BIOTER is proceeding with a €2m share capital increase, to be paid in cash and with pre-emption rights for existing shareholders, as part of efforts to restructure the company and return its shares to trading. According to the prospectus published today, the rights exercise period opens on 9 November and closes on 30 November.
The capital increase will be carried out through the issue of up to 5,186,049 new ordinary registered shares, with a nominal value of €0.30 and an issue price of €0.38565. The extraordinary general meeting on 24 June initially set the issue price at €0.30 and authorised up to 6,666,667 new shares. The annual general meeting on 28 August raised the price and reduced the number of shares accordingly, so that the proceeds would not exceed €2,000,000.10. Partial subscription is permitted, but there is no underwriting guarantee.
The increase follows a €67.86m reduction in share capital, with the nominal value of the shares cut from €4.16 to €0.30 to offset losses. Share capital currently stands at €5.27m, divided into 17,579,754 shares. If fully subscribed, it will rise to €6.83m and 22,765,803 shares.
Timetable
As trading in the shares has been suspended since 2 June 2025, the pre-emption rights will not be admitted to trading on Euronext Athens. They will be exercised and transferred off-exchange, with technical support from Euroxx Securities.
| Date | Capital increase process |
|---|
| 9 November | Start of rights exercise, pre-subscription and off-exchange transfer |
| 25 November | End of rights transfer period |
| 30 November | End of rights exercise and pre-subscription period |
| 2 December | Allocation of unsubscribed shares |
| 9 December | Deadline for payment for all new shares |
| By 23 December | Certification of payment by a statutory auditor |
The date on which the new shares will be admitted to trading has not yet been set.
TRIALFAM's role
Of the €2m, €1.4m has already been paid in as an advance by TRIALFAM S.A., an existing shareholder. TRIALFAM is participating at the suggestion of major shareholder and chief executive Antonia Katsarou, who will transfer the relevant pre-emption rights to it.
Assuming full subscription, TRIALFAM will acquire 3.63m new shares and increase its stake from 4.87% to 19.71%, making it the largest shareholder. Ms Katsarou, who currently holds 13.82% directly and through Proline Consultants, will see her stake fall to 10.67%. The stakes held by the Mavroskoti families will also decline, as they are not participating in the capital increase. The free float after the increase is estimated at 60.68%.
Use of proceeds
After expenses of around €100,000, approximately €600,000 will be used to implement the restructuring agreement and around €1.3m for working capital.
The restructuring agreement was signed on 31 July with Cepal, Alpha Bank, Intrum and doValue, as well as three special-purpose subsidiaries of the group. It has been filed with the Athens Court of First Instance for ratification. However, the company says the write-off or reduction of the loans takes effect under the agreement itself, irrespective of whether it is ratified.
Equity returns to positive territory
Debt write-offs have brought equity back into positive territory. According to an agreed-upon procedures report by Kreston Greece, equity at 30 September is estimated at around €15.6m for the group and €16.1m for the company.
Negative equity was the reason the shares were initially placed in the Surveillance Category and subsequently suspended. The company notes, however, that lifting the suspension is a matter for the competent authorities and is not guaranteed. Failure to meet the requirements could result in the shares being delisted.
Strategy and risks
Management aims to resume activity in construction and develop its real estate business. The risks identified in the prospectus include liquidity, with limited turnover and negative working capital in recent years, and the collection of old receivables. BIOTER has not paid a dividend since 2005.
The board is chaired by Evangelos Stratis. In October, Katerina Dalamitrou replaced Eleni Zenakou, who had resigned.