Lamda Development is proceeding with the issuance of a public bond offering totaling up to €350,000,000 with a seven-year maturity.
Details of the offering to the investing public
Pursuant to the decision of the Board of Directors of “LAMDA DEVELOPMENT S.A. HOLDING AND REAL ESTATE DEVELOPMENT COMPANY” (hereinafter the “Issuer” or “Company”), the Issuer, among other things, resolved:
(a) to issue a common bond loan (hereinafter the “Bond Loan” or “KOD”) by the Company, pursuant to the provisions of Articles 59–74 of Law 4548/2018, as currently in force, and those provisions of Law 3156/2003 that remain in force (the “Issue”), for a total amount of up to €350,000,000, with a term of seven (7) years, divided into up to 350,000 dematerialized, common, registered bonds with a par value of €1,000 each (hereinafter the “Bonds”), with a minimum amount of €330,000,000, as well as the approval of the specific terms of the Bond Loan, which constitute the KOD Program (hereinafter the “KOD Program”),
(b) that the Bonds will not be secured by real or personal collateral, except for a pledge on the Company’s bank account, into which the Company will ensure that the amounts specified in detail in the terms of the KOD Program are deposited.
(c) that the Bonds will be offered for subscription through a Public Offering to the entire investing public within the Greek Territory, namely to professional and retail investors, within a period of three (3) business days during which the Bond Loan will be subscribed (hereinafter the “Public Offering”), using the Electronic Order Book service of EURONEXT ATHENS (hereinafter the “EBS”), will be registered in the Dematerialized Securities System (hereinafter the “DSS”) and will be admitted to trading in the Fixed Income Securities Category of the Regulated Market of EURONEXT ATHENS (hereinafter “EURONEXT ATHENS”),
(d) that the offering price per Bond will be equal to its par value, i.e., €1,000 per Bond,
(e) that the final yield of the Bonds and the (fixed) interest rate will be determined by the Lead Managers, through the Book-Building process, in accordance with the specific provisions set forth in the Prospectus, and will be announced by the Issuer in the EURONEXT ATHENS Daily Price Bulletin on the next Business Day following the expiration of the Public Offering period,
(f) that the allocation of the Bonds to interested investors will be carried out in accordance with the criteria and allocation percentages for each category of investors, which will be set forth in detail in the Prospectus, and
(g) that “ALPHA BANK S.A.” be appointed as the representative of the Bondholders of the Bond Loan.
If the Minimum Subscription Amount is not covered by at least €330,000,000, the issuance of the Bond Loan will be canceled, and the amount corresponding to the subscription value committed for each Individual Investor will be released no later than within two (2) business days without interest.
DETERMINATION OF THE FINAL YIELD AND INTEREST RATE OF THE BONDS THROUGH A PUBLIC OFFER VIA A BOOKBUILDING PROCESS
The yield and interest rate of the Bonds (hereinafter the “Interest Rate”) will be determined through the book-building process (“Book Building”), which will be managed by the Lead Managers and conducted via the H.B.I.P. process. Only Qualified Investors may participate in the H.B.I.P. process.
The offering price of the Bonds has been set at par, i.e., one thousand euros (€1,000) per Bond.
The Interest Rate and the final yield will be determined by the Lead Managers, within the yield range, through the H.B.I.P. process, in accordance with the specific provisions set forth in the European Union prospectus, which was approved by the Board of Directors of the Hellenic Capital Market Commission at its meeting on May 26, 2026 (hereinafter the “Prospectus”), will be approved by a person authorized by the Issuer’s Board of Directors and will be announced on the Company’s website and on the EURONEXT ATHENS website no later than the next business day following the Public Offering period.
Furthermore, the final yield will be determined by the Lead Managers within the yield range for participants in the H.I.P. process.
The yield range will be set by the Lead Managers and published in the Official Gazette of EURONEXT ATHENS and on the Issuer’s website no later than the day before the start of the Public Offering period, so as to be made known to the investing public.
