Subscribe to Announcements

The company under the commercial name “LAMDA DEVELOPMENT HOLDING AND REAL ESTATE DEVELOPMENT SOCEITE ANONYME” (hereinafter, the “Company”) announces, pursuant to article 133 of Greek law 4548/2018 and article 4.1.3.3 of the Athens Exchange Rulebook, the following:

At the Extraordinary General Meeting of the Shareholders of the Company, held today, 10.10.2019, in Athens, King George hotel, participated lawfully 130 shareholders, representing 59,599,372 common registered shares with voting rights from the total of 79.721.775 common registered shares. It is duly that the Company held on the above date of the Extraordinary General Meeting 1.866.007 own shares. Consequently, the quorum at the aforementioned general meeting amounted to 76.55% of the paid-up share capital.

The General Meeting resolved on the sole item of the daily agenda the following:

1. (A)The share capital increase by payment in cash for raising of funds up to the amount of six hundred and fifty million and hundred euro (€ 650,000,100.00) by the Company and the issuance of up to 2.166.667.000 new common, registered, shares with voting rights having a nominal value of €0.30 each (the “New Shares”), and with preemptive rights to the existing shareholders, in accordance with the relevant provisions of law 4548/2018 and the Company’s Articles of Association. The final number of the New Shares shall be equal to the amount of the funds raised divided by the subscription price (as determined) of the New Shares. The nominal amount of the share capital increase shall be equal to the number of the New Shares (as derived from above) multiplied by the nominal value of each New Share. Therefore, the final number of the New Shares and the final nominal amount of the share capital increase shall be calculated by the Board of Directors within the process of defining the subscription price in accordance with paragraph (B) below;
2. (B)The granting of authorization by the General Meeting of the Shareholders to the Company’s Board of Directors in accordance with article 25 paragraph 2 of law 4548/2018 as in force, in order to determine the subscription price of the New Shares within a period which cannot exceed one (1) year (“the Subscription Price”). Moreover, it was resolved that the Subscription Price can be higher than the market price of the Company’s shares at the date of detachment of the pre-emption rights and the difference between the nominal value of the New Shares and the Subscription Price shall be credited on the share premium account;
3. (C)The period for the payment of the share capital increase may be up to a maximum of four (4) months from the date of the resolution of the Board of Directors for the definition of the subscription price of the New Shares and can be extended for up to one (1) month, in accordance with article 20 paragraph 2 of law 4548/2018 in conjunction with article 25 paragraph 2 of law 4548/2018;
4. (D)As regards the process for subscribing to New Shares, the following persons shall have a preemptive right in the above share capital increase:

1. all the Company’s shareholders, who shall be registered in the Dematerialized Securities System managed by Greek Central Securities Depository S.A. (“ATHEXCSD”), one (1) business day after the date of the detachment of the preemptive rights (in accordance with article 5.2 of the ATHEX Rulebook), and provided they retain these rights at the time of their exercise, and
2. every person who obtains preemptive rights during the trading phase of the said rights in the Athens Exchange

The under (i) and (ii) above persons shall be able to exercise preemptive rights to the New Shares. The preemptive right is transferable and shall be negotiated in ATHEX up to three (3) business days before the expiration of its exercise period. The period for the exercise of the preemptive rights was resolved to be fifteen (15) days.

As regards the preemptive rights corresponding to own shares currently held by the Company on the date of the general meeting, following the resolution of the Board of Directors dated 07.10.2019 on the sale of 1.319.840 own shares (i.e. 1,66% of the total shares and voting rights of the Company) after the completion of the procedure of articles 99 seq. of Greek law 4548/2018, it was resolved that the Board of Directors is authorized to proceed with the transfer of part or all of the corresponding to those own shares preemptive rights, otherwise those preemptive rights shall be counted in favor of the rest of the shareholders’ preemptive rights, in accordance with the provisions of article 50 paragraph 1 (c) of law 4548/2018.

Moreover, the Board of Directors has been authorized to define, within the time period provided by law, the date of commencement and ending of the preemptive rights exercise period, as well as the ex rights date of the preemptive rights and every other technical and procedural detail regarding their exercise. Any preemptive rights not exercised until the expiration of the above time period shall be extinguished and shall not be exercisable, as provided by law.

