Reds AE, with its announcement, informs the investing public that on 19.08.2022 it received information from the legal entity RB ELLAKTOR HOLDING BV, a 100% subsidiary of REGGEBORGH INVEST BV, to submit a mandatory public offer to all shareholders holding common, registered , after voting shares of REDS S.A.
The price of the public offer is set at 2.48 euros per share and concerns the entire percentage that RB Ellaktor does not hold, i.e. 39.73% of the Reds’ share capital.
More detail:
“RB Ellaktor Holding BV, on May 6, 2022, informed in writing the Capital Market Commission and the board of directors of ELLAKTOR S.A. of its intention to submit an optional public offer for the acquisition of all the shares of Reds that it did not directly own or indirectly or persons acting in concert with it.
On the same date, the Proponent submitted to the EC and the board of directors of ELLAKTOR SA. draft of the information sheet, which was approved by the EC during a meeting of its Board of Directors no. 956/23.6.2022.
2. Following the completion of the acceptance period of the above optional public offer, on July 27, 2022, the Offeror announced that, with the settlement of the optional public offer, the Offeror and Reggeborgh Invest BV, a person acting in coordination with the Offeror, will own 46.15% of the voting rights in ELLAKTOR SA. On August 2, 2022, (the “Public Offer Obligation Creation Date”) the Offeror acquired 54,404,755 shares which together with the 106,275,775 shares held by Reggeborgh Invest BV correspond to 46.15% of the voting rights in ELLAKTOR A .E. As a result of this acquisition, Proteinon and Reggeborgh Invest BV exercise significant influence over ELLAKTOR SA. in accordance with article 3 par.1 (c) (dd) of Law 3556/2007. ELLAKTOR SA owns 55.456% of the voting rights in the company with the name “REDS REAL ESTATE DEVELOPMENT AND SERVICES COMPANY” and the distinctive title “REDS S.A.” , which is a joint-stock company incorporated under Greek law, has its registered office in the Municipality of Kifissia with general commercial register number (G.E.MH.) 000224701000.
As a consequence of the above acquisition of the shares of ELLAKTOR SA, Proteinon and Reggeborgh Invest BV indirectly acquired and control 55.456% of the voting rights of REDS SA. and this indirect acquisition of 55.456% of the voting rights in REDS S.A. (the “Company”) activated the Proposer’s obligation to submit a mandatory Public Offer in accordance with article 7 par. 1 of the Law.
3. On August 19, 2022, (the “Public Offer Date”), in compliance with article 10 par. 1 and article 9 par. 6 of the Law, the Offeror notified in writing the EC and the Company’s board of directors that it is obliged to submit a Public Proposal to all shareholders who own common registered voting shares issued by the Company and submitted the draft of the Information Bulletin, as well as the Valuation Report prepared by Eurocorp A.E.P.E.Y. , independent appraiser, in accordance with article 9 par. 7 of the Law.
4. Currently, the total paid-up share capital of the Company corresponds to seventy-five million two hundred thirty-nine thousand six hundred ninety-eight euros and four cents (€75,239,698.04) divided into fifty-seven million four hundred thirty-four thousand eight hundred and eighty-four ( 57,434,884) common registered, dematerialized shares with voting rights, with a nominal value of one euro and thirty-one cents (€1.31) per share, which are listed and traded on the Athens Stock Exchange (the “Shares”).
5. The Proposer is a 100% subsidiary of Reggeborgh Invest BV which is a company legally incorporated under the laws of the Netherlands, with its registered office at Reggesingel 12, Rijssen, 7461 BA, The Netherlands, with company registration number 08088092 Reggeborgh Invest BV is not controlled by any natural or legal person.
(…)
All the Shares not held, directly or indirectly, by the Offeror and the persons acting in concert with the Offeror, on the Date of Creation of the Obligation to Submit a Public Offer, i.e. the twenty two million eight hundred and twenty thousand eight hundred and twenty nine (22,820,829) Shares, representing approximately 39.73% of the Company’s fully paid-up share capital and total voting rights thereof, are the subject of the Public Offer (“the Public Offer Shares”).
Accordingly, the maximum number of Shares that the Offeror may acquire is twenty-two million eight hundred and twenty thousand eight hundred and twenty-nine (22,820,829) and as this is a mandatory public offer, there is no minimum number of Shares that must be tendered by its shareholders. Company in order for it to be valid. 8. The Offeror offers two Euros and forty-eight cents (€2.48) in cash for each Share of the Public Offer to be tendered by the Shareholders of the Company during the period of acceptance of the Public Offer (“Acceptance Period”).
The Price of the Public Offer amounts to two Euros and forty-eight cents (€2.48) per Share and is considered fair and reasonable in accordance with the provisions of article 9 par. 4 of the Law”.
Read the full announcement of the public offer and the valuation report on the right, in the Related Files column
Source: Capital
Donald-43Westbrook, a distinguished contributor at worldstockmarket, is celebrated for his exceptional prowess in article writing. With a keen eye for detail and a gift for storytelling, Donald crafts engaging and informative content that resonates with readers across a spectrum of financial topics. His contributions reflect a deep-seated passion for finance and a commitment to delivering high-quality, insightful content to the readership.
