By Eleni Bota
New, even more urgent questions are being raised regarding the case of the Intrakat sale deal. After Capital.gr’s revelations about the place, time and price, as well as the composition of the new board of directors that has been proposed, a new major issue is raised regarding the commitments undertaken, in the form of a statement of intent, by the former key shareholders of Intrakat.
More specifically, as revealed today by Capital.gr in the prospectus of Intrakat’s recent capital increase – approved by the Capital Market Commission – there was a statement of intent by the then major shareholders that they do not intend to exit the company for a period of 6 months after the new shares from the increase start trading. This is a declaration of intent not to withdraw to the remaining shareholders and those who would have participated in the share capital increase, which was ultimately not followed.
It is obvious that the non-compliance with the declaration of intent has no legal impact, in terms of the implementation of the transfer, but it creates a maximum issue for the small shareholders and essentially makes even more imperative the obligation of a public offer to buy the remaining shares from the twin shipowners who are now being investigated by the Capital Market Commission for coordinated action during the acquisition of Intrakat.
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As specifically stated in AMK’s prospectus, specifically on page 31, “INTRACOM HOLDINGS, as the main shareholder of the joint stock company with the name “INTRAKAT TECHNICAL AND ENERGY PROJECTS STOCK COMPANY” directly controlled 17,671,019 shares of the Company, i.e. a percentage of 36.79 % of its share capital, in the context of the implementation of article 4.1.3.13.2 of the Regulation of the Athens Stock Exchange in view of the imminent increase of the Company’s share capital, during the meeting of the Company’s Board of Directors on 01/20/2022, declares its intention :
(a) the shares corresponding to the above participation percentage of the pre-emptive rights on the considered increase in the Company’s share capital, as exercised by its 90.91% subsidiary, INTRACOM TECHNOLOGIES Sarl, which will acquire these from INTRACOM HOLDINGS
(b) not to differentiate its indirect and direct percentage of participation in the Company:
i. until the completion of the considered increase and the introduction of the new shares of the Company, and
ii. for a period of six (6) months after the start of negotiation”.
Dimitrios Koutras, DANECH ESTATE I LTD, Dimitrios Theodoridis and Petros Suretis stated the same intentions to maintain their participation rate, according to the increase information.
In other words, based on what the former main shareholders declared as their intention, the shareholding composition of INTRAKAT was not going to change, at least in terms of the percentages of the major shareholders, at least until August 21, i.e. six months after the start of negotiations of the new ones – after AMK – February 21 shares. However, in practice the declaration of intent of the main shareholders was not observed given that the sale transaction of 61.7% of INTRAKAT shares was announced on July 5, almost 1.5 months before the date mentioned in the declaration of intent of the former main shareholders. And in any case the six-month limit is a specific formal limit, which was not met either.
Strong argument
The public position – statement of intentions of the main shareholders of Intrakat before the minor shareholders, who participated in the Capital Increase, reasonably considering that the company’s share status will not change in the immediate period after the increase, comes to add another strong argument to those they argue that a public offer should be made by the company’s new shareholders, at the same price as the recent transactions with the 4 shipowners. And this is because it is clear that with the declaration of intentions the small shareholders who participated in the increase formed a completely different picture of the company’s future. And in any case they were taken by surprise and have not been given the opportunity – at least – to sell their shares at the same price as the major shareholders who very easily made declarations of intent to maintain their percentages.
It should be underlined that the statement of intentions of the former main shareholders is included in the information of the capital increase approved by the Capital Market Commission, which started an investigation into the matter only when the publications and articles of Capital.gr.
It should be noted, as market circles point out at Capital.gr, the statement of intent of the principal shareholders does not create a legal issue. However, it creates a major issue that directly affects the protection of the interests of small shareholders and also the protection of the prestige of the Greek capital market.
Source: Capital
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