ANNOUNCEMENT
SUBMISSION OF REQUEST TO THE HELLENIC CAPITAL MARKET COMMISSION BY THE COMPANY “GINGER DIGITAL BIDCO SA” (THE “OFFEROR”) FOR THE EXERCISE OF THE SQUEEZE-OUT RIGHT IN ACCORDANCE WITH GREEK LAW 3461/2006 (THE “LAW”) FOR THE COMMON, REGISTERED, VOTING SHARES OF THE COMPANY “EPSILON NET SOCIETE ANONYME FOR INFORMATICS, EDUCATION AND HIGH TECHNOLOGY PRODUCTS” (THE “COMPANY”)
20 August 2024
The words and phrases as well as the combination of words and phrases with initial capital letters, the definition of which is given in the Information Circular prepared by the Offeror, approved by the Board of Directors of the Hellenic Capital Market Commission (the “HCMC”) on 28 June 2024 and published in accordance with the Law will have the same meaning when used herein, unless otherwise defined or the context otherwise requires.
In accordance with articles 27 and 16 of the Law, the Offeror announces that, on 20 August 2024, it exercised the squeeze-out right included in article 27 of the Law (the “Squeeze-out Right”), by submitting for approval the relevant written request to the HCMC.
More specifically, as stated in the aforementioned request, on 7 August 2024 the over-the-counter transfer of the common, registered, voting shares of the Company, that were lawfully and validly tendered to the Offeror during the acceptance period of the 25 April 2024 mandatory tender offer (the “Tender Offer”), was completed. Following the above, on 19 August 2024, the Offeror and the Persons Acting in Concert with the Offeror held in total 53,184,511 common, registered, voting shares of the Company, that correspond to 98.13% of the total paid-up capital and voting rights of the Company. From 3 August 2024 until 19 August 2024, the Offeror had also acquired 1,361,940 shares of the Company, that correspond to 2.5% of the total paid-up capital and voting rights of the Company, from shareholders of the Company who exercised the sell-out right provided for in article 28 of the Law.
As of 20 August 2024, the Squeeze-out Right relates to the acquisition of the remaining 1,015,489 common, registered, voting shares of the Company, which the Offeror and the Persons Acting in Concert with the Offeror did not hold directly or indirectly on the aforementioned date, at a consideration of EUR 12.00 per share in cash, which is equal to the offered consideration for the acquisition of the shares through the Tender Offer. It should be noted that the Offeror will undertake the payment of the settlement fees in favor of the HELLENIC CENTRAL SECURITIES DEPOSITORY SOCIETE ANONYME (ATHEXCSD) that are borne by the sellers/shareholders of the Company, but not the payment of the 0.1% transaction tax that also is borne by the sellers/shareholders of the Company.
The intention of the Offeror to exercise the Squeeze-out Right is included in the approved and published in accordance with the Law Information Circular dated 28 June 2024.