It should be noted that the yield range will be determined through a pre-marketing process, i.e., by taking into account both capital market conditions in Greece and internationally, as well as the financial position and prospects of the Company’s group.
During the pre-marketing period, the Lead Managers receive indicative offers from Qualified Investors in order to determine, based on professional criteria, the yield range that best reflects market demand conditions.
The upper limit of the yield range may exceed the lower limit by up to one hundred fifty (150) basis points.
The final yield and the Interest Rate will be notified to the Hellenic Capital Market Commission and published on the websites of the Issuer and EURONEXT ATHENS no later than the next business day following the completion of the Public Offering.
The criteria and conditions based on which the final yield and the Interest Rate will be determined include bond market conditions, the level of demand per yield from Qualified Investors, the number and type of Qualified Investors, the level of demand from Retail Investors (to the extent that the final allocation to them exceeds the minimum allocation percentage of 30%), and the cost of servicing the bond issue that the Issuer intends to assume.
For example, if demand from Qualified Investors covers the Issue up to the upper limit of the yield range, but at the same time a significant portion of the Issue is covered at a lower yield level, the lower yield may be selected, even if this results in a lower amount of funds raised and subject to the condition for the issuance of the Bonds being met.
Concurrently with the determination of the final yield, the final allocation of the Bonds will also be decided.
In any case, the Interest Rate will be determined within the announced binding yield range.
The Interest Rate and the offering price will be the same for all investors, Qualified Investors and Retail Investors, who will participate in the offering of Bonds through a Public Offering.
Pursuant to Circular 23/22.06.2004 of the Hellenic Capital Market Commission, within two (2) business days of the expiration of the Public Offering, the Lead Managers will issue a detailed announcement regarding the outcome of the Public Offering, including the Coupon Rate, which will be published in the Daily Price Bulletin of EURONEXT ATHENS.
Detailed information regarding the determination of the final yield and the interest rate is provided in Section 7.3 “Determination of the Final Yield and Interest Rate of the Bonds through a Public Offering via a Book-Building Process” of the Prospectus.
PROCEDURE FOR THE OFFERING OF BONDS THROUGH A PUBLIC OFFERING
The placement of the Bonds offered for subscription, i.e., Bonds with a total nominal value of up to €350,000,000, will be conducted through a Public Offering to the investing public in Greece via the H.B.I.P. service. The Public Offering and the maintenance of the H.B.I.P. will be conducted in accordance with Law 4514/2018, Law 4706/2020, Regulation (EU) 2017/1129 and the delegated regulations, Decision 34 of EURONEXT ATHENS, and the decision of the Company’s Board of Directors dated May 22, 2026.
The trading unit on EURONEXT ATHENS will be one (1) Bond.
Each investor may register and submit a Subscription Application to purchase Bonds through the H.B.I.P. process for at least one (1) offered Bond or for a whole number of Bonds.
The maximum subscription limit for each investor is the total amount of the Public Offering, i.e., up to three hundred fifty thousand (350,000) Bonds. The minimum participation limit is one (1) Bond, with a par value of €1,000.
The Public Offering and subscription period for interested investors will last three (3) business days. The Lead Managers have been appointed as coordinators of the H.B.I.P. process, as specified in the H.B.I.P. Decision.
Specifically, the Public Offering will commence on Wednesday, June 3, 2026, at 10:00 a.m. Greek time and will conclude on Friday, June 5, 2026, at 4:00 p.m. Greek time.
The Book Building will remain open during the Public Offering from 10:00 a.m. to 5:00 p.m. (Greek time), except on Friday, June 5, 2026, when it will close at 4:00 p.m.
To participate in the Public Offering of the Bonds, interested investors must submit, during the Public Offering, a Subscription Application for the Bonds, in accordance with the terms and conditions of the Prospectus and the KOD Program.
