The Societe Anonyme under the trade name “EPSILON NET SOCIETE ANONYME FOR INFORMATICS, EDUCATION AND HIGH TECHNOLOGY PRODUCTS” (hereinafter the “Company”), in accordance with Greek Law 3556/2007 (Articles 9, 10, 14 and 21), notifies the investors based on the notifications of major holdings notified on 25.04.2024 to the Company by Mr. Ioannis Michos, National Bank of Greece S.A. and GASC MGP LLC (for itself and on behalf of the companies and entities it controls), that an agreement (hereinafter the “Agreement”) was entered into on 25 April, 2024, by and between:
1) General Atlantic Ginger B.V., with registered seat at Prinsengracht 769 A, 1017 JZ Amsterdam, the Netherlands, which is indirectly controlled by funds managed or advised by General Atlantic, L.P. (hereinafter “GA”);
2) Mr. Ioannis Michos, resident at 1A Nikolaou Plastira Str. GR 55131, Kalamaria, Thessaloniki (hereinafter the “Founder”);
3) National Bank of Greece S.A., with registered seat at 86 Aiolou, Αthens 10559 Athens, Greece, which is listed on the Athens Stock Exchange (hereinafter “NBG”); and
4) Ginger Digital BidCo Single Member S.A., with registered seat at 116A Alexandras Avenue, 11471, Athens, Greece (hereinafter “Bidco”), which is directly controlled by GA and indirectly by the entity controlling Ginger as per above,
(GA, the Founder, NBG and Bidco hereinafter jointly referred to as the “Parties”),
pursuant to which the Parties have agreed to act in concert, within the meaning of Article 2(e) of Greek Law 3461/2006, to seek to acquire thought Bidco the entire share capital and voting rights of the Company, which Parties do not already directly or indirectly control, by submitting a mandatory takeover bid.
On the date here of:
1) GA and Bidco do not hold directly and/or indirectly any shares or voting rights in the Company;
2) the Founder directly holds 55.42% of the shares and voting rights of the Company; and
3) NBG directly holds 7.50% of the shares and voting rights of the Company.
As a result of the Agreement, GA via Bidco, the Founder and NBG are considered to be acting in concert, within the meaning of Article 2(e) of Greek Law 3461/2006 and Article 10(a) of Greek Law 3556/2007, with respect to the exercise of the total voting rights corresponding to 34,100,000 shares held directly by two of the coordinated parties, as mentioned above, representing 62.92% of the total number of shares and voting rights of the Company.
Bidco is a fully owned subsidiary of GA, which in turn is 100% controlled by General Atlantic Cooperatief U.A. (acting through its board). The latter is controlled by several private equity funds and entities, based in Luxembourg, Bermuda and the United States, which are ultimately controlled by GASC MGP, LLC based in Delaware (with registered address 55, East 52nd Street, 33rd floor, New York), which is not exclusively controlled by any legal or natural person within the meaning of Law 3556/2007.
NBG is not controlled by any other natural or legal person.
This announcement is made in respect of a Greek company and is subject to Greek disclosure requirements, which may be different from those of any other jurisdiction, including those of the United States.
