For €208 million, the 35% stake in DEPA Commercial held by HelleniQ Energy will be transferred to the Hellenic Republic Asset Development Fund, following the approval of the transaction by the Boards of Directors of the two companies. Specifically, the consideration has been set based on the book value of DEPA Commercial Group's 31/12/2023 Consolidated Net Position, with a mechanism to adjust it within a period of up to 36 months from the completion of the transaction (with the possibility to be further extended), in order to take into account DEPA Commercial's 2024 consolidated results, as well as any impact of existing legal pending matters on the company's financials. 

HOW THE REPAYMENT WILL BE MADE

The consideration shall be credited and repaid in instalments by offsetting any dividends received by the Hellenic Energy Holding Company (or the EESYP following the merger) from HelleniQ Energy Holdings and DEPA Commercial, as shareholders of these companies, or other proceeds in accordance with applicable law. In the event of a future realisation by the Hellenic State of its shareholding in DEPA Commercial within 24 months of the completion of the transaction (with the possibility of an extension of a further 12 months), the consideration will be calculated on the basis of the price per share that will be received by the Hellenic Republic Asset Development Fund on a pro rata basis for the 35% of DEPA shares transferred by HelleniQ Energy. 

NEXT STEPS

The agreement aims at obtaining full control and flexibility of movement for DEPA Trading, along with disengaging HelleniQ Energy from a non-strategic stake and directly competing with other activities of the group. The transaction will allow the seamless implementation of the strategic transformation of DEPA Emporia into a vertically integrated energy group, adding in the medium term a higher value to the Hellenic State's shareholding and facilitating its future exploitation. As the sole shareholder of DEPA Emporia after the completion of the transaction, the Hellenic Investment Fund intends to review the alternatives for the exploitation of its stake in the near future. As HelleniQ Energy's CEO Andreas Siamisis noted, "I am confident that the sale of our 35% stake is a clear solution that resolves the governance issues, which will allow both companies to plan their future even better."

OPEN FRONTS

It is noted that the final transaction price will also be affected by the outcome of the company's outstanding matters: 

• The first one concerns the dispute over Gazprom's €400m claims—for take or pay clauses for the 2021-2022 two-year period, for which DEPA Commercial has appealed to international arbitration. However, this process is already underway, and sources on the Greek side—which has appealed the process—believe that the arguments are in its favour, while it believes that the decision expected next September will vindicate it. The reason for the appeal concerns the price at which the Russian company supplied it with natural gas in the period 2022-2023. The contract between the two companies provided for a negotiation procedure before the appeal, but this was time-consuming and did not pay off. It is noted that DEPA is also requesting a retroactive price adjustment under the contract from 2022.
• The second concerns the old case of ELFE, formerly the Fertilizer Industry