ANNOUNCEMENT
APPROVAL BY THE HELLENIC CAPITAL MARKET COMMISSION OF THE REQUEST OF«GINGER DIGITAL BIDCO SOCIETE ANONYME» FOR THE EXERCISE OF THE SQUEEZE-OUT RIGHT OF THE COMMON REGISTERED VOTING SHARES OF THE COMPANY «EPSILON NET SOCIETE ANONYME FOR INFORMATICS, EDUCATION AND HIGH TECHNOLOGY PRODUCTS»
30.08.2024
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.
“GINGER DIGITAL BIDCO SOCIETE ANONYME” (the “Offeror“) announces through its letter the following:
1. The Board of Directors of the HCMC pursuant to its decision taken on 30.08.2024:
(a) approved the Offeror’s request for the exercise of the squeeze-out right (the “Squeeze-out Right”) of the common registered voting shares of the company “EPSILON NET SOCIETE ANONYME FOR INFORMATICS, EDUCATION AND HIGH TECHNOLOGY PRODUCTS” (the “Company“) in accordance with article 27 par. 5 subpar. a of the Greek Law 3461/2006 (the “Law”) and article 2 of the HCMC Board of Directors decision no. 1/644/22.4.2013 “Exercise of squeeze-out right after the end of a tender offer in accordance with article 27 of Law 3461/ 2006” (the “Decision 1/644”), and
(b) set the day of cessation of trading of the Company’s shares to be 16.09.2024.
2. At the closing of the trading session of ATHEX dated 19.08.2024, the Squeeze-out Right relates to the acquisition of 1,015,489 of the Company’s shares (the “Shares”) against a consideration of EUR 12.00 per Share in cash by the Offeror to the owners of Shares, which is equal to the consideration that was offered by the Offeror in the Tender Offer.
3. It should be noted that the Offeror will undertake the payment of the settlement fees, in favour of ATHEXCSD that are borne by the owners of the Shares. The EUR 12.00 consideration per Share will be reduced by the applicable sales tax, that is borne, as provided by law, by the sellers/owners of the Shares, in accordance with what applied for the shares that the Offeror acquired through the Tender Offer.
4. According to the Decision 1/644, the Offeror will pay the aforementioned cash consideration of EUR 12.00 per Share to:
(a) the Hellenic Exchanges – Athens Exchange Holding Société Anonyme, in order for it to credit the relevant settlement accounts of the participants, for those beneficiaries who have given their participants the relevant authorization to collect the corresponding consideration, and
(b) the Deposits and Loans Fund for:
- those beneficiaries who have not authorized their participants to do so;
- holders of securities held in a participant account under special liquidation status; and
- holders of any rights stemming from the Company’s securities pledged, usufruct or seized.
5. The payment will be made within three (3) business days after the completion of the settlement of the transactions that will be concluded on the last trading day of the Shares.
It should be underlined that, in accordance with the Decision 1/644, in case (a) that a shareholder of Shares does not validly authorize the operator of its securities account in the Dematerialized Securities System (the “DSS”) in order for it to receive the consideration on their behalf, or (b) that Shares are either not free from encumbrances, rights of third parties or levies, or are inside a securities account of DSS that is under special liquidation, the Offeror will deposit the consideration to the Deposits and Loans Fund in favor of the respective beneficiary.
