ANNOUNCEMENT P.G. NIKAS S.A.SHARE CAPITAL INCREASE WITH CASH PAYMENT AND PREFERENCE RIGHT IN FAVOR OF THE OLD SHARES
Agios Stefanos, November the 20th 2020
P.G. NIKAS S.A.
SHARE CAPITAL INCREASE WITH CASH PAYMENT AND PREFERENCE RIGHT
IN FAVOR OF THE OLD SHARES
CUTTING OF PREFERENCE RIGHT: NOVEMBER THE 24TH 2020
PREFERENCE OF EXERCISE PERIOD: NOVEMBER THE 27TH 2020 – DECEMBER THE 10TH 2020
PREFERENCE RIGHT TRADING PERIOD: NOVEMBER THE 27TH 2020 – DECEMBER THE 7TH 2020
"P.G NIKAS S.A." (hereinafter the "Company") discloses to the shareholders the following:
Pursuant to the decision of September the 2nd 2020 of the Ordinary General Meeting of the Company's shareholders in combination with the decision of November the 9th 2020 of the Company's Board of Directors, the nominal increase of the share capital of the Company amounting to euro 1,594,624.20 with cash payment and pre-emptive right in favor of the old shareholders in a ratio of one (1) new share for every three (3) old shares was decided among other matters. In particular, it was decided to issue and make available through a public offering up to 13,288,535 new common registered voting shares with a nominal value of euro 0.12 each (the "New Shares") and a sale price of euro 0.75 (the "Sale Price") for each new share (hereinafter referred to as the "Increase"). The offering price of the New Shares may be higher than the stock market price at the time of the cut of the pre-emptive right.
After the completion of the Increase, and in case it is fully covered, the share capital of the Company will amount to euro 6,378,496.80 and will be divided into 53,154,140 common registered voting shares, with a nominal value of euro 0.12 each. The total funds raised from the Increase, in case of full coverage, will amount to euro 9,966,401.25. The premium of various amounts up to euro 8,371,777.05 and will be credited to the equity account of the Company "Difference from Issue of premium shares".
On November the 4th 2020, the decision, with number 116526/04-11-2020 (Web Post Number: 6ΤZC46ΜΤLR-70Ι) of the Ministry of Development and Investment, was registered in the Trade Registry with Registration Code 2347909 which approved the increase of the share capital by cash payment and the relevant amendment of article 5 of its Articles of Association Company.
Cut off date of the Pre-emptive Right
The cut-off date of the pre-emptive right to the Cash Increase is set for November the 24th 2020. From the same date (November the 24th 2020), the existing shares of the Company will be traded on the Athens Stock Exchange (the "ATHEX") without the right to participate in the Increase and the starting price of the existing common shares of the Company in the ATHEX will be formed in accordance with the ATHEX Regulations, in combination with the Decision no. 26 of the ATHEX Board of Directors, as in force.
Right of Preference
Beneficiaries of the pre-emptive rights are the Shareholders who will be registered in the files of the Intangible Securities System (the "ISS") on November the 25th 2020 (record date) for the Company as well as those who acquire pre-emptive rights during the period trading of these rights on the ATHEX.
The exercise period of the pre-emptive right is set from November the 27th 2020 until December the 10th 2020.
The commencement of trading of the rights in the ATHEX electronic trading system coincides with the beginning of their exercise period.
It is pointed out that the trading of the rights will not be possible within the last three (3) working days before the end of their exercise period.
The expiration of the trading of the rights in the ATHEX electronic trading system is set at the end of the meeting of December the 7th 2020.
The pre-emptive rights for the acquisition of New Shares are freely transferable and will be traded on the ATHEX. The rights will be credited to the Accounts of the Share of each beneficiary in the ISS, on the date of their commencement of trading. The rights that will not be exercised until the end of the exercise period (ie until December the 10th 2020) are depreciated and cease to be valid automatically.
The exercise of the pre-emptive right will take place on working days and hours, throughout the period of the exercise of the pre-emptive rights, through the branches of Eurobank SA. (for shareholders who do not wish to exercise them through their operators), as well as through the operators of the shareholders' securities accounts (S.A.I.S.C. or bank custodian).
In order to exercise the pre-emptive rights, the holders will present to the branches of Eurobank Bank SA their police ID, their tax registration number, as well as the Printing of Portion & Account Details at the ISS. It is pointed out that the holders of pre-emptive rights when exercising their rights should also declare: i) the portfolio number of the ISS investor ii) the securities account number in the ISS iii) the authorized operator of the securities account, to whom they wish to register their shares. Finally, they will have to pay, in cash, in a special bank account that will be opened for this Increase, the total price of the New Shares that correspond to their exercised pre-emptive right.
The payment will be made, either by depositing cash in the special bank account that will have opened specifically for this Increase or by debiting a deposit account that may be kept by the shareholder in Eurobank S.A. by an amount equal to the total price of the New Shares corresponding to the exercised pre-emptive right and then an equal credit of the above special account of the Increase.
Investors who choose to exercise their rights through their operators will be required to exercise their rights by their operator. Operators should be empowered by the beneficiaries and take appropriate action to ensure that their customers' pre-emptive rights are properly exercised. In case of more than one registration for New Shares by the same person based on the data recorded in the ISS, all the said registrations will be treated as a single registration.
