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
The Hellenic Republic declared its intention to exercise all the rights to acquire common shares of Aegean, as a result of the State Aid of 120 million euros received by the listed company, in the context of the compensation of part of the direct losses related to the Covid-19 pandemic 2020.
It is recalled that in 2021 Aegean received state aid 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.
The Greek State will exercise the warrants in Aegean at 11.43 euros
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 will, with a payment of 33.2 million euros, 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 the 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).
At 8.23 euros the repurchase price
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.