The shareholders of Eurocatering (Freskoulis) will make an effort for a deal worth at least €79 million by mid-summer 2027.

However, depending on the investment interest shown and the timing of the negotiations, the price is expected to vary between €74.4m and €93m.

Shortly after Latsco Family Office entered the market last summer and acquired a 30% minority stake, the company's articles of association underwent changes.

THE ADDITIONS TO THE ARTICLES OF ASSOCIATION

Among the changes made to the company's articles of association last September, the following stand out:

• Within three years of July 29, 2024—the date of the investment—the shareholders agreed to make every effort to sell all of the company's shares at a valuation value that is at least a multiple of 1.7 of the valuation value of the company's total shares, or €46.5 million.
• MC Holding S.A., which concerns the group comprising the parent company Eurocatering and its subsidiary in Bulgaria, MC Fresh Ltd, with Chrysostomos Mavropoulos as the main shareholder, undertakes and guarantees that it has at its disposal for sale all the shares held in the company by the investors EHRF (of EOS Capital) and Latsco

THE OBLIGATION OF MC HOLDING

If,

• within one year from the date of implementation of the investment, the investors notify the company's Board of Directors of a proposal, valid for one year, to acquire all (100 %) of the company's shares, consisting of an amount equal to the initial valuation, or
• As soon as the investors realize their investment, they have to give the Board of Directors a proposal that is good until they buy all (100%) of the company's shares. The proposal must include an offer price equal to the initial valuation plus 4% per year starting in the second year and going forward for each year after that. MC Holding must then sell its own shares under the same conditions.

RIGHT OF FIRST REFUSAL

In any case, MC Holding has the right to buy the investors' shares on the same terms as the third potential buyer within 30 days of the investors formally notifying the company's Board of Directors in writing that there is a proposal to buy all of the company's shares. We refer to this as the "right of first refusal."

Furthermore, in the event that the existing offer to buy back all of the company's shares falls short of the required amount, MC Holding reserves the right to cover the difference either from its own funds or by reducing the value of its own shares sold.

DRAG ALONG

If the 30-day period expires without result or if MC Holding declares within this period that it does not wish to exercise the right of first refusal, the procedure for selling all the shares of the company (i.e., MC Holding) to the interested third party (drag along) is initiated.

As a result, if MC Holding tells the company's Board of Directors after 5 years that there is a one-year offer to buy all the shares that is worth at least twice what the investors paid for them, the investors are required to also sell their own shares on the same terms as the offer made by MC Holding.

If this is done before the five-year period has elapsed, the drag-along is effective if the offer is 1.6 times the original valuation after the third year has elapsed and 1.8 times after the fourth year has elapsed.