The increase of the share capital of the company by an amount of up to sixty six million eight hundred forty thousand sixty four Euros and fifty cents (€ 66,840,064.50) with the issuance of up to 222,800,215 new, common, intangible, registered voting shares with a nominal value of 0 , 30 Euros each (the “New Shares”), with cash payment and with the right of preference of the existing shareholders of the company, approved the Board of Directors of INTRALOT during yesterday’s meeting (21.06.2022) under the authority granted to it by the Extraordinary General Meeting of shareholders of 23.05.2022.
At the same time, the BoD of the company approved the following:
• Those who have the right of preference in the Increase will be entitled to acquire New Shares with a ratio of 1,4999665907674 New Shares for each old share of the Company. In case the Increase is not fully coveredthere will be the possibility of partial coverage if the amount of coverage amounts to at least one hundred and twenty-six million five hundred thousand Euros (€ 126,500,000). In the event that the amount of coverage is less than one hundred and twenty-six million five hundred thousand Euros (€ 126,500,000), the Increase will be canceled completely.
• The definition of the offering price of the New Shares at fifty-eight cents of Euro (€ 0.58) per New Share (the “Offering Price”). The Selling Price may be higher than the stock price at the time of the cut-off of the pre-emptive right. The total difference between the nominal value of the New Shares and their offering price, amount (in case of full coverage of the Increase) sixty-two million three hundred eighty-four thousand sixty Euros and twenty cents (€ 62,384,060.20), will be credited of the account “Difference from the issue of premium shares”.
• Not to issue fractions of the New Shares and the New Shares that will result from the Increase to be entitled to a dividend from the profits of the current year (01.01.2022-31.12.2022) and henceforth, according to the current legislation and the Company’s Articles of Association, if the Ordinary General Meeting of the Company decides the distribution of a dividend for the said year and, in addition, if the New Shares have been credited to the accounts of the beneficiaries identified through the Intangible Securities System (“DSS”) managed by company “Hellenic Central Securities Depository Societe Anonyme” (the “EL.K.AT”), on the date of termination of the right to receive a dividend.
• The definition of a deadline for payment of the Increase that will not exceed four (4) months from the day of registration of the decision of the Board of Directors for the Increase in the G.E.M.I., according to article 20 par. 2 of Law 4548 / 2018.
• The definition of a deadline of sixteen (16) calendar days for the exercise of the pre-emptive rights of the existing shareholders, according to article 26 par. 2 of Law 4548/2018. The pre-emptive right for the acquisition of the New Shares in the Increase will have: (a) all the shareholders of the Company, who will be registered in the DSS, on the date of identification of beneficiaries (record date) according to article 5.2 of the ATHEX Regulation. , if they retain these rights at the time of their exercise, and (b) those who acquire pre-emptive rights during the trading period of these rights on the Athens Stock Exchange.
• To grant a pre-registration right (the “Pre-Registration Right”) to the persons who fully exercised the pre-emptive rights they held, for the acquisition by each exerciser, at the Sale Price, of New Shares that may remain unavailable (a) after the timely exercise or depreciation pre-emptive rights and (b) after the distribution of New Shares to entities or funds controlled by Standard General LP, including Standard General Master Fund II LP (jointly SG) ( the “Unallocated Shares”). The Pre-emptive Right can be exercised for the acquisition of Unallocated Shares that will not exceed 100% of the New Shares arising from the exercised pre-emptive rights of this exerciser.
• In case after the distribution of the New Shares based on the exercised pre-emptive rights, the distribution of New Shares in SG and the Pre-subscription Rights there are still Unallocated Shares, these can be sold at the Offering Price, at the discretion of the Board, according to with article 26 of Law 4548/2018, as in force.
• The corresponding amendment to article 5 of the Company’s Articles of Association, to reflect the relevant change in the Company’s share capital.
• The report of the Board of Directors, according to paragraph 4.1.3.13.2 of the Regulations of the Athens Stock Exchange and article 22 par. 1 and 2 of Law 4706/2020, which will be published in accordance with the provisions of these provisions.
In addition, the Board of Directors provided members of the Board of Directors and Company executives with authorizations for the necessary actions to complete the Growth process and the listing of the New Shares for trading on the regulated market of the Athens Stock Exchange.
The cut-off date of the pre-emptive right, the period of exercise of the pre-emptive right and the Pre-emptive Right and the trading period of the pre-emptive right on the Athens Stock Exchange will be announced in a new announcement within the time period provided by law.
Further information on the Company, the New Shares and the Increase will be included in the Prospectus, prepared in accordance with the provisions of Regulation (EU) 2021/337 amending Regulation (EU) 2017/1129 as regards the prospectus for recovery of the EU, Regulation (EU) 2017/1129, the delegated Regulations (EU) 2019/979 and 2019/980 and the applicable provisions of Law 4706/2020, as in force, to be approved by the Hellenic Capital Market Commission, for the approval and disposal of which the investing public will be informed with a new announcement.
Shareholders and investors interested in more information and clarifications can contact the Company’s offices during working days and hours: at the 19th km. Paianias-Markopoulou Ave., 190 02 Paiania Attica, Tel .: 210 61 56 000 ( responsible Messrs. Michael Tsagalakis and Antonios Mandilas).
See the Report of the Board of Directors in the right column Related Archives
Source: Capital
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