Greek Organisation of Football Prognostics S A : Information Document - Pursuant to article 1 par. 5 g) of Regulation (EU) 2017/1129
07/30/2021 | 06:39am EDT
Pursuant to article 1 par. 5 g) of Regulation (EU) 2017/1129 for the admission to trading of the shares that are issued in the context of the payment of the dividend for the financial year 2020 in the form of shares of the same class as the shares in respect of which the dividend is paid
Date of issuance: 30.07.2021
OPAP S.A. (the "Company") with respect to the extra-ordinary share capital increase, up to the amount of 7,800,000.00 euro, upon issuance of up to 26,000,000 new ordinary, registered, voting shares, effected by means of the reinvestment of the dividend for the financial year 2020, as this amount results following the deduction of the corresponding amount of withholding tax, or up to 95% of the dividend in case where such amount is exempt from withholding tax (in which case the remaining 5% will be received mandatorily in cash by the beneficiary), either in total or in part, at the discretion of the beneficiaries. The share capital increase was decided by the Board of Directors of the Company at its resolution dated 17 June 2021, following the granting of relevant authorization by the Annual General Meeting of the Shareholders of 22 May 2019 in accordance with article 24 par. 1 b) of Greek law 4548/2018 for the implementation of the approved by it program for the reinvestment of dividend of a five-year duration (2019 - 2023).
With respect to the above, the Company informs the public, according to article 1 par. 5 g) of Regulation (EU) 2017/1129, on the following:
The Company, aiming to grant flexibility to its shareholders through the election to reinvest the corresponding dividend amount to the Company and to enable the use of its cash reserves for the implementation of long-term investment programs and for maintaining its high-yield dividend policy, decided to grant them the ability to elect the receipt of the corresponding dividend amount for the financial year 2020 either in the form of integer shares, or in cash, or by combination of the above.
In particular, the Company granted to the beneficiaries of the aforementioned dividend and namely to the shareholders of the Company who were registered in DSS records on Wednesday, 14 July 2021 (record date), the ability to elect, during the period from Thursday, 15.07.2021, up to and including Wednesday, 28.07.2021, to receive the dividend amount for the financial year 2020, as per the above, at their discretion, in the form of integer number of shares of the Company, in total or in part. The issue price of new shares of the Company was equal to 11.14 euro, namely equal to the volume weighted average price (VWAP) of the first five (5) trading days of the period for the exercise of the relevant reinvestment right (namely from 15.07.2021 up to and including 21.07.2021), reduced by a percentage of 3% (discount percentage). All the new shares will be ordinary, registered, voting shares and will be entitled to participate to any subsequent payment of dividend as well as to the 5-year dividend reinvestment program that was approved by the aforementioned Annual General Meeting of the Shareholders of the Company.
Following the above, 2,788 beneficiaries shareholders, by exercising their relevant right, decided to participate to the reinvestment program of the dividend for the financial year 2020. According to the relevant elections of the beneficiaries shareholders, the amount that was reinvested in the Company amounts in total to one hundred eight million three hundred eighty six thousand nine hundred ninety euro and thirty six cents (€108,386,990.36), and the remaining amount of seventy three million nine hundred seventy one thousand eight hundred fifty four euro and seventy cents
(€73,971,854.70) (net payable amount) will be paid to the beneficiaries shareholders in cash. As a result of the aforementioned reinvestment of the dividend for the financial year 2020 and the partial subscription of the increase, the Board of Directors of the Company, by its resolution dated 30.07.2021 for the attestation of the verification of the payment in part of the extra-ordinary share capital increase made by set-off, adjusted article 5 of the Company's articles of association, so that it defines the amount of the capital, as such amount resulted from the partial subscription thereof.
