BIOTER is moving forward with its restructuring plan following the acceptance of a proposal by Cepal, Intrum, and doValue for a comprehensive settlement of its debt obligations.
The board of directors of the listed company is proposing to the extraordinary general meeting of shareholders, to be held on June 24, a reduction of the share capital by approximately €68 million through a reduction in the par value of the shares, as well as a capital increase of up to €2 million with preemptive rights in favor of existing shareholders.
The funds raised will be directed toward the implementation of the new restructuring agreement and the final settlement of the company’s remaining bank obligations.
Specifically, the Board of Directors of the company named “Industrial Technical Works BIOTER S.A.” (hereinafter: the “Company”), in view of the decision it took to convene an Extraordinary General Meeting of the Company, the agenda of which includes the share capital increase, having taken into account all the requirements of the applicable legislation a) prepared the following Report, in accordance with Article 22(1) of Law 4706/2020, paragraph 4.1.1(13) of the Athens Stock Exchange (ASE) Regulations, and Article 13 of Decision 25 (April 15, 2024) of the ATHEX Capital Markets Steering Committee; and b) submits this Report to the General Meeting of Shareholders, which has been convened for June 24, 2026, and whose agenda includes, among other items, the reduction of the Company’s share capital by an amount of approximately 68,000,000 euros, to absorb losses of an equivalent amount, with a concurrent share capital increase of up to €2,000,000, with provision for partial coverage through the exercise of preemptive rights.
A. Introduction
The Company accepted the proposal dated May 28, 2026, from CEPAL, Intrum, and DoValue, the administrators of the creditors’ claims, for a comprehensive settlement of its loan obligations; this will be followed by the signing of a new restructuring agreement, in accordance with the terms of the aforementioned agreement reached, which a) will regulate and restructure the Company’s remaining bank obligations, which are settled definitively and irrevocably, and b) will implement the agreed-upon transfers and settlements of assets.
To ensure the Company’s sustainable financial operation, its Board of Directors, taking into account the above agreement, decided at its meeting on May 29, 2026, to propose to the Extraordinary General Meeting of the Company’s shareholders, which it convened for June 24, 2026, among other things, a reduction of the Company’s share capital to absorb losses in the amount of approximately €68,000,000, by reducing the par value of the Company’s shares from €4.16 to €0.30 – it is understood that due to the reduction in par value, the number of shares currently held by shareholders remains unchanged – with a concurrent capital raise through a share capital increase of up to €2,000,000 by cash payment, with preemptive rights in favor of existing shareholders (hereinafter: the “Increase”), through the issuance of up to 6,666,667 new common registered dematerialized shares with voting rights, each with a par value of €0.30 (hereinafter: the “New Shares”). The New Shares will be offered at their par value, and the final number of New Shares to be issued depends on the amount of the increase that is ultimately subscribed (it is noted that the major shareholders have undertaken to pay €1,400,000 to cover 4,666,667 New Shares). Furthermore, it resolved to propose to the General Meeting that it decide the following:
a) The capital increase shall be carried out through the exercise of preemptive rights in favor of existing shareholders, with holders and exercisers of preemptive rights being granted the right to declare that they wish to acquire additional shares, beyond those to which they are entitled, shares that may remain unsubscribed (pre-subscription right pursuant to the provision of Article 8, para. (e)(b) of Law 3461/2006), which will be allocated by the Board of Directors on a pro rata basis in accordance with the declarations of those exercising the right of first refusal and the pre-emption right.
Specifically, the General Meeting—and the Board of Directors by its authorization, see below under c)—will determine the exact procedure by which, from the date of exercise of the right of first refusal, shareholders, as recorded in the Company’s share register, will declare/notify the Company directly 1) whether they wish to exercise the preemptive right themselves (which will take place over-the-counter, given that the Company’s shares are subject to a trading suspension), stating i) the number of shares for which they will exercise the preemptive right, as well as ii) whether they wish to exercise a pre-subscription right and for what number of New Shares, 2) whether they wish to transfer their preemptive rights (the transfer will be conducted over-the-counter via declarations to the Company), stating the number of preemptive rights they will transfer, the person who will acquire the preemptive right to participate in the share capital increase by acquiring New Shares, as well as the details of the participant in whose account the acquirer’s shares are registered, 3) in case 2, the procedure by which the holders of the preemptive right will notify the Company whether they will exercise it, stating i) the number of New Shares for which they will exercise the preemptive right, as well as ii) whether they wish to exercise a pre-subscription right and for what number of New Shares. The method and procedure for payment of the offering price for those who have exercised the pre-emption right are described below under c.
b) For the purpose of calculating the New Shares to be acquired upon exercise of the preemptive right, each existing share shall be entitled to 0.37923 New Shares (i.e., 0.37923 of a New Share for each existing share). The resolution of the General Meeting shall provide for the rounding of the New Shares to be allocated to those exercising the preemptive right and shall authorize the Board of Directors to regulate these matters.
