GEK TERNA S.A. (the “Company”) announces that it has appointed “Banco Santander, S.A.”, “Mediobanca Banca di Credito Finanziario S.p.A.” and “Morgan Stanley Europe SE” as Global Coordinators and, jointly with “AXIA Ventures Group Ltd.”, as Co-Managers of the Book-Building Process, to initiate on its behalf an accelerated book-building process for the private placement of new common, dematerialized, registered shares of the Company with voting rights, with a par value of 0.57 euros each (the “New Shares”), with the aim of raising funds in the amount of approximately €500,000,000.
Upon completion and based on the results of the accelerated bookbuilding process, the Company’s Board of Directors is expected to approve an increase in the Company’s share capital through the issuance of the New Shares, with the exclusion (waiver) of preemptive rights (the “Share Capital Increase”), based on the authorization granted to it pursuant to the resolution of the2026 of the Company’s Ordinary General Meeting of Shareholders, in accordance with the provisions of Articles 24(1)(b) and 27(4) of Law 4548/2018.
The New Shares will be offered to qualified, institutional, and other eligible investors participating in the accelerated book-building process, through a private placement, which does not constitute a public offering, and in any case subject to the applicable exemptions from the current requirements for the publication of a prospectus in accordance with Regulation 2017/1129 of the European Parliament and of the Council of June 14, 2017, and any other applicable legislation (the “Private Placement”).
The proceeds from the Private Placement are expected to strengthen the Company’s financial flexibility and its ability to capitalize on investment opportunities beyond its current business plan — thereby strengthening its position as a leading investment-grade infrastructure investor and operator in Greece.
Specifically, the Company will use the net proceeds to support the continued expansion of its infrastructure and concession platform, primarily in Greece, and specifically to finance its identified investment program in the sectors of transportation, water, energy, and other related infrastructure, including concession projects and PPPs beyond its current business plan.
Both the Company and Mr. Georgios Peristeris, the Company’s largest shareholder, have entered into standard lock-up agreements for a period of 180 days from the completion of the Share Capital Increase.
The Company will inform investors regarding the Capital Increase and the results of the Private Placement following the completion of the book-building process, through subsequent announcements.