The period of acceptance of the optional public offer for the acquisition of all the shares of Ellactor by RB Ellaktor Holding BV, a subsidiary of Reggeborgh, is set from June 24 to July 26, according to a company announcement, after the approval of the relevant prospectus. by the Hellenic Capital Market Commission.
Motor Oil, as the second largest shareholder of the Company, confirmed that it will not offer to the Public Offering the shares it holds.
RB Ellaktor also emphasizes its intention to keep the company listed on the Athens Stock Exchange.
More specifically, as mentioned in the announcement:
1. On 23 June 2022 (the “Date of the Prospectus”), the Board of Directors of the Hellenic Capital Market Commission (the “EC”), approved, in accordance with article 11 par. 4 of Law 3461/2006, (the “Law” ), the prospectus for the voluntary public offer submitted by the company under the name “RB Ellaktor Holding BV”, (“the Public Offer”), a company incorporated under Dutch law, having its registered office at Reggesingel 12, Rijssen , 7461BA, with registration number 76031896 (the “Offeror”), for the acquisition of all the common registered voting shares with a nominal value of € 0.04 each, issued by the company under the name “ELLAKTOR SA” which are not owned directly or indirectly by the Bidder and / or by persons acting in coordination with the Bidder on the Date of the Public Offer (as the persons and this date are defined below). company established under Greek law, with headquarters in the Municipality of Kifissia and number GEMI 000251501000 (the “Company”).
2. On 6 May 2022, (the “Public Offer Date”) the Offeror started the optional public offering process (“the Public Offer”) by informing the EC and the Company’s Board of Directors in writing and submitting to them a draft of the Public Offer according to article 10, par. 1 of the Law.
3. Today, the total share capital of the Company amounts to € 13,927,680.20, divided into 348,192,005 common, registered, voting shares with a nominal value of € 0.04 per share, which are traded on the Athens Stock Exchange (the ” Shares”).
4. The Offeror is a 100% subsidiary of Reggeborgh Investment BV, a company incorporated under Netherlands law, established in Reggesingel 12, Rijssen, 7461 BA, The Netherlands, with registration number 08088092. On the Bid Date, Reggeborgh Investment BV holds a total of 106,275,775 Shares, representing approximately 30,522% of the Company’s paid-up share capital and all of its voting rights.
5. Apart from Reggeborgh Investment BV and any other entity controlled by Reggeborgh Investment BV pursuant to section 3 (1) (c) of Law 3556/2007, there are no other natural or legal persons acting in coordination with the Offeror regarding the Public Offer as these persons are defined in article 2, (e) of the Law (the “Persons acting in coordination with the Bidder”).
6. All Shares that are not held directly or indirectly by the Offeror or by Persons acting in coordination with the Offeror on the Public Offer Date, ie 241,916,230 Shares, which represent approximately 69.5% of the total paid-up share capital. of the Company and all its voting rights are the subject of the Public Offer (the “Shares of the Public Offer”) and there is no minimum number of Shares that must be offered in order for the Public Offer to be valid.
7. The Offeror offers € 1.75 in cash for each Share offered to the Offeror by the Shareholders in accordance with the law (the “Price of the Public Offer”). The Offer Price offered for the Shares is reasonable and fair according to Article 9 par. 4 of the Law The Price of the Public Offer: (a) exceeds by approximately 31.6% the average market value during the last six (6) months preceding the Public Offer, which amounts to € 1.33. (B) exceeds by approximately 2.94% the highest price at which the Offeror or any of the persons acting on his behalf or in coordination with him acquired Shares in the last twelve (12) months preceding the Public Offering. Proposal, which amounts to € 1.70 per share The Offeror also states that the conditions of article 9 par. 6 of the Law are not met and therefore no valuation report has been prepared for the valuation of the Shares and the determination of the law and reasonable exchange of Shares.
