Tender offer for ATHENA SA shares
ANNOUNCEMENT OF THE SUBMISSION OF A VOLUNTARY TENDER OFFER BY “J&P-AVAX S.A.” TO THE SHAREHOLDERS OF “ATHENA S.A.” FOR THE ACQUISITION OF THE TOTAL NUMBER OF COMMON, REGISTERED, SHARES WITH VOTING RIGHTS
13 November 2017
The Greek societé anonyme under the legal name “J&P AVAX S.A.” (hereinafter the “Offeror”) announces the submission of a voluntary tender offer (hereinafter the “Tender Offer”), according to Law 3461/2006 (hereinafter the “Law”), to the shareholders (hereinafter the “Shareholders”) of the total number of common registered shares with voting rights (hereinafter the “Shares”) of the Greek societé anonyme under the legal name “ATHENA S.A.” (hereinafter the “Company under acquisition” or the “Company”) for the acquisition of all their Shares.
The Offeror initiated the Tender Offer process on 13.11.2017 (hereinafter the “Tender Offer Date”) by informing the Hellenic Capital Market Commission (hereinafter the “HCMC”) and the Board of Directors of the Company and submitting to them a draft of the information circular, in accordance with article 10 of the Law (hereinafter the “Information Circular”).
The Tender Offer concerns the total number of Shares, which, on the Tender Offer Date, were not under the possession, directly or indirectly, of the Offeror (hereinafter the “Tender Offer Shares”).
1. THE COMPANY UNDER ACQUISITION
The societé anonyme under the legal name “ATHENA S.A.” with registration number in the General Electronic Commercial Registry 305301000 (former number 13556-06-B/86/07 in the register of Societes Anonymes), which operates in the construction sector and has its registered seat at 16 Amarousiou-Chalandriou Street, Marousi, 151 25, Attica.
2. THE OFFEROR
The societé anonyme under the legal name “J&P AVAX S.A.” with registration number in the General Electronic Commercial Registry 913601000 and registered seat at 16 Amarousiou-Chalandriou Street, Marousi, 151 25, Attica.
The company is mainly active in the construction sector both in Greece and abroad and is listed in the Athens Exchange (hereinafter the “ATHEX”).
Person acting in concert with J&P AVAX S.A., in accordance with L. 3556/2007, is J&P (Investments) Ltd, a holding company with registered seat in Cyprus, non-listed, which controls the Offeror.J&P (Investments) Ltd is not controlled by other individual or legal entity and does not hold Company’s Shares. Except from J&P (Investments) Ltd, no other individual or legal person acts in concert with the Offeror, as defined in article 2(e) of the Law.
3. ADVISOR TO THE OFFEROR
Piraeus Bank, a banking institution incorporated and operating under the laws of Greece with registered seat in Athens (4 Amerikis Street, P.C. 10564) and General Electronic Commercial Registry registration number 2255010000, is acting as the Offeror’s adviser, pursuant to article 12 of the Law (hereinafter the “Adviser”). The Adviser is a credit institution licensed to provide, in Greece, the investment services set forth in article 4, paragraph 1(στ) and (ζ) of Law 3606/2007.
4. NUMBER OF COMPANY’S SHARES HELD BY THE OFFEROR
4.1. 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. The Shares are listed and currently traded on the “Main Market” category of ATHEX.
4.2. On the Tender Offer Date, the Offeror holds 112,508,748 Shares and voting rights, corresponding to approximately 99.157% of the total number of Shares and voting rights of the Company.
5. SECURITIES WHICH CONSTITUTE THE SUBJECT OF THE TENDER OFFER
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, namely 956,542 Shares maximum, which represent approximately 0.843% of the paid up share capital and the voting rights of the Company (hereinafter the “Tender Offer Shares”).
6. MAXIMUM NUMBER OF SHARES THE OFFEROR IS COMMITTED TO ACQUIRE
Within the context of the Tender Offer, the Offeror intends to acquire all Tender Offer Shares which will be offered to him lawfully and validly, i.e. a 956,542 Shares maximum.
The Offeror does not intend to acquire additional Company Shares, through ATHEX or by the means of over the counter (OTC) other than those offered to him in the context of the Tender Offer, during the time period from the Tender Offer Date until the end of the Acceptance Period.
7. 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”) during the acceptance period of the Tender Offer (hereinafter the “Acceptance Period”), is € 0.700 (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 Company’s shareholders who will 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 currently at a rate of 0.08% levied in favor of the Hellenic Central Securities Depository S.A. (hereinafter the “HCSD”) which are calculated on the value of the transferred Tendered Shares (hereinafter the “Transferred Shares”) (such value being equal to 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, to HCSD, 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.
Pursuant to article 9 par. 3 of the Law, Piraeus Bank has certified that the Offeror has the necessary wherewithal to pay the Offer Price and the above clearing duties payable by the Offeror in favour of the HCSD. However, Piraeus Bank provides no guarantee, within the meaning of Articles 847 et seq. of the Greek Civil Code, for the performance of the payment or other obligations undertaken by the Offeror under the Tender Offer.
8. CONDITIONS OF THE TENDER OFFER
The Tender Offer is not subject to any conditions.
9. NOTES REGARDING THE TENDER OFFER
9.1. As required by the Law, the Offeror has commenced the Tender Offer process on the Tender Offer Date by informing the HCMC and the Company’s Board of Directors and submitting to them a draft of the Information Circular.
9.2. The Tender Offer is subject to the approval of the Information Circular by the HCMC which will include all the terms of the Tender Offer.
9.3. The Acceptance Period, pursuant to article 18, paragraph 2 of the Law, will commence upon the publication of the Information Circular after its approval by the HCMC.
9.4. 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:
(a) 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”).
(b) 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.
9.5. Given the fact that the conditions of article 27 of the Law will be fulfilled, the Offeror will convene the General Assembly of the Shareholders of the Company, 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.
10. IMPORTANT NOTICES
10.1. 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 submission 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.
10.2. Consequently, 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.