Announcement of the approval for the admission of new shares
IDEAL HOLDINGS S.A. (hereinafter the "Company") announces that on 27.09.2022 will commence trading on the Regulated Market of Athens Exchange Group (hereinafter the "ATHEX") of 5,864,662 new, common, registered shares of the Company, resulting from the increase of its share capital with contribution in kind (hereinafter the "Increase with Contribution in Kind"), which took place pursuant to the Resolution of the Extraordinary General Meeting of the Company's shareholders dated 25.07.2022, in the context of the Voluntary Tender Offer of the Issuer to the shareholders of BYTE (hereinafter the "VTO"), which was concluded on 19.09.2022 and the final results were published on 21.09.2022. According to the results of the VTO, the Increase with a Contribution in Kind was covered at the percentage of 93.3% by the payment of a total net of €24,338,347.3, corresponding to 5,864,662 new common registered shares (i.e. the maximum possible number of whole shares pursuant to the Exchange Agreement while the resulting residual values were paid in cash to each of BYTE’s Shareholders, in accordance with the terms of the VTO).Consequently, the payment of the Increase with Contribution in Kind was certified at the meeting of the Board of Directors of the Company held on 26.09.2022.
In this regard, the Company's share capital was increased by €2,345,864.8 by issuing 5,864,662 new common, registered, voting shares with nominal value of €0.40 each and an issue price of €4.15 each, which were allocated to the shareholders of the company "BYTE COMPUTER S.A.", who accepted the VTO on the basis of the exchange ratio, i.e. 0.397590 new share of the Company corresponding to one share of the VTO.
The total difference between the nominal value and the issue price of new shares, amounting to €21,992,482.5 has been credited to the Company's equity "share premium account".
Pursuant to Article 26 par. 1 of Law 4548/2018, and in the absence of a specific to the contrary provision in the Company's Articles of Association, no preemptive right was granted in favor of the existing shareholders of the Company, since the increase was entirely carried out with contribution in kind.
Following the Increase with Contribution in Kind and the amendment of article 5 of the Company's Articles of Association, due to the Extraordinary General Meeting of the Company's shareholders dated on 25.07.2022, which was approved by the resolution no. 2675282ΑΠ/05.08.2022 (ΑΔΑ: 633Δ46ΜΤΛΡ-ΜΨ2) of the Ministry of Development and Investments (General Secretariat of Commerce and Consumer Protection - General Market Directorate - Companies Directorate - Department of Supervision of Listed Société Anonyme and Athletic Société Anonyms), registered on 05.08.2022 in the General Commercial Registry (G.E.MI.) with Registration No 2995664, in accordance with the announcement with Protocol No. 2675282/05.08.2022, as well as the newest amendment of article 5 of the Company's Articles of Association, the certification of the payment of the subscribed share capital and the legally required adjustment of article 5 in order to determine the amount of capital as it resulted after the partial subscription based on the decision of the Board of Directors of the Company dated 26.09.2022, which was submitted with the Company's application no. 91798/26.09.2022 for approval and registration to the Ministry of Development and Investments (General Secretariat of Commerce and Consumer Protection - General Market Directorate - Companies Directorate - Department of Supervision of Listed Société Anonyme and Athletic Société Anonyms), the Company's share capital now amounts to €14,935,968.40 Euros, divided into 37,339,921 common shares, with a nominal value of €0.40 each.
The Corporate Transactions Committee of the ATHEX at its meeting on 26.09.2022 approved the admission of 5,864,662 new shares to trading on the Regulated Market of ATHEX.
The new shares resulting from the Increase with Contribution in Kind will be credited to the shares and securities accounts of the beneficiaries in the Dematerialized Securities System (DSS) on the date of commencement of trading.
The Company has made available to all investors the Exemption Document stipulated by the Delegated Regulation (EU) 2021/528 supplementing Regulation (EU) 2017/1129 of the European Parliament, due to the Company's inclusion in the exemption of article 1 par. 4(f) of Regulation (EU) 2017/1129 regarding the VTO, as well as in article 1 par. 5(e) of the abovementioned Regulation regarding the subsequent admission of the new shares to trading on the Regulated Market of ATHEX and contains all the information provided for in the said Delegated Regulation. In particular, the aforementioned Exemption Document was made available to the investors, in accordance with the provisions of article 21 par. 2 of the Regulation via the following sites:
For ATHEX: www.athexgroup.gr, and
For the Company: www.idealholdings.gr
For further information, Shareholders may contact during working days and hours the Shareholders and Corporate Announcements Department of the Company (Mrs. Katerina Psifi, conduct number +0030 210 51 93977)