Fractions of New Shares will not be issued. The maximum number of New Shares for which a pre-emptive rights holder can register is a direct function of the number of pre-emptive rights held. The pre-emptive rights during their exercise lead to a decimal number of New Shares, which will be rounded to the next smallest integer. Indicatively, it is noted that the holder of 100 existing shares is entitled to register for 33 New Shares (specifically 33,333 New Shares rounded to 33 New Shares), paying the amount of euro 24.75.
After exercising their pre-emptive rights, the subscribers will receive a relevant receipt, which is not a temporary title and will not be traded on the market.
Investors who will exercise pre-emptive rights will not be charged with the cost of liquidation and credit of their New Shares. For the purchase of pre-emptive rights, the buyer is charged with the foreseen expenses that he has agreed with the S.A.I.S.C. or the bank that cooperates for the above purchase as well as with the charges (transferable) that are valid from the Greek Central Securities Depository.
The New Shares will be returned to the beneficiaries in intangible form with credit to the Share and to the Securities Account at ΙSS, which has been declared by the beneficiaries.
The notification to those who have exercised the right of preference of the amount that belongs to them in the distribution is done by crediting their shares to the ΙSS. These credits are made at the same time for all investors and from the next working day the trading of the New Shares commences.
In accordance with the decision of the Ordinary General Meeting of September 2nd 2020 and the minutes of the Board of Directors of the Company dated November 9th 2020, the beneficiaries of the pre-emptive rights are provided with an additional Pre-Registration Right to acquire, at the Offering Price, a number of Unallocated Shares, and only if these persons have fully exercised their pre-emptive rights corresponding to an integer number of New Shares.
Each pre-subscription right holder may exercise the pre-subscription right to acquire an additional number of unallocated New Shares at the Offering Price with a maximum of the total Increase.
The pre-registration right will be exercised simultaneously with the exercise of the pre-emptive right throughout the exercise of the pre-emptive rights, by submitting a written declaration (i) at the branches of Eurobank S.A., during working days and hours, as mentioned below, or (ii) to the authorized operators of the entitled to exercise it and with the simultaneous payment in cash of all the funds corresponding to the Unallocated Shares, for which the Pre-emptive Right is exercised. Prerequisite for exercising the Pre-emptive Right through the branch network of Eurobank S.A. is the existence of a deposit account in Eurobank S.A.,
In case the number of Unallocated Shares is not sufficient to fully satisfy the demand from the eligible investors, they will be satisfied proportionally based on the number of Unallocated Shares they have requested in relation to the total Unallocated New Shares for which the Pre-emptive Right has been exercised until the complete exhaustion of the Unallocated Shares. In case the number of Unallocated Shares is greater than the number of shares requested through subscriptions, the subscriptions will be satisfied in their entirety.
The exercise of the Pre-emptive Right, by submitting an application in the branches of Eurobank S.A. will be made by depositing a deposit account held by the pre-subscriber or will be opened in Eurobank S.A., in the amount equal to the value of the New Shares for which he exercises the Pre-subscription Right. Eurobank S.A. on the day of the full or partial satisfaction of the Pre-subscription Right, will debit the pre-subscribed account in an amount equal to the total value of the New Shares that will finally be allocated to the pre-subscribed and then to the credit of the special account of the Increase.
Beneficiary investors who choose to exercise their Pre-emptive Right through their operators will submit the relevant application through their operators. Operators should be empowered by the beneficiaries and take appropriate action to properly exercise their Customers' Pre-Registration Rights.
In case of more than one pre-registration of the same persons based on the ISS data, all the said pre-registrations will be treated as a single pre-registration.
After the exercise of the Pre-emptive Rights, the exercisers of such rights will receive a relevant proof, which will not be a temporary title and will not be traded on the market.
Any amounts of pre-subscriptions that will not be used to acquire Unallocated Shares will be released and returned interest-free to those who exercised the Subscription Right.
Possibility of Withdrawal
In case of publication of a Prospectus supplement, according to article 23 par. 2 of Regulation (EU) 2017/1129, investors who have already agreed to register or pre-register for the acquisition of New Shares before the publication of the supplement, may withdraw from their registration, no later than two (2) working days from the publication of the supplement. This period may be extended by the Issuer. The final date for the right of withdrawal is stated in the supplement.
The Prospectus for the increase of the share capital of the Company, as approved by the Board of Directors. of the Hellenic Capital Market Commission on November the 20th 2020 will be available to the investing public on November the 20th 2020 in electronic form:
• Hellenic Stock Exchanges - Athens Stock Exchange SA http://www.athexgroup.gr/el/web/guest/company-prospectus
• of the Hellenic Capital Market Commission http://www.hcmc.gr/el_GR/web/portal/elib/deltia
• of the Company http://nikas.gr/el/afksiseis-metoxikou-kefalaiou
Furthermore, the Prospectus, during the period of exercising the pre-emptive rights, will be available, free of charge, to the investing public and in printed form, if requested, at the Company's offices, 22nd N.R. Athens - Lamia, 145 65 Ag. Stefanos- Attica.
The date of commencement of trading of the New Shares on the ATHEX, after the completion of the share capital increase, will be decided by the Company and will be announced in a new announcement, according to the current legislation.
The prior approval of the ATHEX is required for the listing of the New Shares.
For further information, the shareholders may contact Ms. Artemis Ntousia who is in charge of the Company's Shareholder Service Department (tel.:0030 210 8187300).
New Listings Prospectuses
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