The book of bids for ADMIE’s share capital increase was immediately filled, according to sources from the underwriting syndicate.
It is recalled that the process “opened” at 10 a.m. As has been reported, Capital Group has committed to subscribing for shares with a total value of €70 million.
As Euro2day.gr reported earlier, regarding the offering price—given that the stock closed yesterday at €4.17 and factoring in a small discount—the market estimates that the book will open in a range of €3.80 to €3.90.
The Announcement
ADMIE Holdings is launching a combined offering of new common shares with voting rights and a par value of €2.12 each (the “New Shares”) at an offering price not exceeding €4.17 per New Share, with the aim of raising funds of up to €530 million, as part of its share capital increase (collectively, the “Share Capital Increase”).
The New Shares will be offered through a combined offering:
(a) in Greece, to retail investors and qualified investors (the “Greek Public Offering”) within the meaning of Article 2(d) of Regulation (EU) 2017/1129 of the Regulation of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, as in force (the “Prospectus Regulation”), pursuant to a prospectus drawn up in accordance with Article 1(4), subparagraph (bd) and Article 1, paragraph 5, subparagraph (ba) of the Prospectus Regulation, the applicable provisions of Law 4706/2020, and the relevant regulatory decisions of the Board of Directors of the Hellenic Capital Market Commission, and
(b) outside Greece to qualified, institutional, and other eligible investors, through a private placement using the international offering book-building process, based on one or more exemptions from the obligation to publish or use a prospectus on a cross-border basis, as provided for in the Prospectus Regulation and/or other provisions of national law in the relevant jurisdictions, including within the United States of America pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and outside the United States of America in compliance with Regulation S under the Securities Act (the “International Offering,” collectively referred to together with the Greek Public Offering as the “Combined Offering”).
The maximum offering price for the New Shares under the Combined Offering is €4.17 per New Share (the “Maximum Offering Price”). The final offering price (the “Offering Price”) for each New Share is expected to be determined after the close of the Book-Building Period (as defined below).
THE PUBLIC HOLDING COMPANY ADMIE S.A. (the “ADMIE S.A.”), a legal entity controlled by the Greek State, has committed to subscribing for the New Shares at the final offering price of the New Shares (the “Offering Price”), pro rata to its existing stake in the Company’s share capital, and the Company intends to allocate to DES ADMIE S.A. the International Offering Shares (as defined below) at the Offering Price (the “New DES ADMIE Shares”), so that, immediately upon completion of the Combined Offering and the Share Capital Increase, DES ADMIE S.A. continues to hold at least 51.12% of the Company’s total paid-in share capital.
DES ADMIE S.A. has also informed the Company that it has obtained all necessary approvals, has available sources of financing, and has committed to subscribing for any New Shares that remain unsubscribed to ensure that the net proceeds of the Combined Offering do not fallthe amount of €510,000,000 and that the expenses thereof will be fully covered.
ADMIE Holdings has also entered into an agreement with Capital World Investors, an investment arm of Capital Group (the “Cornerstone Investor”), pursuant to which the Cornerstone Investor has agreed to subscribe, in the context of the International Offering and subject to certain terms and conditions, for a number of International Offering Shares (the “Cornerstone Shares”) for a total consideration of €70.0 million (without exceeding the total consideration of €70.0 million).
The allocation of the New Shares (excluding the DES ADMIE New Shares) has initially been divided between the Greek Public Offering and the International Offering as follows: (i) 85% of the New Shares (excluding the DES ADMIE New Shares) will be allocated to the International Offering (together with the DES ADMIE New Shares, the “International Offering Shares”); and (ii) 15% of the New Shares (excluding the DES ADMIE New Shares) will be allocated to investors participating in the Greek Public Offering (the “Greek Public Offering Shares”).
In connection with the International Offering, Goldman Sachs Bank Europe SE and Morgan Stanley Europe SE will act as Joint Global Coordinators and Joint Bookrunners (the “Joint Global Coordinators”), Eurobank S.A., Alpha Bank S.A., AXIA Ventures Group Ltd., National Bank of Greece S.A., and Piraeus Bank S.A. will act as Joint Bookrunners, and Ambrosia Capital Hellas Single-Member S.A., Euroxx Securities S.A., Optima Bank S.A., and Pantelakis Securities S.A. will act as Joint Managers (collectively, the “Managers”).
In connection with the Greek Public Offering, Eurobank S.A. will act as Issuance Advisor, while Eurobank S.A., Alpha Bank S.A., AXIA Ventures Group Ltd., National Bank of Greece S.A., and Piraeus Bank S.A. will act as Placement Coordinators, and Ambrosia Capital Hellas Single-Member Investment Firm S.A., Euroxx Securities S.A., Optima Bank S.A., and Pantelakis Securities S.A. will act as Underwriters.
The offering period for the International Offering (the “International Book-Building Period”) of the Public Offering will commence at 8:00 a.m. London time on June 16, 2026, and will end at 2:00 p.m. London time on June 18, 2026, and will take place during the same time period as the Greek Public Offering (the “Greek Offering Period” and, together with the International Book-Building Period, the “Book-Building Period”).
The final offering price, the final number of New Shares, and the final allocation of International Offering Shares and Greek Public Offering Shares will be determined, at the Company’s discretion, in consultation with the Joint Global Coordinators, upon completion of the book-building process, based on the demand expressed in each individual tranche of the Combined Offering, subject to the priority allocation mechanism described below.
At any time during the Bookbuilding Period, the Company may determine a price range or price guidance (which shall not be higher than the Upper Offering Price), in which case the Company will duly and timely inform investors via a regulatory announcement that will also be posted on the websites of the Company and Euronext Athens. The Offering Price may be lower than or equal to the Upper Offering Price but not higher.
Eligible holders of the Company’s existing shares at the close of trading on June 15, 2026, who participate in the Greek Public Offering through the Euronext Athens Electronic Order Book, shall be entitled to a preferential allocation of the Greek Public Offering Shares offered in the Greek Public Offering, which shall be proportional to each priority investor’s participation in the Company’s share capital (the “Priority Allocation”).
The allocation of the New Shares in the International Offering will be made, at the Company’s discretion, taking into account, among other things, the behavior of investors, their trading activity, and their loyalty to the Company.
* See the relevant documents in the Supporting Materials section.