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Share Issue/Capital Change Jul 17, 2025

2655_rns_2025-07-17_fb07529f-d136-40a8-b342-8aee50e7fc34.pdf

Share Issue/Capital Change

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PREMIA REAL ESTATE INVESTMENT COMPANY SOCIETE ANONYME

ANNOUNCEMENT – INVITATION TO THE INVESTING PUBLIC

REGARDING THE PUBLIC OFFERING IN GREECE OF UP TO 30,769,230 NEW, COMMON, DEMATERIALIZED, SHARES, WITH VOTING RIGHTS, WITH A NOMINAL VALUE OF €0.50 EACH OF "PREMIA REAL ESTATE INVESTMENT COMPANY SOCIETE ANONYME" (THE "COMPANY"), WHICH WILL BE ISSUED IN THE CONTEXT OF THE SHARE CAPITAL INCREASE WITH CASH PAYMENT AND ABOLITION OF THE PRE-EMPTIVE RIGHTS OF EXISTING SHAREHOLDERS, WITH THE POSSIBILITY OF PARTIAL SUBSCRIPTION BY VIRTUE OF THE DECISION OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS DATED 08.05.2025 AND THE DECISION OF THE BOARD OF DIRECTORS DATED 16.07.2025, AND THE LISTING OF THE NEW SHARES ON THE MAIN MARKET OF THE REGULATED MARKET OF THE ATHENS STOCK EXCHANGE.

PUBLIC OFFERING FROM MONDAY, JULY 21, 2025, TO WEDNESDAY, JULY 23, 2025 TRADING UNIT: ONE (1) SHARE

COORDINATOR

PLACEMENT SERVICE PROVIDERS

The Ordinary General Meeting of the Company's shareholders on 08.05.2025 decided: (a) the share capital increase of the Company with cash payment, in order to raise funds up to €40,000,000 (the "Share Capital Increase" or "SCI") through the issuance of up to 80,000,000 new common, dematerialized, shares, with voting rights, with a nominal value of €0.50 each (the "New Shares"), with the possibility of partial subscription, in accordance with Article 28 of Law 4548/2018, and set that the final number of New Shares will be equal the total amount to be raised through the SCI divided by the issue price (the "Issue Price"), as shall be determined by the Board of Directors of the Company, (b) the abolition of the pre-emptive rights of the existing shareholders of the Company, in accordance with Article 27 paragraph 1 of Law 4548/2018, and the allocation of the New Shares at the Issue Price to be decided by the Board of Directors, through a public offering to retail and qualified investors, in accordance with the provisions of Regulation (EU) 2017/1129, the applicable provisions of Law 4706/2020, and the executive decisions of the Capital Markets Commission (the "Public Offering"), with a preferential allocation right of New Shares to existing shareholders of the Company, proportionally to their participation in the Company's existing share capital (the "Preferential Allocation Right"), so that they can maintain their percentage participation unchanged in relation to their percentage in the share capital of the Company before the Share Capital Increase. Any unsubscribed New Shares, after the exercise of the Preferential Allocation Right, will be allocated at the discretion of the Board of Directors (including through the Public Offering and/or private placement), and (c) the grant of authorization to the Board of Directors to: (i) set the Issue Price of the New Shares, according to Article 25 paragraph 2 of Law 4548/2018, (ii) determine the procedure for the allocation of the New Shares, with the Preferential Allocation Right, including, indicatively, the exact deadline for the subscription of the Share Capital Increase and the time schedule, (iii) generally take all necessary actions to implement the above decision of the General Meeting, further define the terms of the SCI and the Public Offering, ensuring that any measure is taken for their completion and the issuance and listing of the New Shares for trading on

the Athens Stock Exchange.

Subsequently, the Board of Directors of the Company, at its meeting of 16.07.2025, by virtue of the authorization granted to it by the decision of the Ordinary General Meeting dated 08.05.2025, decided, inter alia:

  • The setting of the Issue Price at €1.30 per New Share, and consequently, the final number of New Shares to be offered under the Share Capital Increase to be 30,769,230 New Shares (as derived from the division of the amount to be raised, €40,000,000, by the Issue Price, rounded down to the nearest integer number).
  • The disposal of the New Shares through the Public Offering and through a private placement, under one or more exceptions of Article 1 paragraph 4 of Regulation (EU) 2017/1129 (the "Private Placement" and together with the Public Offering, the "Combined Offering"), without affecting the Preferential Allocation Right of existing shareholders.
  • The setting of a deadline for the payment of the Share Capital Increase that will not exceed four (4) months from the date of the Board of Directors' decision dated 16.07.2025, in accordance with Article 20 paragraph 2 and Article 25 paragraph 2 of Law 4548/2018, and will coincide with the period of the Combined Offering and any subsequent private placement of unsubscribed New Shares.
  • Shareholders of the Company, registered in the Dematerialised Securities System (DSS) on 17.07.2025 (the "Record Date"), to be the beneficiaries of the Preferential Allocation Right
  • The conduct of the Combined Offering from 21.07.2025 to 23.07.2025.
  • The use of the funds raised from the Share Capital Increase, as described in detail in the Company's announcement dated 16.07.2025, available at https://premia.properties/wpcontent/uploads/2025/07/Premia\_Announcement\_on\_the\_Increase\_of\_the\_Share\_Capital\_Increase\_16072025.p df.
  • The allocation of the New Shares with priority to existing shareholders who exercised their Preferential Allocation Right, through the Public Offering, at a ratio of 0.3214060400610848 New Shares for each existing share of the Company. In case of fractional New Shares during the exercise of the Preferential Allocation Right, the number will be rounded down to the nearest integer number.
  • In the event that, following satisfaction of the Preferential Allocation Rights of existing shareholders, unsubscribed New Shares remain (the "Unsubscribed New Shares"), these may be allocated through the Private Placement and/or the Public Offering. The allocation of the Unsubscribed New Shares between the Private Placement and the Public Offering will be determined after completion of the Combined Offering, at the discretion of the Board of Directors.

Procedure for the disposal of the New Shares through the Public Offering

The Public Offering and the operation of the Electronic Book Building (EBB) will be carried out in accordance with Law 4514/2018, Regulation (EU) 2017/1129 of the European Parliament and the Council, dated 14 June 2017, as applicable, Decision 34 of the Steering Committee of the Athens Stock Exchange, as applicable (the "EBB Decision"), and the decisions of the Ordinary General Meeting of the Company, dated 08.05.2025 and the Board of Directors of the Company, dated 16.07.2025.

Optima Bank S.A. has been appointed as the Coordinator for the EBB process, in accordance with the EBB Decision.

The Public Offering and subscription by interested investors will last for three (3) working days, from 21.07.2025, at

10:00 a.m. (Greek time) until 23.07.2025, at 4:00 p.m. (Greek time). The EBB will remain open during the Public Offering from 10:00 a.m. to 5:00 p.m., except for 23.07.2025, when it will close at 4:00 p.m. To participate in the Public Offering, the interested investor must maintain an investor account at DSS and a securities account at DSS or act through an Intermediary or Registered Intermediary according to the ATHEXCSD Operating Regulation and submit a subscription application for the New Shares during the Public Offering.

Each investor may submit a subscription application for at least one (1) New Share (minimum participation limit) or for a multiple integer number of New Shares, with a maximum limit of the total number of New Shares offered with cash payment, i.e., 30,769,230 New Shares. The subscription application is legally binding and cannot be modified or revoked after the end of the Public Offering, at which point the subscription requests become final and irrevocable. Amendment or cancellation of a subscription application for New Shares is possible during the Public Offering, following a procedure similar to the initial submission. The amount due for the registration of investors for the New Shares equals the number of New Shares requested multiplied by the Issue Price. If the subscription application is not promptly completed, according to the participation terms in the Public Offering and the EBB Decision, the subscription application will not be accepted and will be considered as not submitted, and the interested investor will be excluded from the allocation of New Shares. If the account number and investor account number indicated in the registration request is incorrect, the interested investor will be excluded from the allocation of New Shares.

If, after the end of the Public Offering, it is found that more than one subscription applications has been made based on DSS data, either via Client Securities Account or Client Securities Accounts for Qualified Investors or Retail Investors, respectively, then the totality of such requests will be treated as a single application and will be consolidated either into a single unified application per Client Securities Account or into a single application per Qualified or Retail Investor Account, respectively.

Each subscription application: (a) if submitted through the Client Securities Account, must compulsorily state the account number of the Registered Intermediary in the DSS where the New Shares will be credited, (b) if submitted through the Own Securities Account or Client Securities Account, respectively, must name the investor submitting the request and compulsorily specify the number of the relevant Own or Client Account, including the KEM in the DSS, (c) must include a request to participate in the Public Offering, as well as an application - declaration for undertaking the obligation to subscribe to a specified integer number of New Shares, with the minimum allowed amount being one (1) New Share and the maximum allowed amount being 30,769,230 New Shares, (d) is legally binding, and (e) cannot be withdrawn or modified after the end of the Public Offering.