In particular, the share capital of the Company is increased by two million nine hundred eighteen thousand eight hundred sixty nine euro and eighty cents (€2,918,869.80) (a percentage of approximately 2.77% of the share capital following the reinvestment), upon issuance of nine million seven hundred twenty nine thousand five hundred sixty six (9,729,566) new ordinary, registered, voting shares, and amounting in total to one hundred five million three hundred forty six thousand seven hundred eighty five euro and ninety cents (€105,346,785.90), divided to thee hundred fifty one million one hundred fifty five thousand nine hundred fifty three (351,155,953) shares, of nominal value of 0.30 euro each. The total above par value of the new shares, amounting to one hundred five million four hundred sixty eight thousand one hundred twenty euro and fifty six cents (€105,468,120.56), was transferred to the account "Share premium".
On 13.06.2019, the decision of the Ministry of Economy & Development - General Secretariat of Commerce and Consumer Protection - General Secretariat of the Market - Directorate of Companies - Department of Supervision of Listed SAs & Sport SAs with prot. number 63019 (Ref. 55568) that was issued on the same date was registered in G.E.MI. with Registration Code Number 1764802, by virtue of which the granting of authorization to the Board of Directors of the Company under article 24 of Greek law 4548/2018 for the extra-ordinary share capital increase of the Company up to the amount 50,000,000.00 euro, upon issuance of up to 160,000,000 new ordinary, registered, voting shares was approved, which was decided by the resolution of the Annual General Meeting of the Shareholders of the Company dated 22 May 2019, for the implementation of the general terms of the dividend reinvestment program of a five-year duration that was approved by the same resolution. On 01.07.2021, the decision of the Ministry of Development & Investments - General Secretariat of Commerce and Consumer Protection - General Secretariat of the Market - Directorate of Companies - Department of Supervision of Listed SAs & Sport SAs with protocol number 73506/01.07.2021 that was issued on the same date was registered in G.E.MI. with Registration Code Number 2574098, by virtue of which the following were approved a) the share capital increase of the Company of up to 7,800,000.00 euro, upon issuance of up to 26,000,000 new ordinary, registered, voting shares and b) the relevant amendment of article 5 of the articles of association of the Company (entitled "Share Capital - Shareholders"), which were decided by the Board of Directors of the Company at its resolution dated 17 June 2021. Finally, on 30.07.2021, the resolution of the Board of Directors of the Company of the same date was submitted to G.E.MI., by virtue of which a) it was attested that the verification of the payment of the amount of two million nine hundred eighteen thousand eight hundred sixty nine euro and eighty cents (€2,918,869.80) made by set-off has taken place, in accordance with article 20 paras. 4, 6 and 7 and article 28 of Greek law 4548/2018, which constitutes part of the extra-ordinary share capital increase of the Company which was decided by the Board of Directors of the Company at its resolution dated 17 June 2021 and b) the adjustment of article 5 of the articles of association of the Company on share capital was approved, as per the above.
The aforementioned 9,729,566 new shares will be issued in the name of the beneficiaries shareholders of the Company having exercised the right of reinvestment of the dividend for the
financial year 2020. The Company will follow the procedure for the admission of the above new shares to Athens Stock Exchange ("ATHEX"), in accordance with the provisions of ATHEX Rulebook and the relevant decisions of the Board of Directors of ATHEX.
It is expected that the new shares will be admitted to trading on the 1st business day following the approval of the admission to trading thereof by the Athens Exchange. These shares will be registered with the ATHEXCSD records and the DSS shares and accounts declared by the aforementioned beneficiaries, as provided by the law, and any adjustment of the value of the shares of the Company will be made in accordance with ATHEX Rulebook and the resolution no. 26 of the Board of Directors of ATHEX, as amended and in force. Τhe Company will inform the public on the exact date of the admission of the new shares to trading on ATHEX. The person bearing responsibility for the drafting of the present information document and the accuracy of its content is the Company's Chief Financial Officer and Executive Board Member, Mr. Pavel Mucha.
The present document may be received by the interested parties from the offices of the Company in Athens, at 112, Athinon Avenue, p.c. 104 42, and may be found in electronic form on the website of the Company (www.opap.gr).
The interested parties that wish to receive more information may contact the Investor Relations during working days and hours at the offices of the Company to the address mentioned above (contact number 210-5798930).
OPAP SA - Greek Organisation of Football Prognostics published this content on 30 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 July 2021 10:38:03 UTC.
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