Amendment or cancellation of a Subscription Application for the purchase offer is possible during the Public Offering period, following a procedure analogous to the initial submission. If the Application Form is not duly completed in accordance with the terms of participation and subscription to the Public Offering as set forth in the Prospectus, the KOD Program, and the H.B.I.P. Decision, the Application Form will not be accepted.
The Bonds will not be registered, in accordance with applicable securities laws, in any country other than Greece. Detailed information regarding the offering process for the Bonds is provided in Section 7.1.2 “Offering and Subscription Process” of the Prospectus.
PROCEDURE FOR THE PARTICIPATION OF RETAIL INVESTORS IN THE PUBLIC OFFERING
Applications from Individual Investors shall be submitted through the Lead Underwriter Coordinators and the Lead Underwriters, as well as to the Members of the Athens Stock Exchange and the Participants of their securities accounts who collaborate with the H.B.I.P. Members for the submission of Subscription Applications through the H.B.I.P. Service from the first through the last day of the Public Offering.
Interested Retail Investors who will visit the branches of the Lead Underwriters and the Underwriters directly to participate in the Public Offering must present their police ID card or passport, their tax identification number, and a printout of their Central Securities Depository (CSD) details.
In the event of a Subscription Application submitted for a Retail Investor through a Client Securities Account, including a Joint Investment Share, such application will be accepted only if the Individual Investor in question is the holder or joint holder of the Securities Accounts under which they are subscribing.
Interested Retail Investors will be subscribed at the lower end of the range to be announced on the day before the first day of the Public Offering.
The participation amount for Retail Investors is defined as the product of the number of Bonds requested multiplied by the par value of €1,000 per Bond. Detailed information regarding the participation of Retail Investors is provided in Section 7.1.2 “Allocation and Subscription Procedure” of the Prospectus.
PROCEDURE FOR QUALIFIED INVESTORS TO PARTICIPATE IN THE ELECTRONIC BOOKBUILDING
Interested Qualified Investors should contact the Lead Managers and the Underwriters by submitting the relevant Subscription Application. The process for submitting offers by Qualified Investors will run from the first through the last day of the Public Offering.
The yield to be included in the Subscription Application, within the range to be announced, will be in increments of five (5) basis points, i.e., 0.05%. Bids submitted by Qualified Investors will be aggregated during the process in the H.B.I.P., which will be managed by the Lead Managers, for the purpose of determining the requested quantity at alternative yields, as well as the total number of Bonds requested.
The Book Building process will close on the last day of the Public Offering period (4:00 p.m. Greek time), at which point all bids as they stand at that time are considered final. Detailed information regarding the participation of Qualified Investors is provided in Section 7.1.2 “Allocation and Subscription Procedure” of the Prospectus.
ALLOCATION PROCEDURE
After determining the final yield and the Interest Rate, the Lead Managers will determine the size of the Issue, and subsequently, the allocation of the Bonds to investors will take place as follows:
• at least 30% of the Bonds in the Public Offering (i.e., at least 105,000 Bonds in the event of full subscription of the Public Offering, i.e., an issuance of 350,000 Bonds) will be allocated to satisfy subscriptions by Retail Investors, and
• up to 70% of the Public Offering Bonds (i.e., up to 245,000 Bonds in the event of full subscription of the Public Offering, i.e., issuance of 350,000 Bonds) will be allocated among Qualified Investors and Retail Investors.
Provided that the subscriptions of Retail Investors for 30% of the Public Offering Bonds have been satisfied, the following will be taken into account for the final determination of the allocation percentage per investor category:
a) demand from Qualified Investors, b) demand from the remaining 30% of Retail Investors, c) the number of Subscription Applications from Retail Investors, and d) the need to create conditions for the smooth trading of the Bonds on the secondary market.
Detailed information regarding the allocation process is provided in Section 7.2, “Distribution Plan and Allocation,” of the Prospectus.
TRADING OF THE BONDS PRIOR TO ALLOCATION
The Bonds will not be tradable on Euronext Athens prior to the completion and notification of the allocation to the respective investors.