ADMIE Holdings S.A. (the “Company” or “ADMIE Holdings”) announces its intention to raise funds through a share capital increase of up to €530 million (the “Share Capital Increase”) using a book-building process to determine the offering price of the shares to be issued.
The purpose of the Share Capital Increase is to finance the Company’s pro rata participation in the €1.0 billion share capital increase of the company “Independent Power Transmission Operator (ADMIE) S.A.” (ADMIE), which was resolved by the Extraordinary General Meeting of ADMIE shareholders on February 13, 2026 (the “ADMIE Share Capital Increase”).
It is proposed that the Company offer its newly issued common shares (the “New Shares”): (i) through a public offering in Greece (the “Greek Public Offering”), which is exempt from the obligation to publish a prospectus pursuant to Article 1(4)( (db) and Article 1(5)(ba) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”), for which a document containing the information set forth in Annex IX of the Prospectus Regulation will be filed with the Hellenic Capital Market Commission and published on the websites of the Company, Euronext Athens, and the Placement Agents for the Greek Public Offering, and (ii) through a private placement to institutional investors outside Greece (the “International Offering” and, together with the Greek Public Offering, the “Combined Offering”).
It is proposed that the Capital Increase be carried out by waiving preemptive rights, subject to the proviso, however, that a priority allocation mechanism will be applied for the allocation of the New Shares to existing shareholders participating in the Greek Public Offering.
Specifically, eligible existing shareholders of the Company (based on the electronic records of Euronext Securities Athens) who are registered as of the record date (record date) to be determined by the Company’s Board of Directors and who participate in the Greek Public Offering, will be entitled to priority allocation of the New Shares to be distributed in the Greek Public Offering, in proportion to their existing shareholding, so that such shareholders maintain the same percentage of ownership in the Company’s share capital following the Share Capital Increase.
The allocation of the New Shares in the International Offering will be made at the Company’s discretion, which may apply allocation priority criteria based, among other factors, on investor behavior, their trading activity, and their commitment to the Company.
Rationale for ADMIE’s Share Capital Increase
ADMIE’s transmission network constitutes critical national infrastructure, comprising overhead transmission lines, underground cables, and submarine cables operating at voltage levels of 400 kilovolts (kV) and 150 kilovolts (kV).
The grid forms the backbone of the Greek electricity system, connecting power generation facilities—including the ever-growing share of renewable energy sources—storage facilities, the distribution network, and high-voltage consumers, while also facilitating cross-border electricity trade through international interconnections with neighboring countries.
The development of the Greek Electricity Transmission System (the “System”) involves the planning and implementation of significant investments aimed at ensuring an adequate, safe, efficient, and reliable supply of electricity in Greece, as well as the System’s long-term ability to meet electricity transmission needs under economically 2 sustainable conditions, for the benefit of society and the environment. The primary tool for designing and planning these investments is the Ten-Year Network Development Plan (the “TYNDP”).
The ADMIE Share Capital Increase will enable ADMIE to support the implementation of the 2026-2029 Strategic Plan, which currentlyprojects capital expenditures of approximately €6.0 billion for the expansion and upgrade of the System and is expected to double ADMIE’s Regulated Asset Base (RAB) by 2029, from €3.3 billion in 2025.
The core development plan includes major domestic and cross-border interconnection projects, as set out in the National Development and Investment Plan (NDIP) and approved by the regulatory authorities, such as: (i) the Dodecanese Interconnection, (ii) the North Aegean Interconnection, and (iii) the Second Greece–Italy Interconnection.
ADMIE’s key financial targets under the 2026–2029 Strategic Plan are to achieve:
• EBITDA of €350–380 million for fiscal year 2026, compared to €305 million for fiscal year 2025, with a compound annual growth rate (CAGR) of 18–25% over the medium term; and
• net profit after taxes of €165–185 million for fiscal year 2026, compared to €130 million for fiscal year 2025, with a compound annual growth rate (CAGR) of 25–30% over the medium term.
Throughout the duration of the 2026-2029 Strategic Plan, ADMIE expects to maintain a dividend payout ratio of 50% to its shareholders, including ADMIE Holdings.
ADMIE Holdings’ dividend payout is expected to remain at approximately 100% of distributable earnings.
Major Shareholder Participation and Underwriting
DES ADMIE S.A. (DES ADMIE), an entity controlled by the Hellenic Republic, has notified the Company that it has the necessary approvals and available sources of financing to participate in the full market offering of the New Shares following the cancellation of preemptive rights (fully marketed offering), such that, immediately following the completion of the Share Capital Increase, DES ADMIE retains at least 51.12% of the total number of the Company’s existing shares.
In the event of unsold New Shares, DES ADMIE has notified the Company of its intention to underwrite an additional number of the Company’s shares offered in the Combined Offering, in order to ensure that the proceeds of the Combined Offering are sufficient to cover ADMIE Holdings’ participation in the ADMIE Share Capital Increase and the fees and expenses of the Combined Offering.
ADMIE Share Capital Increase
The Company and the other shareholders of ADMIE, namely DES ADMIE (an entity controlled by the Hellenic Republic), and State Grid Europe Limited (“SGEL”), have fully exercised their preemptive rights, committing to participate in the ADMIE Share Capital Increase in proportion to their existing stake in ADMIE’s share capital, so that, following the completion of ADMIE’s Share Capital Increase and the full offering of the New Shares on the market after the cancellation of preemptive rights (fully marketed offering), ADMIE’s shareholder structure will remain unchanged, with the Company holding a 51% stake, DES ADMIE a 25% stake, and SGEL a 24% stake.
Convening of an Extraordinary General Meeting and indicative timeline
The Company’s Board of Directors decided today to convene an Extraordinary General Meeting to decide on the cancellation of the preemptive rights of existing shareholders in accordance with Article 27, paragraph 1 of Law 4548/2018, as well as on the granting of authorization to the Board of Directors by the Extraordinary General Meeting, in accordance with Article 24, paragraph 1, item (b) of Law 4548/2018 and the Company’s Articles of Association, so that it may decide on the Share Capital Increase, the method of allocation of the New Shares, and their listing for trading on Euronext Athens.
The Company’s Extraordinary General Meeting has been convened to take place on June 11, 2026. Subject to the approval of the Share Capital Increase by the shareholders and the issuance of the relevant subsequent resolution by the Board of Directors, the Share Capital Increase is expected to commence and be completed within June.
Goldman Sachs Bank Europe SE and Morgan Stanley Europe SE are acting as Global Coordinators, Lead Managers, and Joint Bookrunners exclusively in connection with the International Offering.
Eurobank A.E. is acting as the Company’s Issuance Advisor in connection with the Greek Public Offering.