Aegean announced that on 3/11/2023 the Hellenic Republic submitted a declaration of intent to exercise all of the rights to acquire common shares (warrants) of the company it owns.
It is recalled that the European Commission approved on December 23, 2020 (C(2020) 9641) the provision of State Aid in the amount of 120 million euros as compensation for part of the damages directly related to the Covid-19 pandemic in 2020. Following this approval, the article was voted 30 of Law 4772/2021 which provided for the payment of the aid-compensation in question with two additional conditions demanded by the Hellenic Republic:
A. the obligation of private shareholders to participate in a capital increase that will raise private capital of at least 60 million euros, and
B. the granting of the right to acquire shares in the Hellenic Republic with an exercise price the same as the sale price of the shares to individuals in the above increase.
The capital increase of private shareholders by 60 million euros was carried out on 14/06/2021 at a price of 3.20 euros per share, followed by the payment of the state aid of 120 million euros on 02/07/2021. Thus, the exercise price of the rights to acquire public shares was set according to article 30 of Law 4772/2021 and is equal to the sale price of the shares during the pre-required increase, i.e. 3.20 euros per share, with an exercise period of 2 /7/2023 to 3/07/2026. Each of the 10,369,217 certificates of ownership of the Company’s common shares (the “Purchasing Securities”) held by the Hellenic Republic provides the right to acquire one (1) new common share.
The Greek State declared on 3/11/2023 its intention to exercise all the rights deriving from all the Title Deeds. Once the exercise of the right has been completed, the Hellenic Republic, by paying 33.2 million euros, will acquire new shares that will correspond to 10.3% (on a fully diluted basis) of the Company’s total shares, correspondingly reducing the percentages of private shareholders.
The Company, in accordance with article 30 of Law 4772/2021 as well as in accordance with the terms of the Title Deeds, within sixty (60) calendar days from the date of receipt of the declaration of intent (3/11/2023), has the right to answer whether it intends to exercise its right to acquire the Government Share Acquisition Securities by paying their value. Their value is defined as the difference between the volume-weighted average share price during the sixty (60) trading days preceding the date of notification of the declaration of intent and the exercise price. The weighted average price of the 60 trading days prior to 3/11/2023 is estimated at approximately 11.43 euros per share (as should be confirmed by an independent financial advisor).
Therefore, if the Company chooses to purchase the Warrants, it will have to pay the Hellenic Republic the difference, i.e. 8.23 euros per Warrant, i.e. 85.4 million euros for the total of 10,369,217 Warrants.
In view of the above, the Board of Directors of the Company will take the necessary actions in the immediate future and convene an Extraordinary General Meeting of the shareholders, in order for the Company to take the necessary decisions and complete their implementation within the deadlines provided by the terms of the Title Deeds with the aim of all being completed within the current year.
Takeover is recommended by Ev. Vasilakis
In the context of the Company’s 6/11/2023 announcement, the Chairman of the Board of Directors, Mr. Eftichios Vassilakis, stated:
“As announced, we received the Greek State’s letter of intent to exercise the warrants. We have repeatedly stated that AEGEAN has both the liquidity and the funds for their redemption. My proposal to the Board of Directors and to the General Meeting of Shareholders (which will also take the final decisions), the Company will proceed to purchase the rights from the Greek State, paying the amount of 85.4 million euros.
In this way, the last leg of the particularly painful cycle of the pandemic closes, but from which the Company emerges with the contribution of its shareholders, its employees and also the passengers who choose us every day in 165 destinations, stronger in all its the sizes.
We thank the state for supporting us in this unprecedented juncture and we continue with development and investments of even higher added value and contribution to the economy, capabilities and infrastructure of the country.”