8. The Offeror undertakes on behalf of the Shareholders who legally, validly and timely accept the Public Offer (the “Accepting Shareholders”), the payment of the charges provided in Decision 18 (List of Charges) of the Board of Directors of EL.K.A. T. (meeting 311 / 22.02.2021), as amended and in force each time, for the transfer of the Shares, currently amounting to 0.08% of the value of the transfer, with a minimum charge of less than the amount of € 20 or 20 % of the value of the transfer, per transfer order for each Accepting Shareholder The Offeror does not undertake the obligation to pay the amount corresponding to the tax provided in article 9 of Law 2579/1998, which currently amounts to 0.2% of the value of the transaction Accepting Shareholders will bear this tax.
9. Pursuant to Article 9 of the Law, Goldman Sachs Europe SE Bank has certified that the Offeror has all the available means to pay the Price of the Public Offer and all the charges of EL.K.AT. for the transfer of the offered Shares. In any case, the above credit institution does not guarantee in accordance with article 857 et seq. Proposal.
10. Goldman Sachs Europe SE has also been designated as a Consultant to the Offeror (the “Consultant”) in accordance with Article 12 of the Law.The Consultant is a credit institution established under German law, based in Marienturm, Taunusanlage 9 -10, D-60329, Frankfurt and is entitled to provide investment services for the sponsorship and placement of financial instruments.
11. Motor Oil, as the second largest shareholder of the Company, confirmed that it will not offer to the Public Offering the shares it holds.
12. The Offeror and the Persons acting in coordination with the Offeror declare that they will not acquire either through the Athens Stock Exchange or over the counter any Share from the date of announcement of the Public Offer until the end of the Acceptance Period of the Public Offer (as defined below).
13. The Acceptance Period, during which the Shareholders can accept the Public Offer by submitting to their Participants / Mediators a signed copy of the acceptance form (as defined in the Fact Sheet), will last for 4 weeks and two working days. from June 24, 2022 at 8 a.m. (GMT +2) until the 26th of July 2022 at the end of the working hours of the Participants / Mediators (the “Acceptance Period”) The acceptance process of the Public Offer is described in Section 2 of the Fact Sheet.
14. The shareholders of the Company can receive free copies of the Prospectus and any information related to the acceptance process of the Public Offer addressed to their Participants / Mediators during the entire Acceptance Period, all working days and within working hours.
15. Public Offer Acceptance Forms will be available to the Accepting Shareholders by their Participants / Intermediaries. Acceptance Forms will also be available at Eurobank SA branches. which has been appointed as the Bidder of the Bidder for the execution of the transaction of the Public Offer and its settlement. Acceptance statements submitted by Accepting Shareholders can be revoked freely until the end of the Acceptance Period.
16. The Prospectus, as approved by the EC, will be posted on the website of the EC (www.hcmc.gr) and the Athens Stock Exchange (www.helex.gr). It is noted that the Offeror does not have a website.
17. The results of the Public Offer will be published, according to article 16 par. 1 of the Law, by the Bidder within two working days from the end of the Acceptance Period, ie until July 28, 2022, on the website of the Athens Stock Exchange and in the Daily Price List of the Athens Stock Exchange, and must be notified to the representatives of the Company’s employees or to the Company’s employees directly in accordance with article 23 of the Law.
18. The transfer of the Shares that will be legally offered by the Accepting Shareholders will be done according to the procedure described in Section 2 of the Prospectus.
19. According to article 28 of the Law, in case the Offeror and the Persons acting in coordination with the Offeror, upon the completion of the Public Offer, hold Shares corresponding to at least 90% of the total voting rights of the Company, the Offeror The Bidder must acquire in the Price of the Public Offer any additional shares offered to it for a period of three (3) months from the publication of the results of the Public Offer.
20. Finally, the Offeror declares that in case he acquires Shares corresponding to more than 90% of the total paid-up share capital of the Company and its voting rights, he will not exercise his right to redeem the minority shares in accordance with article 27 of the Law. In any case, it is the intention of the Offeror to keep the shares of the Company listed on the Athens Stock Exchange.