12 January 2018

Outcome of tender offer to ATHENA SA shareholders



12 January 2018

1. Pursuant to article 23 of Law 3461/2006 (hereinafter the “Law”), the Greek societé anonyme under the legal name “J&P AVAX S.A.” (hereinafter the “Offeror”) announces the results of the voluntary tender offer (hereinafter the “Tender Offer”) which the Offeror submitted on 13.11.2017 (hereinafter the “Tender Offer Date”), for the acquisition of the total number of common, registered shares with voting rights, with a nominal value of € 0.30 each (hereinafter the “Shares”) of the Greek societé anonyme under the legal name “ATHENA S.A.” (hereinafter the “Company”), which were not held, directly or indirectly, by the Offeror and the person acting in concert with the Offeror, as of the Tender Offer Date, in accordance with article 10 of Law, namely 956,542 Shares, which represent approximately 0.843% of the total number of Shares and the voting rights of the Company.

The words and phrases as well as the combination of words and phrases in capital letters, which are defined in the Information Memorandum drafted by the Offeror, approved by the Board of Directors of the Capital Market Commission on 08.12.2017 and published in accordance with the Law, will have the same meaning when used in the present announcement, unless otherwise defined in the present or otherwise arises from the overall context.

2. The Acceptance Period commenced on 13.12.2017 and expired on 10.01.2018. Throughout the Acceptance Period, 43 Shareholders have duly and timely accepted the Tender Offer (hereinafter the “Accepting Shareholders”), by offering 61,803 Shares in total, representing approximately 0.054% of the total number of Shares and voting rights of the Company (hereinafter the “Tendered Shares”).

3. Throughout the period from the Tender Offer Date until the expiry of the Acceptance Period, the Offeror has not acquired any additional Shares through Athens Stock Exchange.

4. Therefore, on completion of the off-exchange transfer of the Tendered Shares, the Offeror will hold 112,570,551 Shares in total, representing approximately 99.211% of the total number of Shares and voting rights of the Company.

5. The payment of Offer Price to the Accepting Shareholders will commence on 16.01.2018. Piraeus Bank, as the Tender Agent, shall pay the Offer Price to each Accepting Shareholder depending on the manner that the Accepting Shareholder has indicated in the relevant Declaration of Acceptance. It is noted that the payment will take place after the deduction of i) the clearing duties of the off-exchange transfer of the Tendered Shares levied in favor of HSCD, amounting to 0.08% of the transfer value, paid by the Accepting Shareholders and ii) the relevant tax on stock exchange transactions, currently at a rate of 0.20%, as described in the Information Memorandum.

6. It is noted that the Offeror:

(a) will exercise the squeeze-out right provided for in article 27 of the Law (hereinafter the “Squeeze-Out Right”) and will require the transfer of the Shares, at a price equal to the Offer Price, of the remaining Shareholders, which he will not hold on the day of the conclusion of the Tender Offer, within the three (3) month deadline from the end of the Acceptance Period, and

(b) pursuant to article 28 of the Law, he will acquire through ATHEX all the Shares offered to him within a 3 month period following the acknowledgement of the Tender Offer results at a price per Share equal to the Offer Price (“Sell-Out Right”). For this purpose, the Offeror has given a permanent buy order through Piraeus Securities, in connection to the purchase of Shares in exchange for the Offer Price (€ 0.700 per Share).

Following completion of the Squeeze-Out Right procedure, the Offeror will procure the convocation of the General Assembly of the shareholders of the Company in order to decide on the delisting of the Company from ATHEX, pursuant to article 17, paragraph 5 of Law 3371/2005, and will vote in favor of this decision. Following adoption of this decision by the General Assembly of the Shareholders of the Company, the Company will submit a request to HCMC for the delisting of the Company’s shares from ATHEX.

7. Offeror’s Advisor & Tender Agent

Piraeus Bank acted as Offeror’s Advisor and Tender Agent in the context of the Tender Offer.