Announcement of the Company under the name
“EKTER TECHNICAL – CONSTRUCTION – REAL ESTATE – HOTEL – COMMERCIAL – INDUSTRIAL SOCIETE ANONYME”
with G.E.MI. number 000285201000
Athens, 26/9/2024
EKTER SA (“EKTER” or the “Company”) announces that, by decision of the Company’s Board of Directors dated 26/9/2024, the merger procedure of EKTER acquiring the company under the name “ENERGEIAKOS KOMVOS ANONYMI ENERGEIAKI – ANAPTYXIAKI – EPENDYTIKI ETAIREIA” with General Electronic Commercial Registry (G.E.MI.) number 131245301000 (“Energeiakos Komvos” or “Acquired Company”), will be initiated.
ENERGEIAKOS KOMVOS is engaged in the construction and tourism sector and has already been operating the premium hotel SUMMER SENSES LUXURY RESORT in Paros.
It is reminded that in January 2024, EKTER completed the acquisition of 56% of the shares of Energeiakos Komvos with Mr. Konstantinos A. Sipsas Bouzas and Mr. Konstantinos I. Stoubos being the sellers, while the remaining 44% of the shares of Energeiakos Komvos remain in the ownership of Mr. Athanasios Sipsas.
The intended merger of Energeiakos Komvos will create a strong company in the construction and tourism sector, capable of facing both domestic and international competition, will ensure optimal utilisation of the available human and operational resources and will expand the ability to utilise to the maximum extent possible the assets of both the Company and Energeiakos Komvos. Also, due to its post-merger size, the Company will be able to take advantage more efficiently and with greater flexibility of any business opportunities, as well as to achieve better terms of cooperation.
The merger will be carried out in accordance with the provisions of Law 4601/2019, Law 4548/2018 and article 54 of Law 4172/2013, as well as the provisions of the Athens Stock Exchange Regulation and the Capital Market legislation.
The 31st of July 2024 has been set as the date of preparation of the transformation statement, on the basis of which the valuation of Energeiakos Komvos will be carried out by the independent auditing company “IG AUDIT ORKOTOI ELEGKTES LOGISTES S.A.”. As regards the exchange ratio between the shares of Energeiakos Komvos and EKTER, it is proposed to exchange approximately 8.6 new ordinary registered shares of EKTER for every 1 ordinary registered share of Energeiakos Komvos. However, since EKTER already owns 56% of the Acquired Company, its shares will be cancelled to avoid confusion and therefore it will not receive any new ordinary shares in the framework of the Merger. Therefore, only the partner shareholder of Energeiakos Komvos, i.e. Mr. Athanasios Sipsas, will receive new shares of EKTER as a result of the Merger, thereby increasing his shareholding in EKTER, which will then reach 19.6%. The other existing shareholders shall maintain the number of ordinary shares they hold in EKTER. The share exchange ratio is subject to confirmation of its fair and reasonable nature by the independent auditing firm appointed as set out above.
It is the Company’s intention to complete the Merger by the end of November 2024. Completion of the Merger is subject to ensuring the resolutions and approvals required under applicable law.
Such acquisition of Energeiakos Komvos does not fall within the criteria set forth in para. 3.1.14 of the Stock Exchange Regulation on “back-door” listing.
Investors will be informed by EKTER on the progress of the merger process.
The Board of Directors