1. (E)No fractions of the above-mentioned New Shares will be issued and the New Shares that will occur from the above proposed increase shall be entitled to dividend for the current fiscal year (01.01.2019-31.12.2019) and onwards, in accordance with the applicable legislation and the Company’s Articles of Association, if the Annual General Meeting of Shareholders resolves the distribution of dividends for said fiscal year and if the New Shares are credited to the beneficiaries’ accounts in the Dematerialized Securities System at the date of detachment of the dividend right.

1. (F)In the event of unsubscribed New Shares, following the exercise or the extinction of the preeptive right, a right of pre-subscription will be offered to persons under (D) above (the “Pre-subscription Right”), for the acquiring of said unsubscribed shares at the Subscription Price, on condition said persons have fully exercised their preemptive rights. The Board of Directors has been authorized to determine by virtue of its decision:

1. all the technical and procedural terms of the Pre-subscription Right as well as the way and the deadline for its exercise, including any determination of the maximum number of shares, which those exercising the Pre-subscription Right will be entitled to acquire,
2. the process for the return of reserved amounts in the event of partial or non-satisfaction of exercised Pre-subscription Rights.
3. any other detail regarding the preemptive and Pre-subscription Rights.

1. (G)Following the above i.e. after the exercise or extinction of the preemptive rights and pre-subscription rights by the persons under (D) above and after the Board of Directors has convened to identify the number of unsubscribed New Shares, in case there are any unsubscribed New Shares, the Board of Directors has been authorized to dispose them at its discretion through a private placement for a price which cannot be lower than the Subscription Price, otherwise the Company’s share capital will be increased only by the amount of final subscription in accordance with Article to Article 28 of law 4548/2018, as in force (possibility of partial subscription). In the latter case, the Board of Directors has been authorized to amend article 5 of the Company’s Articles of Association, so that the final number of New Shares and the nominal amount of the Company’s share capital following completion of the share capital increase procedure is defined.
2. (H)The Board of Directors has been also authorized to proceed with all necessary actions in order the share capital increase to be completed, to further specify any of its terms, ensuring that any necessary measure is taken for its successful completion, including any issues regarding the drafting of a Prospectus and the granting of approvals by the Hellenic Capital Markets Commission and the Athens Exchange, the admission and initiation of trading of the New Shares to the Athens Exchange, as well as of any relevant topic, appointing to this regard one or more of its members and /or managers of the Company.
3. (I)For the purpose of drafting and publishing the Prospectus regarding the public offer of the New Shares in Greece, the Company has appointed a) Mr. Odysseys Athanasiou, b) Ms. Konstantina Karatopouzi, c) Mr. Alexandros Kokkidis and d) Mr. Vassilios Baloumis, e) Mr. Zisimos Daniilatos and f) Mr. Dimitrios Zontanos as persons responsible for the Prospectus and for any communication with the Hellenic Capital Markets Commission. Furthermore, a) Ms. Konstantina Karatopouzi, b) Mr. Alexandros Kokkidis, c) Mr. Vassilios Baloumis and d) Mr. Ioannis Giannakopoulos have been authorized to proceed with any necessary act or actions for the completion of the current resolution for the share capital increase acting jointly and/or severally.

Lastly, the amendment of art. 5 of the Company’s Articles of Association was resolved, and specifically the deletion and replacement of the last paragraph of article 5 as follows:

23. Pursuant to the decision of the Extraordinary General Meeting of Shareholders dated 10 October 2019 it was decided that the company’s share capital is increased up to six hundred fifty million and hundred euro (€650,000,100) by the issuance of 2.166.667.000 new common registered shares of nominal value of 0.30 each, by payment in cash. Following the above, the Company’s share capital amounts to EURO six hundred seventy-three million nine hundred sixteen thousand six hundred thirty-two point fifty (€673,916,632.50) paid in full and divided into 2.246.388.775 common registered shares of nominal value 0,30 euro.”

The Board of Directors is further authorized to finalize the above amendment at the certification of payment of the capital increase amount by amending article 5 of the Company’s Articles of Association accordingly.