1. DISPOSAL OF THE INFORMATION MEMORANDUM
The Information Memorandum, as approved by the Hellenic Capital Market Commission, as well as the Declarations of Acceptance of the Tender Offer, will be available free of charge, during the working days and hours, in all branches in Greece of the bank “Eurobank Ergasias S.A.” (The “Tender Agent”), from Friday, 25 November 2016 and throughout the Acceptance Period of the Tender Offer (as defined below). Moreover, hard copies of the Information Memorandum will be available for all Shareholders, from 25.11.2016 and throughout the Acceptance Period of the Tender Offer, at the Offeror’s Adviser’s registered seat, i.e. at the Bank Eurobank Ergasias S.A. (Investment Banking & Principal Capital Strategies Division) (The “Adviser”), in the address Fillelinon 10, 10557, Athens.
Copies of the Information Memorandum will be available in electronic form on the website of the Adviser, www.eurobank.gr (https://www.eurobank.gr/online/home/
generic.aspx?id=1355&mid=363&lang=gr), and on the website of Hellenic Exchanges S.A. Holding, Clearing, Settlement and Registry (the “HELEX”) www.helex.gr (http://www.helex.gr/el/web/guest/companies-information-memorandum-informative-material).
2. SUBJECT OF THE TENDER OFFER
On 19 September, 2016, the natural persons Mr. Nikolaos Koukountzos son of Konstantinos, Mr. Konstantinos Koukountzos son of Nikolaos, Mr Nikolaos Koukountzos son of Nikolaos, Mrs. Aikaterini Koukountzou daughter of Nikolaos, Mr. Menelaos Koukountzos son of Konstantinos, Mrs. Aikaterini Koukountzou daughter of Menelaos and Mr. Konstantinos Koukountzos son of Menelaos orally agreed to act in concert, within the meaning of article 2(e) of the Law, in order to jointly acquire the control of the Company (hereinafter “Coordination Agreement”). In this framework, the aforementioned natural persons exchanged the shares of the Company that they held with Shares issued by the Offeror, for the implementation of the share exchange agreement that was signed the same day. As a result, the Offeror acquired in total 15.896.582 Shares and voting rights in the Company, which correspond to the sum of the Shares of the Company that the aforementioned natural persons owned, i.e. to 67,22% of the total voting rights in the Company. Following the completion of the aforementioned exchange of shares, the Offeror is exclusively controlled by the aforementioned natural persons.
As a result of the above, the obligation for the submission of the present mandatory Tender Offer, pursuant to article 7 of the Law, was triggered.
The Tender Offer is related to the sum of shares not held by the Offeror or the Concerted Parties (as defined above), at 21.09.2016, i.e. 7.752.118 shares, representing 32,78% of the total paid up capital and of the voting rights in the Company;
Concerted Partied, within the meaning of Article 2 (e) of the Law, are the above natural persons-shareholders of the Offeror. In addition, under the concept of Concerted Parties are included the persons, which are controlled by the above, within the meaning of the article 8 of the P.D. 51/1992 as in force after its amendment by the law 3556/2007, and more specifically the companies “Koukountzou M.&A General Partnership” and “K.A & M. Koukountzos General Partnership”, companies that are controlled by certain shareholders of the Offeror.
At the submission of the Tender Offer, the Offeror announced that it intends to acquire additional shares of the Company, through ATHEX, at a price equal to the offer price (as defined in paragraph 4 below) for a time period from the date of publication of the Tender Offer until the end of the acceptance period of the Tender Offer (as defined in paragraph 3 below). All shares acquisitions will be notified and published, in accordance with Article 24, par. 2 of the Law, as well as the provisions of Law.3556/2007 and Regulation (EU) No. 596/2014 (MAR), where so required.
In this framework, from the date of the Tender Offer, namely 21.9.2016, up until 22.11.2016, the Offeror acquired, through the ATHEX, 2.019.579 shares, which represent 8,54 % of the total voting rights in the Company. Hence, at 22.11.2016, the Offeror holds directly 17.916.161 shares and the concerted parties control indirectly 17.916.161 voting rights, which represent 75,76 % of the total voting rights in the Company.
3. ACCEPTANCE PERIOD
The Acceptance Period (“Acceptance Period”), during which the Shareholders may declare their acceptance of the Tender Offer, commences on Friday, 25 November 2016 at 8:00 am (local time in Greece) and ends on Monday, 9 January 2017, at the close of business of the banks operating in Greece, thus it totally lasts six (6) weeks.
4. OFFER PRICE
In accordance with article 9 of the Law, the Offeror offers a price of €2,02 (the “Offer Price”) in cash for each Share of the Tender Offer validly tendered. The Offer Price complies with the minimum fair and equitable price thresholds set out under Article 9, paragraph 4 of the Law, as specifically analyzed in chapter 2.15 of the Information Memorandum.
