Industrial area of Sindos – Thessaloniki, June 13th, 2023
Subject 1st: Disclosure of Company’s negotiations for the restructuring of its bank loans and in this context: A) Disclosure of granting a special license for the sale and transfer of the company’s shares under the name “GLOBAL SYNERGY BUYING GROUP S.A. TRADE – DISTRIBUTIONS – REPRESENTATIONS” owned by the Company, to a related party and
B) Disclosure of granting a special license for the sale of the Company’s property to a related party.
Subject 2nd: Disclosure of share purchase agreements of the companies “GATEDOOR WEALTH CREATION S.R.L.”, “GATE MAX S.R.L.” and “GATEDOOR IMOBILIARE S.R.L.”, between ELGEKA Group and the minority shareholders of these three (3) companies
“ELGEKA S.A. Trade – Distributions – Representations – Industry” (hereinafter “the Company”), in continuation of the Board of Directors meeting held on June 12, 2023, would like to disclose the following:
Regarding the 1st subject: By signing the relevant modification terms (Term Sheet) of the Common Bond Loan (CBL) on June 12, 2023, between on one part the Company and its subsidiary company “DIAKINISIS S.A.” and on the other part of their lending banks, the restructuring of the Group’s bank loans is completed. In the immediate future, the signing of the relevant modification agreements of the CBL contracts dated July 25, 2019, will follow.
Through this restructuring, ELGEKA Group achieves the extension of its bank loans up to December 31, 2029, with a smoother distribution of agreed installments over the years, ensuring in this way additional cash flows for its further operational development. At the same time, the agreement also includes a reduction in the applicable interest rate, laying the foundation for lowering of Group’s financial costs and the further decreasing of related cash flows.
In the context of reducing its net debt and utilization of its assets, the Company announces that it will proceed to the following transactions:
A) Sale and transfer of the total of one hundred fifty-two thousand nine hundred eighty (152.980) shares of “GLOBAL SYNERGY BUYING GROUP S.A. TRADE – DISTRIBUTION – REPRESENTATIONS” and the distinctive title “G.S.B.G. S.A.”, owned by the Company, to the company named “GLOBALTERR SINGLE MEMBER S.A.”, for a total price of two million six hundred thousand euro (€ 2.600.000), taking into account the Special Report of Transaction’s Evaluation dated 26.04.2023, in accordance with articles 99-101 of L.4548/2018 regarding the Reasonableness and Fairness of shares’ sale of “G.S.B.G. S.A.”, prepared by Mr. Ilias Zafeiropoulos, Certified Public Accountant (Registration No. ELTE: 1181) of the company “ZEPHYROS PARTNERS CERTIFIED AUDITORS CONSULTANTS S.A.” (Registration No. ELTE: 70). It is noted that the provisions of paragraphs 1 & 2 of article 99 of L.4548/2018 will be strictly applied for the legality of this transaction, as the company “GLOBALTERR SINGLE MEMBER S.A.” which will enter into the aforementioned agreement with the Company, qualifies as a related party to the Company within the meaning of the provisions of article 99 par. 2(a) of L.4548/2018
It should be noted that the subsidiary company “G.S.B.G. S.A.” represents 7,2% of the Consolidated Sales of ELGEKA Group and 0,3% of the Earnings Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) for the fiscal year 2022. The transfer of this subsidiary at the aforementioned price will result in a gain of 1,07 mil. euro for the Company.
B) Sale and transfer of the described property below to a related party and Major Shareholder, for a total price of three million six hundred and five thousand euro (€ 3.605.000), taking into consideration the Special Report of Transaction’s Evaluation dated 31.05.2023, in accordance with articles 99-101 of L.4548/2018 regarding the the Reasonableness and Fairness of the Property sale, prepared by Mr. Ilias Zafeiropoulos, Certified Auditor (Registration No. ELTE: 1181) of the company “ZEPHYROS PARTNERS CERTIFIED AUDITORS CONSULTANTS S.A.” (Registration No. ELTE: 70). It is noted that the provisions of paragraphs 1 & 2 of article 99 of L.4548/2018 will be strictly applied for the legality of this transaction as the buyer is a related party to the Company, within the meaning of the provisions of article 99 par. 2 (a) of L.4548/2018.
The property being sold by the Company is located in Kalochori, Thessaloniki, specifically referring to a single land site situated in the Municipal Community of Kalochori, Municipal Unit of Echedoros, Municipality of Delta, Regional Unit of Thessaloniki, Central Macedonia Region, on Olympou Street, number 32, with a total area of 44.622,14 s.m., including the building facilities (offices / warehouses) with a total area of 6.580,63 s.m..
The aforementioned property belongs to the category of non-operational investment properties, and therefore, its sale does not have any impact on the operational activities of the Group as well as to the Group’s financial results.
Regarding the 2nd subject: By signing the share purchase agreements dated 26.05.2023, ELGEKA Group proceeded in total to the acquisition of 49,99% in the company “GATEDOOR WEALTH CREATION S.R.L.”, whose Equity amounted to approximately € 4,1 million as of the aforementioned transaction date and to the sale of 50,01% in the companies “GATE MAX S.R.L.” and “GATEDOOR IMOBILIARE S.R.L.”, whose Equity also amounted to the same value as of the same date. Following this transaction, ELGEKA Group now holds a 100% stake in the company “GATEDOOR WEALTH CREATION S.R.L.”, whereas previously it held a 50,01% stake in all three companies, “GATEDOOR WEALTH CREATION S.R.L.”, “GATE MAX S.R.L.”, and “GATEDOOR IMOBILIARE S.R.L.”.
It should be noted that these transactions do not affect the cash flows of ELGEKA Group, while in the Statement of Financial Position, the companies “GATE MAX S.R.L.” and “GATEDOOR IMOBILIARE S.R.L.” will no longer be consolidated, and non-controlling interest will no longer be recognized in the company “GATEDOOR WEALTH CREATION S.R.L.”.
The aforementioned transaction was carried out to provide greater flexibility to ELGEKA Group in its capacity for taking business decisions, formulating strategic plans and implementing its investment development plan.