Articles of Association on its share capital, with its decision on certification of the Increase, so as to determine the final number of New Shares and the nominal amount of the new share capital that will result from the completion of the Increase process.
Right of withdrawal
In the event of publication of a supplement to the Prospectus, pursuant to par. 2a) of article 23 of the Regulation (EU) 1129/2017, as in force, investors who have already agreed to subscribe or pre-subscribe for the acquisition of New Shares before the supplement is published shall have the right to withdraw their subscription within three (3) working days after the publication of the supplement. That period may be extended by the Issuer. The final date of the right of withdrawal shall be stated in the supplement.
The Prospectus
The Prospectus for the increase of share capital of the Company, as approved by the Board of Directors of the Hellenic Capital Market Commission on 25.06.2021, is available to the investment community from today Monday 28.06.2021, in electronic form on the following websites:
Hellenic Exchanges – Athens Stock Exchange Holding S.A.:
(https://www.athexgroup.gr/el/companies-information-memorandum-informative-material)
Hellenic Capital Market Commission: (http://www.hcmc.gr/el_GR/web/portal/elib/deltia) and
Company: (http://elgeka.gr).
In addition, the Prospectus, during the exercise period of pre-emptive rights, will be available free of charge to the investment community and in printed form, if requested, at the Company’s offices, a) Delta Municipality, Thessaloniki, Industrial Area of Sindos, 570 22, P.O Box 1076, DA 13, Block 31 – B’ Phase, tel: 2310-779700 and b) Acharnes Municipality, Ag. Ioannou Theologou str. 60, 136 77, tel: 210-2415100.
The date of the commencement of the trading of the New Shares in the Athens Exchange, following the completion of the Share Capital Increase, shall be determined by the Company and shall be made known by an updated company announcement.
It is noted that ATHEX approval is required for the listing of the New Shares.
For more information, the Shareholders may contact on working days and hours the Company’s Investor Relations Department (tel. 2310-779726, Ms. Sofronia Koukouli).
