Public offer from Reggeborgh for Ellaktora at € 1.75 / share – The title remains on the ATHEX

LAST UPDATE: 21.10

In the submission of an optional public offering for shares of Ellactor, at the price of 1.75 euros per share, it announced that the side of Reggeborgh Invest is moving forward – as it had previously broadcast Capital.grwhich owns about 30% of the construction group.

According to an announcement, Reggeborgh Invest has decided to submit “an optional public offering to all shareholders holding common, registered, voting shares of Ellactor, for 1.75 euros per share in cash”.

The optional public offering will be submitted by RB Ellaktor Holding BV, a 100% subsidiary of Reggeborgh Invest BV. and it is noted that “in any case it intends to keep the Shares listed on the Athens Stock Exchange.

The Draft Prospectus has been prepared by RB Ellaktor Holding BV and its consultant Goldman Sachs Bank Europe SE. The approval of the prospectus for the public offer is expected in the coming days.

The announcement in detail:

1. Pursuant to Law 3461/2006, (the “Law”), the company under the name “RB Ellaktor Holding BV”, incorporated under the laws of the Netherlands, having its registered office in Rijssen, Reggesingel 12, 7461BA , The Netherlands, with registration number 76031896 (the “Offeror”) announces that it is submitting an optional public offer to all the holders of the common, registered, voting shares, with a nominal value of 0.04 Euros each, issued by the societe anonyme under the name ” ELLAKTOR SA ”

ELLAKTOR SA has been established according to the laws of Greece, with number G.E.M.I. 000251501000 and has its registered office in the Municipality of Kifissia and (the “Company”).

On May 6, 2022, “Date of the Public Offer”, the Offeror started the process of the optional public offer (“Public Offer”) by informing the Capital Market Commission and the Board of Directors of the Company, submitting to them a draft of the Prospectus, according to article 10 par. 1 of the Law.

2. Today, the total share capital of the Company amounts to € 13,927,680.20 divided into 348,192,005 common, registered, after voting, shares with a nominal value of € 0.04 per share, which are traded on the Athens Stock Exchange (the ” Shares”).

3. The Offeror is a 100% subsidiary of Reggeborgh Invest BV, incorporated in accordance with the laws of the Netherlands with registered office at Reggesingel 12, Rijssen, 7461 BA, with registration number 08088092. At the date of the Bid, Reggeborgh Invest BV holds a total of 106,275,775 Shares, which represent approximately 30.522% of the paid-up share capital of the Company and its total voting rights.

4. Apart from Reggeborgh Invest BV and any other companies controlled by Reggeborgh Invest BV, in accordance with article 3 par. 1 (c) of Law 3556/2006, there are no other natural or legal persons acting in coordination with Proposer regarding the Public Offer, as these persons are defined in article 2 case (e) of the Law.

5. All Shares not held directly or indirectly by the Offeror or Reggeborgh Invest BV on the Public Offering Date, ie 241,916,230 Shares representing approximately 69.5% of the total paid-up share capital of the Company and of the total number of shares are the subject of the Public Offer (“Public Offer Shares”). Therefore, the maximum number of Shares that the Offeror intends to acquire amounts to 241,916,230 Shares and there is no minimum number of Shares that must be offered to the Offeror in order for the Public Offer to be valid.

6. The Offeror offers € 1.75 in cash for each Share (“Public Offer Price”) that will be offered by the Company’s shareholders in accordance with the Law and within the acceptance period of the Public Offer (“Acceptance Period”). The consideration offered for the Shares of the Public Offer is reasonable and fair according to article 9 par. 4 of the Law. The Offeror also states that the conditions of article 9 par. 6 of the Law are not met and therefore the preparation of a valuation report is not required for the valuation of the Shares and its determination.
fair and reasonable consideration of the Shares.

The following are noted regarding the “Bid Price”: (a) the average stock price of the Share during the six (6) months prior to the date of the Bid is € 1.33, (b) the highest price in which the Offeror or persons acting on his behalf or in coordination with him acquired Shares during the twelve (12) months prior to the Public Offer Date amounts to € 1.70 per Share.

Valuation is not required in accordance with the terms of article 9 par. 6 of the Law, as none of the conditions mentioned in it are met, and in particular:

(a) No sanctions have been imposed by the Commission’s Board of Directors
Capital Market for manipulation of the Shares of the Public Offer, which has taken place during the eighteen (18) months preceding the Date of the Public Offer.