In order for existing shareholders as of the Record Date to receive preferential allocation of New Shares based on the Preferential Allocation Right, they must submit a subscription application which will, among other things, include the securities account number in the DSS through which they hold in their name shares of the Company as at the Record Date, and the investor's details included in the electronic records of ATHEXCSD as of the Record Date must match the details specified in the subscription application. If an existing shareholder holds shares in more than one securities account, separate subscription applications must be submitted for each such account in order to exercise the Preferential Allocation Right for the shares held in each of these securities accounts. It is noted that in the case of a subscription application through omnibus securities accounts, each Participant with whom the relevant omnibus securities account is held fully accepts the responsibility to ensure the proper allocation of the New Shares to their clients according to the terms of the Public Offering, as such allocation will result from the EBB process.

Procedure for the Participation of Qualified Investors in the Public Offering

Interested Qualified Investors wishing to participate in the Public Offering must contact the Placement Coordinator and Placement Service Provider, i.e. Optima Bank S.A., and the Placement Service Provider, i.e. Pantelakis Securities S.A., to submit their subscription application without the corresponding amount being reserved. Applications shall be

accepted only if the investors are beneficiaries or co-beneficiaries of the accounts under which the subscription is effected. The amount corresponding to the value of the New Shares ultimately allocated to each Qualified Investor who has duly and timely submitted a subscription application must be paid into the account of ATHEXCSD by 13:00 Greek time on the second business day following the conclusion of the Public Offering, in accordance with the provisions of the EBB Decision. The Placement Coordinator, in cooperation with the Company, may, at their sole discretion, extend the aforementioned deadline until 14:00 Greek time on the same day.

Procedure for the Participation of Retail Investors in the Public Offering

Subscription applications from Retail Investors shall be submitted through the Placement Coordinator and Placement Services Provider, namely Optima bank S.A., and the Placement Services Provider Pantelakis Securities S.A., the EBB Members, as well as the Participants managing the securities accounts of investors who cooperate with the EBB Members for the purpose of submitting subscription applications via the EBB Service.

In order to participate in the Public Offering, interested Retail Investors must present a valid identity card or passport, their Tax Identification Number (TIN), and a printout of the details of their securities account and share held in ATHEXSD (DSS). Each Retail Investor may subscribe to the Public Offering either through their individual share or through one of the Joint Investment Share in which they participate as co-beneficiaries. A verification procedure will be carried out by the EBB on all subscription applications submitted by all EBB Members, in order to ensure that each Client Securities Account holder and co-beneficiary of a Joint Investment Share receives securities in only one DSS Securities Account (either the Client Securities Account or the Joint Investment Share). If multiple subscription applications are submitted for the same investor, with recipient either a Client Securities Account and a Joint Investment Share, or more than one Joint Investment Shares in which the investor is a co-beneficiary, then all such subscriptions will be treated as a single application and consolidated.

Subscription applications for New Shares by Retail Investors will only be accepted if, concurrently with the submission of the application, payment of the full subscription amount is made either in cash or via bank cheque, or if the equivalent amount has been reserved in any type of bank deposit accounts of the investors or in clients' bank accounts maintained for the provision of investment services, in which the investors appear as beneficiaries or co-beneficiaries. Following the allocation of the New Shares in the context of the Public Offering, any amounts deposited or reserved on behalf of each Retail Investor, as described above, but not used, shall be returned interest-free to the beneficiaries or unblocked, as the case may be.

Allocation Process of the New Shares

Following the conclusion of the Public Offering, the Placement Coordinator shall proceed with the allocation of the New Shares to investors who participated in the Public Offering, as described below:

By way of priority, New Shares shall be allocated to existing shareholders who exercised the Preferential Allocation Right, as further detailed in this section.

In the event that, after satisfying the Preferential Allocation Rights exercised by the Company's existing eligible shareholders, there remain Unsubscribed New Shares, such shares shall be disposed of through the Private Placement and/or the Public Offering.

The allocation of the Unsubscribed New Shares between the Private Placement and the Public Offering shall be determined at the discretion of the Company's Board of Directors, following the completion of the Combined Offering.

The Unsubscribed New Shares ultimately allocated through the Public Offering shall be allocated among the investors who participated in the Public Offering as follows:

(a) In case of no oversubscription of the Public Offering, all subscription applications validly submitted in the context of the Public Offering shall be fully satisfied.

