Approval of Information Memorandum for tender offer to ATHENA SA shareholders
APPROVAL AND PUBLICATION OF THE INFORMATION CIRCULAR AND COMMENCEMENT OF THE ACCEPTANCE PERIOD OF THE VOLUNTARY TENDER OFFER BY THE COMPANY “J&P-AVAX S.A.” ADDRESSED TO THE SHAREHOLDERS OF THE COMPANY “ATHENA S.A.” FOR THE ACQUISITION OF THE TOTAL NUMBER OF COMMON, REGISTERED, SHARES WITH VOTING RIGHTS AT A PRICE OF 0,700 EURO PER SHARE
12 December 2017
On 08.12.2017, the Board of Directors of the Hellenic Capital Market Commission (hereinafter the “HCMC”) approved, in accordance with article 11, paragraph 4 of Law 3461/2006 (hereinafter the “Law”), as in force, the information circular (hereinafter the “Information Circular”) of the voluntary tender offer (hereinafter the “Tender Offer”) that the Greek societé anonyme under the legal name “J&P AVAX S.A.” (hereinafter the “Offeror”), had addressed to the shareholders of the Greek societé anonyme under the legal name “ATHENA S.A.” (hereinafter the “Company”). The Offeror initiated the Tender Offer process on 13.11.2017 (hereinafter the “Tender Offer Date”) by informing the HCMC and the Company’s Board of Directors and by submitting to them a draft of the Information Memorandum. Following that, the Tender Offer was announced by the means provided for in article 16 paragraph 1 of the Law.
1. SECURITIES WHICH CONSTITUTE THE SUBJECT OF THE TENDER OFFER
On the date of this announcement, the Company’s paid up share capital amounts to € 34,039,587.00, divided into 113,465,290 common, registered, dematerialised shares with voting rights and nominal value of € 0.30 each (hereinafter the “Shares”), which are listed and currently traded on Athens Exchange (hereinafter the “ATHEX”).
The Tender Offer concerns the acquisition of the total number of Shares which were not held, directly or indirectly, by the Offeror and the person acting in concert with the Offeror, on the Tender Offer Date.
Persons acting in concert, within the meaning of article 2 (e) of the Law, are the J&P (Investments) Ltd, as a person that controls, according to L. 3556/2007, the Offeror, and the persons that are controlled by the Offeror within the meaning of article 3, paragraph 1 (c) of L. 3556/2007 (hereinafter the “Persons acting in Concert” or “Concerted Parties”).
As at the Tender Offer Date, the Offeror held 112,508,748 Shares and voting rights, corresponding to approximately 99.157% of the total number of Shares and voting rights of the Company, while no Concerted Party held, directly or indirectly, any Shares or voting rights of the Company. Therefore, at the Tender Offer Date, the shares of the Tender Offer amounted to 956,542 (hereinafter the “Tender Offer Shares”) and represented approximately 0.843% of the total number of Shares the voting rights of the Company.
At the submission of the Tender Offer, the Offeror announced that he does not intend to acquire additional Company’s Shares, through ATHEX or by the means of over the counter (OTC) during the time period from the Tender Offer Date until the end of the acceptance period.
2. OFFER PRICE
The consideration that the Offeror offers, in cash, per Tender Offer Share which will be lawfully and validly tendered (hereinafter the “Tendered Shares”) is € 0.700 per share (hereinafter the “Offer Price”).
The Offer Price is considered fair and reasonable since it meets the requirements of article 9, paragraph 4 of the Law, as in the present Tender Offer:
(a) it is 12.5% higher than the volume weighted average price of the Share, as this is defined by the Law, during the 6 month period preceding the Tender Offer Date which equals to € 0.622 and
(b) it is 133.3% higher than the price of € 0.30 per Share, which is the highest price per Share which the Offeror paid for the acquisition of Shares during the twelve (12) months preceding the Tender Offer Date. Specifically, the Offeror acquired 100,000,000 Shares, of a nominal value of € 0.30 each (issue price), in the context of the Company’s share capital increase, which was approved by the extraordinary general meeting of its shareholders, on 28.03.2016. The trading of the new Shares on ATHEX commenced on 18.07.2017.
The Offer Price is:
‐ 13.1% higher than the volume weighted average price of the Share, as this is defined by the Law, during the 3 month period preceding the Tender Offer Date which equals to € 0.619 and
‐ 13.6% higher than the volume weighted average price of the Share, as this is defined by the Law, during the 12 month period preceding the Tender Offer Date which equals to € 0.616
It is noted that the Company’s shareholders who will timely, lawfully and validly accept the Tender Offer (hereinafter the “Accepting Shareholders”) will receive the full amount of the Offer Price, minus:
(a) the clearing duties, as defined in the Clearing Regulation, for the over the counter transfer of the Tendered Shares (hereinafter the “Transferred Shares”), levied in favor of the Hellenic Central Securities Depository S.A. (hereinafter the “HCSD”) currently at a rate of 0.08% of the transfer value (which is calculated as the product of the number of the Transferred Shares multiplied by the higher of: (i) the Offer Price, and (ii) the closing market price of the Share on the business day preceding the submission of the required documents defined in article 46 of the Dematerialized Securities System Regulation, with a minimum charge equal to the lower between € 20 and the 20% of the value of the Transferred Shares for each Accepting Shareholder), pursuant to article 7 of the codified resolution 1 (meeting 223/28.1.2014) of the Board of Directors of HCSD, as in force), and,
(b) the relevant tax on stock exchange transactions currently at a rate of 0.20% imposed on the value of the over the counter transaction of the Transferred Shares to the Offeror.