(b) Transactions have been made on the Shares of the Public Offering in
more than three fifths (3/5) of the operating days of the relevant market, and specifically in 120 of the total 121 operating days and the transactions made on the Shares exceed 10% of the total Shares during the six ( 6) months prior to the Public Offer Date, ie transactions have been made in 37,326,446 shares out of the total of 348,192,005 shares of the Company.

(c) The reasonable and fair consideration as determined according to the criteria of article 9 par. 4 of the Law, exceeds 80% of the book value of each share, based on the data of the average of the last two published financial statements of L.3556 / 2007 on a consolidated basis, provided that consolidated financial statements are prepared and specifically 80% of the book value of € 0.957 per share.

Therefore, the Price of the Public Offer meets the criteria of reasonable and fair consideration provided in article 9 par. 4 & 6 of the Law.

The Price of the Public Offer:

(a) exceeds by approximately 31.6% the average market value during the six (6) months exceeding the Public Offer Date, which (average market value) 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 during the twelve (12) months preceding the Bid.

The Offeror will undertake on behalf of the Accepting Shareholders the payment of the charges provided in Decision 18 (Price list of charges) of the Board of Directors of EL.K.AT. (meeting 311 / 22.02.2021) for the transfer of the Shares, which currently amounts to 0.08% of the value of the transfer with a minimum charge of less than the amount of 20 Euros or 20% of the value of the transfer per transfer order for each Accepted Shareholder. The Offeror does not undertake the payment of the amount corresponding to the tax provided in article 9 of Law 2579/1998, which currently amounts to 0.2% of the transaction value. Accepting Shareholders will bear this tax.

7. Goldman Sachs Bank Europe SE has been designated as Consultant of the Offeror (“the Consultant”) in accordance with Article 12 of the Law. The Consultant is a credit institution established under the laws of Germany with its registered office in Frankfurt, Marienturm, Taunusanlage 9-10, D-60329 and which can provide investment services for the sponsorship and placement of financial instruments.

8. Pursuant to Article 9 of the Law, Goldman Sachs Bank Europe SE has certified that the Offeror has all the necessary means for the payment of the offered consideration and all the charges of EL.K.AT. for the transfer of the offered Shares. However, the above credit institution does not provide any guarantee under Article 847 et seq. Of the Civil Code or in any other way, nor does it provide any advice or recommendation under Article 729 of the Civil Code for the fulfillment of the Offeror’s obligations under Public Offer.

9. Reggeborgh Invest BV has entered into a framework agreement dated May 6, 2022 with Motor Oil (Greece) Corinth Refineries SA. (“Motor Oil”), which holds 29.87% of the Shares. The aim of the framework agreement is to ensure that the Company sells and transfers 75% of the total assets of the Company that constitute the Renewable Energy Sources sector to Motor Oil or its subsidiary. Under the above agreement, Reggeborgh Invest BV will exercise its voting rights from its shares so that Motor Oil has the usual minority rights (indicative of amendments to the Company’s articles of association, related party transactions, corporate transformations). The framework agreement provides Reggeborgh Invest BV with a three-year call option to acquire 52,000,000 Shares of Motor Oil with a maturity date of May 6, 2022. The exercise period of this market option is 36 months, beginning on May 6, 2022 and expires on May 6, 2025. The framework agreement also includes a three-year put option for Motor Oil to sell 52,000,000 Shares to Reggeborgh Invest BV. The exercise period of this
option starts on May 6, 2024 and ends on May 6, 2025.

10. MotorOil, as the second largest shareholder of the Company, has confirmed that it will not offer its shares in the Public Offering.

11. The Offeror and the persons acting in coordination with him declare that they will not acquire either through the Athens Stock Exchange or over-the-counter any Shares from the date of publication of this and until the end of the Acceptance Period of the Public Offer.

12. In case the Offeror acquires more than 90% of the Shares, he will not exercise his right to redeem the Shares of the minority shareholders according to article 27 of the Law. In any case, the Offeror intends to keep the Shares listed on the Athens Stock Exchange.

13. The Public Offer is subject to the approval of the Hellenic Capital Market Commission, may be revoked in accordance with Article 20 of the Law, while the Acceptance Period will begin with the publication of the information sheet approved by the Hellenic Capital Market Commission.