SHARE CAPITAL INCREASE, PAID IN CASH, WITH RIGHTS OF PREFERENCE FOR THE EXISTING SHAREHOLDERS

 

WITHDRAWAL OF PREFERENCE RIGHT: 6.11.2017

PREFERENCE RIGHTS PERIOD: 9.11.2017 to 23.11.2017

PERIOD OF RIGHTS NEGOTIATION: 9.11.2017 to 20.11.2017

 

 

The Board of Directors of the Societe Anonyme under the name "Euroconsultants Societe Anonyme of Development and Technology Consultants", hereinafter referred to as "Euroconsultants SA" or "Company", hereby notifies the Shareholders the following.

 

The General Meeting of the Shareholders held on 19.6.2017 decided the increase of the share capital of the company (hereinafter "the increase") by € 862,322.40 through the payment of cash and the issue of 2.874.408 new common registered shares (hereinafter "the new shares" ), with a right of preference to the old shareholders, with a nominal value of thirty cents (€ 0.30) each, at the disposal price of the thirty cents (€ 0.30) each (hereafter the "selling price", with the issue of one (1) new share for every three (3) old shares.

 

After the share capital increase and if it is fully covered, the total share capital will be three million four hundred and forty nine thousand two hundred eighty nine euros and ninety cents euro (3,449,289.90 €), fully paid, divided into eleven million four hundred and ninety seven thousand six hundred and thirty three (11,497,633) common registered shares of a nominal value of thirty cents (€ 0.30) each. If the increase is fully covered, the total gross proceeds of the issue are expected to rise to € 862,322.40.

 

 

The cut-off date for the right to participate in this cash increase is 6.11.2017. From the same date (the "Cut-off Date"), the Company's shares will be traded on the Athens Stock Exchange without the right to participate in the increase and the starting price of the company's shares in the Athens Stock Exchange will be formed in accordance with the ATHEX Rulebook, in conjunction with the Decision No. 26 of the ATHEX Board of Directors, as in force.

 

Beneficiaries of the rights are the shareholders who will be registered as the company's shareholders on 7.11.2017.

 

According to the decision of the General Assembly of the company's shareholders, the price of the newly issued shares may be higher than the market price at the time of the pre-emption right, in accordance with the provisions of the ATHEX Regulation.

 

The period of exercise of the pre-emption right is set from 9.11.2017 until 23.11.2017.

 

The commencement of trading of the rights in the electronic trading system of the Athens Stock Exchange coincides with the commencement of their exercise period.

 

Please note that trading of the rights will not be possible in the last three (3) business days before the end of their exercise. The end of the trading of the rights in the electronic trading system of the Athens Stock Exchange is the end of the meeting of 20.11.2017.

 

Pre-emption rights for the acquisition of new shares are transferable and will be traded on the Athens Stock Exchange. The rights will be credited to the Accounts of the Share of each beneficiary in the Σ.Α.Τ., the date of their commencement. Rights not exercised until the end of the exercise period (i.e. until 23.11.2017) cease to apply.

 

The exercise of the pre-emption right will take place on business days and hours throughout the branch network of "Bank of Attica". In order to exercise the right of preference,  Shareholders must provide their identity card, the Σ.Α.Τ.number, the Tax Identification Number (Α.Φ.Μ.), and the relevant Bond Rights Circulation Rights License, which they will have to seek from the Operator of their account (or by HELEX if their shares are in the Special Account in Σ.Α.Τ.). It is noted that the Shareholders exercising their rights should also declare: a) the number of the Investor's Σ.Α.Τ. b) the Securities Account Number in the Σ.Α.Τ.; and (c) the authorized operator of the securities account.

 

With their registration, the Shareholders exercising their rights will have to pay the value of the new shares, i.e. thirty cents (€ 0.30) per share, for which they are registered in a special account that the Company has already opened in the aforementioned Bank for this purpose. Subscribers will be provided with a proof of payment (that is not a security, it is not a temporary share title and it is not traded on the Athens Stock Exchange).

 

The right of pre-emption is granted to eligible shareholders and persons who will acquire pre-emptive rights when trading on the Athens Stock Exchange. A prerequisite for exercising the right of pre-registration is the full exercise of the pre-emptive right.

 

If the number of Unsubscribed Shares is insufficient to fully satisfy the demand of forecasted investors, they will be satisfied proportionally based on the number of Unsubscribed Shares that they have requested (Subscription Right) and to the full exhaustion of demand.

 

The exact number of Unsubscribed Shares that will be acquired by the Pre-subscription Rights will be determined by decision of the Board of Directors of the company. A pre-requisite for the pre-registration by the beneficiaries will be to deposit cash or to commit an amount equal to the total value of the unallocated shares for which they will be prepaid through the operators of the securities accounts (Brokerage or Custodian Bank or directly in the branches of Attica Bank ). After exercising the subscription rights, the rights holders will receive relevant proof, which will not be a temporary title and is not negotiable. Amounts paid that will not be used to acquire Unsubscribed Shares will be repaid without interest to those who have exercised the Pre-subscription Right.

 

In the case of non-coverage of the share capital increase by the existing shareholders (exercise of pre-emptive rights), any unallocated shares will be freely available at the discretion of the the company's Board of Directors. If there are still unallocated shares, the Share Capital will be increased up to the amount of the cover as provided in article 13a of Law 2190/1920. Fractions of shares will not be issued. The new shares that will result from this increase will be of intangible form and will be entitled to a dividend from the profits of the year 2017

 

The Prospectus for the Company's share capital increase, as approved by the Board of Directors of the Capital Market Commission on 31.10.2017, is available to the investing public in electronic form on the Company's website www.euroconsultants.gr, as well as on  the ATHEX website www.athexgroup.gr from 1.11.2017 as well as in printed form at the Company's offices, Antonis Tritsis 21, Pylaia Thessaloniki.

 

The date of commencement of trading of the new shares in the Athens Stock Exchange after the completion of the share capital increase will be decided by the Company and will be announced with a new announcement. A prior approval of ATHEX is required, to complete the listing and start the trading of the new shares in the ATHEX..

 

For more information, Shareholders can contact the Shareholder Services Department, (Mr. A. Apostolidis tel. 2310 804000 and 2310 804077) during working days and hours.

 

The Board of Directors

2.11.2017