ONYX, as Euro2day.gr reported earlier this morning is planning a share capital increase to raise €46m to advance its tourism investment in Sani, Halkidiki. The board is asking the shareholders’ general meeting on 30 November to approve the move.
The increase will proceed with the pre-emption rights of the Company’s existing shareholders excluded. However, it is proposed that shares worth €5.84m be allocated to the Company’s existing major shareholders, Leonidas Zisiadis and Fokion Zisiadis, who previously paid this amount to the Company to meet working capital needs, with a view to a future increase in its share capital.
The board’s proposal:
Under its investment plan, the Company is developing the “Agrotourism Village with an Integrated Tourist Resort in Sani, Halkidiki”, one of the largest tourism developments planned in northern Greece. The investment provides for a five-star hotel, tourist residences, shared facilities, infrastructure works, landscaping and all related facilities (together, the “Investment Plan”).
Last May, the Company secured €229,572,568 in funding on favourable terms under the Greece 2.0 programme: €130,438,959 from a loan from the Recovery and Resilience Fund and €99,133,609 from a co-financing loan provided by “CrediaBank”. The funding will support the Investment Plan and marks a significant milestone in its implementation (the “RRF Financing”). In addition to the RRF Financing, the Company will need to fund part of the Investment Plan’s budget with its own capital (the “Own Contribution”).
Among other things, the Company aims to raise up to €46,000,000 through a share capital increase to fund part of the Own Contribution. In addition to the Own Contribution, the Company plans to use part of the proceeds to repay existing bank borrowing and, further, to purchase additional properties for development for purposes related to the Investment Plan, as well as for working capital (part of which has already been paid to the Company by the Major Shareholders – as defined below – with a view to a future increase in its share capital), as set out in detail below.
In view of the above, the board proposes that the Company’s extraordinary general meeting of shareholders, convened for Monday, 30 November 2026, at 11:00 a.m. at the Company’s registered office at 9 Acheloos Street, Thessaloniki, approve an increase in the Company’s share capital, payable in cash, to raise up to forty-six million euros (€46,000,000.00) (the “Increase”). This will be effected through the issue of up to 191,666,666 new ordinary, dematerialised, registered voting shares, each with a nominal value of €0.24 (the “New Shares”), with the option of partial subscription, pursuant to Article 28 of Law 4548/2018.
The final number of New Shares will equal the total amount raised through the Increase divided by the offer price, as determined by the Company’s board in accordance with the provisions below.
The offer price of the New Shares (the “Offer Price”) will be set by the board under an authorisation from the general meeting, in accordance with Article 25(2) of Law 4548/2018.
The Increase will proceed with the pre-emption rights of the Company’s existing shareholders excluded, in accordance with Article 27(1) of Law 4548/2018. The New Shares will be offered at the Offer Price set by the board through a private placement to individual and professional investors, which will not constitute a public offer under paragraphs 4(a) and (b) of Article 1 of Regulation (EU) 1129/2017 (the “Private Placement”), as well as to the Major Shareholders, as set out below. The board will determine the precise method for allocating the New Shares through the Private Placement.
It is proposed that New Shares with a total value of five million eight hundred and forty-five thousand two hundred and seventy euros (€5,845,270), based on the Offer Price to be set by the board, be allocated to the Company’s existing major shareholders, Leonidas Zisiadis and Fokion Zisiadis (and/or legal entities controlled by them) (the “Major Shareholders”). They previously paid this amount to the Company to meet working capital needs, with a view to a future increase in its share capital.
The Company’s investment plan to be funded by the proceeds of the increase, its implementation timetable and a breakdown of how the funds will be used
The Increase will raise up to €46,000,000.00 (of which €5,845,270 has already been paid by the Major Shareholders), which the Company intends to use as follows:
- a) €31,305,350.00 will be used to fund part of the Own Contribution (the balance will be covered by the Company’s real estate assets, in accordance with the terms of the RRF Financing) for implementation of the Investment Plan;
- b) €1,500,000.00 will be used to repay the Company’s existing bank borrowing;
- c) €3,300,000.00 will be used to finance the purchase of properties in the wider area of the development project;
- d) €1,000,000.00 will be used to cover expenses incurred in connection with the Increase;
- e) The remaining amount will be used by the Company as working capital.
If less funding is required for any of the uses set out in (b), (c) and/or (d) above, any unspent amount will be used by the Company as working capital, increasing the amount allocated to use (e).
If the Increase is only partially subscribed, the proceeds raised will be used for the purposes listed above in the order given, up to the amounts specified for each (subject to any increase in the amount allocated to use (e), as noted above).
The funds raised are expected to be deployed within 18 months of completion of the proposed Increase (noting that €5,845,270 was previously paid by the Major Shareholders and has been used by the Company as working capital), subject to any need to extend implementation of the Investment Plan and/or any delays to the RRF Financing.
The use of the proceeds from the Increase will be further specified when the board decides on the detailed terms of the Increase, including the Offer Price.
Offer Price of the New Shares and exclusion of the pre-emption rights of the Company’s existing shareholders
Through the issue of New Shares to be subscribed for in cash, the Company aims to raise up to €46,000,000 to fund the actions described above, in particular the Investment Plan.
The general meeting is being asked to authorise the board, in accordance with Article 25(2) of Law 4548/2018, to set the Offer Price. In any event, the Offer Price will be determined following a pre-marketing exercise to be conducted by specialist advisers. This process is intended to provide a more effective assessment of investor demand for the Company’s shares and, consequently, the Offer Price of the New Shares, with the Company’s interests as the sole consideration and taking into account the share’s trading price at the time of the Private Placement, in line with standard practice in comparable transactions.
Furthermore, to maximise the funds raised and ensure the successful completion of the Increase, it is in the Company’s interests for the New Shares to be allocated in a way that mitigates the risks involved in raising capital. To that end, the process should minimise the time required to complete the fundraising and give the Company the flexibility it needs to attract new investors willing to support its Investment Plan and subscribe for New Shares.
In this context, the board considers that the pre-emption rights of the Company’s existing shareholders should be excluded (disapplied), so that the New Shares can be allocated and admitted to trading within a shorter timeframe.
This reduces exposure to market risk (volatility) that could arise from unforeseen events, given that a process involving the exercise of pre-emption rights takes around three weeks in total. It also supports the timetable for the RRF Financing, which is subject to the strict deadlines of the “Greece 2.0” programme, and for implementation of the Investment Plan more generally. This approach would allow the Private Placement to be completed and the Company to raise the funds it needs in as little as a few days.
For all the reasons set out above, we unanimously recommend excluding pre-emption rights in this Increase. We consider this to be in the Company’s interests for the reasons outlined above and an essential, appropriate, reasonable and suitable measure to ensure the Increase is completed quickly and successfully.
For all the reasons set out above, the Increase, the Private Placement and the exclusion of pre-emption rights have the unanimous support of the Company’s management, and we urge you to vote in favour.
The Board of Directors
Thessaloniki, 6 November 2026