Ellaktor Group submitted a proposal to the affiliated RB Holding in order to acquire 38.79% of the shares in Reds. This proposal has been accepted. The company has also indicated that it will purchase shares from the board of directors with the aim of delisting Reds. The group also intends to buy shares on the stock exchange to acquire a stake greater than 95%, with the aim of initiating a voluntary exit from the Athens Stock Exchange. 

THE ANNOUNCEMENT

ELLAKTOR S.A. informs the investment community of the following: On 18.4.2024, the Company’s Board of Directors unanimously resolved on submitting a binding offer to acquire (hereinafter the «Offer”) the full stake that RB Ellaktor Holding (hereinafter “RB Holding”) owns in REDS S.A. (hereinafter “REDS”), according to the following terms (the “Transaction”):

1. Number of shares: 22,277,743 shares, corresponding to 38.79% of the share capital and voting rights of REDS

2. Consideration: According to the valuation exercise and the fairness opinion issued by the independent financial advisor Euroxx Securities S.A., the total consideration is €60,149,906, or €2.70 per share.

3. Since RB Holding is a related party to the Company, execution of this sale and purchase agreement, is subject to the procedure prescribed by art. 99-101 of Law 4548/18 as currently in force

4. Timeline: Completion of the transaction is anticipated within three (3) weeks. Moreover, it is hereby notified that, on the same date, RB Holding has accepted the Offer.

During the aforementioned meeting, the Board of Directors’ also unanimously resolved on the company purchasing additional shares in REDS through the Athens Exchange market, at the same per share consideration of €2.70, with the aim to acquire shares corresponding to, at least, 95% or greater, of the total number of shares issued by REDS, informing accordingly the authorities.

Should a stake greater than 95% be acquired, REDS intends to initiate the process of a voluntary exit from the Athens Exchange, by convening an Extraordinary General Meeting of shareholders to resolve (with a majority vote of 95% of total voting rights) on the delisting of its shares from the main market of the Athens Exchange, following submission of the relevant request to the Hellenic Capital Market Commission, according to the provisions of art. 17 of Law 3371/2005 as currently in force.