3. ACCEPTANCE PERIOD – PROCEDURE
The period during which the company’s shareholders may declare the acceptance of the Tender Offer by submitting a relevant written declaration of acceptance (hereinafter the “Declaration of Acceptance”) at any branch of Piraeus Bank in Greece will last four (4) weeks, starting on 13.12.2017, at 8.00 am (Greek time) and ending on 10.01.2018, at the end of the business hours of banks operating in Greece, pursuant to article 18 paragraph 2 of the Law (hereinafter the “Acceptance Period”).
The acceptance procedure of the Tender Offer is described in detail in paragraph 2.2 of the Information Circular.
4. INFORMATION CIRCULAR AVAILABILITY
The Company’s shareholders may receive free of charge copies of the Information Circular, the Declaration of Acceptance and additional information as to the overall process for submitting the Declarations of Acceptance from any branch of Piraeus Bank (hereinafter the “Tender Agent”) in Greece from 13.12.2017 throughout the Acceptance Period during working days and hours.
Printed copies of the Information Circular may be received free of charge at any branch of Piraeus Bank in Greece and at the Offeror’s headquarters and additionally, it will be available in electronic form on Offeror’s website (www.jp-avax.gr), the Offeror’s adviser website, Piraeus Bank (www.piraeusbankgroup.com), the ATHEX’s website (www.helex.gr) and the HCMC’s website (www.hcmc.gr).
5. TENDER OFFER COMPLETION
The outcome of the Tender Offer will be published by the Offeror, within two (2) business days following the termination of the Acceptance Period, pursuant to article 23 of the Law, and the will be communicated to the employees.
The transfer of the shares, which have been lawfully and validly tendered by the Accepting Shareholders, will be carried in accordance with the procedure described in paragraph 2.6 of the Information Circular.
6. SQUEEZE-OUT RIGHT – SELL-OUT RIGHT – DELISTING
Given the fact that the Offeror currently holds a number of Shares representing 99.157% of the total number of the voting rights of the Company, the Offeror after the completion of the Tender Offer:
‐ Will exercise the squeeze-out right provided for in article 27 of the Law and will require the transfer of the Shares, at a price equal to the Offer Price, of the remaining Shareholders, who did not accept the Tender Offer within the three (3) month deadline from the end of the Acceptance Period (hereinafter the “Squeeze-Out Right”).
‐ Is, pursuant to article 28 of the Law, obliged to acquire through ATHEX all the Shares offered to him within the 3 month period following the acknowledgement of the Tender Offer results at a price per Share equal to the Offer Price (hereinafter the “Sell-Out Right”).
The Offeror will announce the Sell-out Right at the same time with the publication of the Tender Offer’s results.
After the completion of the Tender Offer, the Offeror will pursue the delisting of the Company’s shares from ATHEX. Specifically, given the fact that the conditions of article 27 of the Law will be fulfilled, after the completion of the procedure of the Squeeze-Out Right, the Offeror will convene the General Assembly of the Company’s shareholder, in order to decide on the delisting of the Company’s Shares from ATHEX, pursuant to article 17, par. 5 of L. 3371/2005 and he will vote in favor of this decision. After the adoption of this decision by the General Assembly, the Company will submit a request to HCMC for the delisting of the Company from ATHEX.
The present Tender Offer, does not constitute an offer to purchase shares and is not addressed in any way or form (by the means of document or otherwise), directly or indirectly, to persons (legal entities or individuals) in any jurisdiction outside Greece where the conduct of such an offer or postage/distribution of this announcement is illegal or contravenes any applicable legislation, rule or regulation or is subject to limitations (hereinafter the “Excluded Territories”). To this end, the dispatch, distribution, postage or by any other means dissemination of copies of the Information Circular and of any other document related to the Tender Offer from anyone (legal entities or individuals) to or from any of the Excluded Territories is forbidden.
Therefore, persons who might receive the present announcement, the Information Circular or any other documents relevant to the Tender Offer must be duly informed and take into consideration these limiting factors. Neither the Offeror, nor the Advisor to the Offeror, nor the Tender Agent are to be held responsible in any way in case of breach of the above prohibitions by any individual.
This announcement does not substitute the full text of the Information Circular to which any interested party should refer and read carefully.