c) The General Meeting shall establish the general framework and authorize the Board of Directors to determine in particular: i) the commencement date for the exercise of the preemptive right, in conjunction with the submission of the prospectus to Euronext Athens and its publication, and to determine the method of transferring the preemptive right (which will be conducted over-the-counter, as set forth in (a)) and notifying the issuing Company, regulating any relevant specific matters and procedures, ii) the procedure for registering the holder of the preemptive right, iii) the expiration date of the transferability of the preemptive right, iv) the expiration date of the preemptive right exercise period, v) the method of payment of the offering price for the acquired shares (special bank account number, payment details and the deadline for payment of the issue price of the shares for which the preemptive right was exercised in relation to the date of exercise or the expiration of the preemptive right exercise period) and vi) the procedure for notifying the participant in whose account the shares of the person who exercised the preemptive right to acquire New Shares are held (subscription of New Shares and payment of their offering price).
d) To authorize the Board of Directors by the General Meeting to determine the procedure for exercising the pre-subscription right, in conjunction with the exercise of the preemptive right (which will take place over-the-counter), as well as every detail and all technical and procedural terms regarding the exercise of the pre-emption right and the calculation of the additional New Shares allocated to those who have exercised it, provided there are unsubscribed New Shares, to ensure the certification of payment for the Capital Increase in accordance with the provisions of Article 20(6) of Law 4548/2018, to amend Article 4 of the Company’s Articles of Association in accordance with the final amount of share capital to be covered, and to take all necessary actions and make all required registrations in this regard, and, more generally, to take all necessary actions and arrange the details for the increase and listing of the New Shares on Euronext Athens, with the right to delegate to any of its members or employees of the Company the exercise of these powers.
e) The deadline for exercising the preemptive right shall be twenty (20) calendar days from the date of registration in the General Commercial Registry (GEMI) of the General Meeting’s resolution regarding the Capital Increase,
f) The payment deadline shall not exceed thirty days from the date of registration in the General Commercial Registry (GEMI) of the General Meeting’s decision to carry out the Capital Increase, as shall be specifically determined by the Board of Directors, and
g) Provision shall be made for the possibility of partial subscription of the Capital Increase in accordance with Article 28 of Law 4548/2018, as currently in force.
B. General Guidelines for the Company’s investment plan to be financed by the proceeds of the Capital Increase and its implementation timeline.
The Board of Directors estimates that, in the event of full subscription of the Capital Increase, the total funds raised will amount to 2,000,000 euros.
The Board of Directors, with a view to ensuring the Company’s sustainable financial operation, has decided to propose to the General Meeting that the total funds raised, whether through full or partial subscription to the Capital Increase, as set forth above, be used by the Company to implement the new restructuring agreement to be signed with its creditors/administrators of its creditors’ claims, as described in Section A above, specifically for the servicing and repayment of the Company’s remaining bank obligations, as set forth in the new restructuring agreement, and the implementation of the agreed asset arrangements and transfers, in accordance with the timeline of the restructuring agreement.
C. Report on the use of funds raised from previous share capital increases.
The Company’s previous share capital increase took place in 2007 (through the capitalization of reserves), i.e., more than three years ago. Therefore, pursuant to Article 22(1) of Law 4706/2020, no further analysis is required.
D. Announcements by the Company’s major shareholders
In accordance with the provisions of Article 13.1 of Decision 25 of the Athens Stock Exchange’s Securities Markets Steering Committee, the Report under Article 22 of Law 4706/2020, which is prepared by the Issuer’s Board of Directors and submitted to the General Meeting for a decision on a share capital increase through a cash subscription, in addition to the provisions of applicable law, information is included regarding announcements by the Issuer’s major shareholders concerning their intentions to maintain or not maintain their stake in the Issuer (i) until the completion of the capital increase and the listing of the new shares, and (ii) for a period of six (6) months following the commencement of trading of the new shares.
In this regard, the Board of Directors informs the General Meeting of Shareholders of the intentions of the Company’s major shareholders as follows:
Major shareholder Ms. Antonia Katsarou (13.814%) announced that either she herself or a company she designates will participate in the share capital increase and will subscribe to at least €1,400,000 of said increase. Ms. Katsarou clarifies that if participation in the increase (in whole or in part) is made by a third party or third parties she designates, such party or parties shall be a company or companies owned by which will be owned by her and her sons Andreas, Antonios, and Angelos, who already hold 8.617%, 5.022%, and 4.937% of the Company’s share capital, respectively.
In the event that Ms. Katsarou participates in the capital increase as described above by exercising her preemptive and subscription rights, Ms. Katsarou will maintain and increase her percentage of ownership in the Company’s share capital, and will retain this for at least six months after the new shares begin trading.
In the event that participation in the capital increase as described above is undertaken by a company or companies designated by Ms. Katsarou, in which she and her three children are shareholders, or (if there are multiple companies owned by her and her three children), Ms. Katsarou and her children will assign their preemptive rights to these companies by means of a declaration to exercise pre-emption rights, and they will all maintain or increase their percentage of ownership in the Company’s share capital, and will maintain this for at least six months after the new shares begin trading.