In addition to the Offer Price, the Offeror will assume on behalf of the Accepting the Tender Offer Shareholders, the payment of the clearing duties in favor of HELEX, for the off-exchange transfer of the Shares, as defined in the Clearing Regulation, currently amounting to 0.08% of the transfer value, which is calculated by multiplying the number of Transferred Shares with (X) the highest of the following values: the Offer Price and the closing price of the share on the Athens Stock Exchange (“ATHEX”) on the preceding working day from the submission of the necessary documents to HELEX and with a minimum charge equal to the lower between 20 Euros and 20% of the value of the transfer for each Shareholder, who will validly accept the Tender Offer (“Accepting Shareholders”) .It is noted The Offeror does not assume the payment of the amount corresponding to the tax on the off-exchange transfer, now amounting to 0.2% of the value of the transaction, which will be borne by the Accepting Shareholders.
5. DECLARATION OF ACCEPTANCE
Accepting Shareholders shall complete and validly submit the special declaration of acceptance (“Declaration of Acceptance”) to any of the branches of Eurobank Ergasias S.A. in Greece. Forms of the Declaration of Acceptance will be available in all branches in Greece, mentioned above, throughout the Acceptance Period, during working days and hours.
Alternatively, the Shareholders of the Company that wish to accept the Tender Offer may duly, on their own choice, authorize the operator (the “Operator”) of their securities’ account in Dematerialized Securities System (the “DSS”), where their Shares are registered, to proceed with all the necessary actions for and on their behalf, for the purpose of acceptance of the Tender Offer. The procedure of acceptance of the Tender Offer is described in detail in chapter 3.2 of the Information Memorandum.
6. COMPLETION OF THE TENDER OFFER
According to Article 23 of the Law 3461/2006, the results of the Tender Offer will be published within two (2) working days after the expiry of the Acceptance Period, i.e. up until Wednesday, 11 January 2017.
The transfer of the Tendered Shares, which have been lawfully and validly tendered by the Accepting Shareholders, will be carried out through off-exchange transaction, in accordance with Article 46 of the DSS Regulation, on the following business day from the date of submission of the necessary documents to Hellenic Central Securities Depository S.A. in return for payment of the Offer Consideration, which (payment) will be held as provided for in Chapter 3.5 of the Information Memorandum.
7. SQUEEZE-OUT RIGHT, SELL-OUT RIGHT, DELISTING SHARES FROM ATHEX
If, after the expiry of the Acceptance Period, the Offeror holds shares representing at least 90% of the voting rights in the Company:
(a) The Offeror will exercise the squeeze-out right (“Squeeze-Out Right”), in accordance with Article 27 of the Law, and will buy off the shares of the other Shareholders, who did not accept the Tender Offer, at a price equal to the Offer Price, within the prescribed period of three (3) months after the end of the Acceptance Period.
(b) Shareholders, who did not accept the Tender Offer, will be entitled to exercise their Sell-Out Right (“Sell-Out Right”), in accordance with Article 28 of the Law. Thus, the Offeror will be required for a period of three (3) months from the publication of the Tender Offer’s results to acquire through stock exchange all the shares that will be offered to it in cash at a price equal to the Offer Price.
If the conditions set out in article 27 of the Law are met, after the completion of the procedure of the Squeeze-Out Right, the Offeror will convene 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 the Law 3371/2005, and will vote in favor of this decision. After the adoption of this decision by the General Assembly of the shareholders of the Company, the Offeror will submit a request to HCMC for the delisting of the Company from ATHEX.
If the conditions set out in article 27 of the Law are not met and consequently the Offeror is not entitled to exercise the Squeeze-out Right, the Offeror will seek the delisting of shares from ATHEX, by virtue of a relevant decision of the General Assembly of the shareholders of the Company, pursuant to article 17 paragraph 5 of law 3371/2005.
This mandatory Tender Offer (as defined above) is addressed to all the shareholders of the Greek societe anonyme registered as “KLEEMAN HELLAS Incorporated Company Industrial, Commercial Company for Mechanical Construction S.A.”, the ordinary shares of which are traded on ATHEX.
In particular, this Tender Offer does not constitute an offer to purchase shares and is not addressed in any way or in any form (document or otherwise), directly or indirectly, to legal or natural persons in any other jurisdiction outside Greece, where the implementation of this Tender Offer or the posting or distribution of this Information Memorandum is illegal or contravenes any applicable law, rule or regulation or is subject to restrictions. For this reason, the sending, distribution, posting or forwarding in any other way of copies or duplicates of this Information Memorandum or of any other document relating to this Tender Offer by any person, legal or natural, to or from those countries is prohibited. Therefore, the persons that may receive the present Information Memorandum or any other document relating to it and/or to the Tender Offer must be duly informed and take into account the above limitations. The Offeror, the Adviser and the Tender Agent are not in any way liable for any breach of the above prohibitions by any person.
The current announcement does not substitute the full text of the approved Information Memorandum, to which the interested parties shall refer and read out carefully before making any kind of investing decision in regard with the Tender Offer.
The original Announcement which was published on 23/11/16 has been drawn up in the Greek language. The present constitutes a translation thereof. In case of discrepancies between the Greek text version of the Announcement and the present translation thereof, the Greek version shall prevail.