(b) In case of oversubscription of the Public Offering, demand for New Shares by existing shareholders exercising their Preferential Allocation Right, to the extent not satisfied through such exercise (i.e., the requested quantity exceeding the New Shares allocated under the Preferential Allocation Right) shall be added to the demand for New Shares (requested quantity) by other investors participating in the Public Offering and satisfied on a pro rata basis, to the extent that Unsubscribed New Shares allocated through the Public Offering are available. If, as a result of the pro rata allocation, as described above, the number of New Shares to be allocated to an investor result in a fractional number, such number shall be rounded down to the nearest integer number (i.e. without taking into account any decimals). Should such rounding result in the remaining Unsubscribed New Shares that must be allocated to investors, one (1) additional New Share shall be allocated to investors in descending order based on the amount of unallocated balance per investor. In the event two or more investors have the same unallocated balance, priority shall be given to the investor(s) who submitted their subscription application earlier.

The number of New Shares allocated to each investor shall correspond to an integer number of trading units. The delivery of the New Shares shall occur through their final registration in the Securities Accounts of the beneficiaries, in accordance with the indicative timetable, and will be announced by the Company via the Athens Exchange's Daily Bulletin and on the Company's website at least one business day prior to the commencement of trading of the New Shares on the Athens Exchange.

Upon final determination of the number of New Shares each Retail Investor is entitled to receive, any excess amount that was blocked shall be refunded to the investor and the corresponding blocked deposit amounts shall be released, with a simultaneous debit to the deposit account equal to the value of the New Shares allocated to the respective investor. Blocked deposits shall remain subject to the original terms of the deposit (term, interest rate, etc.) until their release. Investors shall not bear any costs or taxes related to the acquisition of the New Shares or their registration in the Securities Accounts.

Any further Unsubscribed New Shares remaining after the Combined Offering may be allocated at the Offer Price, at the discretion of the Board of Directors, within one (1) business day following the completion of the Combined Offering.

Preferential Allocation Right

The preferential allocation shall be at least equal to the existing shareholders' percentage participation in the Company's share capital as of the close of trading on the Record Date, so that the shareholders preserve at minimum tha same participation in the share capital, following the Combined Offering. Specifically, existing shareholders of the Company are granted the right of preferential allocation of New Shares at a ratio 0.3214060400610848 New Shares for each existing share, enabling them to maintain their participation percentage unchanged, compared to the percentage they hold in the share capital of the Company, before the Share Capital Increase. Any resulting fractional New Shares from the exercise of this Preferential Allocation Right shall be rounded down to the nearest integer number.

If an existing shareholder's subscription in the Public Offering exceeds their pro-rata entitlement based on their shareholding as of the Record Date, such shareholder shall be entitled to preferential allocation only up to the portion corresponding to that shareholding percentage.

Existing shareholders who do not subscribe for New Shares in the Public Offering, or whose subscription applications are for a number of New Shares insufficient to maintain their proportional shareholding as of the Record Date, shall experience a partial dilution of their participation in the Company's share capital (assuming full subscription of the New Shares), including related voting and dividend rights.

It is noted that the Preferential Allocation Right does not constitute a pre-emptive right within the meaning of Article 26 of Law 4548/2018, and is neither tradable nor transferable in any manner.

Offer Price

The Offer Price for each New Share has been set at €1.30, as determined by the resolution of the Board of Directors dated July 16, 2025. The Offer Price is uniform for all investors, both Qualified and Retail, participating in the Combined Offering of New Shares.

Document Availability

Information about the Company, the New Shares, the Offer Price, the participation process in the Public Offering, and the disposal of the New Shares is included in the document prepared pursuant to Articles 1.4.(db) and 1.5.(ba) of Regulation (EU) 2017/1129 (the "Regulation"), in accordance with Annex IX of the Regulation, regarding the Public Offering and the Admission of the New Shares to the Athens Stock Exchange (the "Document").

It is noted that the Document does not constitute a Prospectus as defined under the Regulation and, therefore, has not been subject to review and approval by the Hellenic Capital Market Commission, in accordance with Article 20 of the Regulation. The Document has been prepared pursuant to Articles 1.4.(db) and 1.5.(ba) of the Regulation, in accordance with the requirements set forth in Annex IX of the Regulation. Furthermore, it should be noted that no Prospectus has been published or will be published for the Public Offering and the Admission of the New Shares to the Main Market of the Regulated Market of the Athens Stock Exchange, due to the exemptions provided in Articles 1(4)(db) and 1(5)(ba) of the Regulation. Investors should make their own assessment regarding the suitability of the investment in the Company's New Shares. Investors are advised to consult all financial information and announcements published by the Company, which are available on the Company's corporate website (http://www.premia.gr/) and the Athens Stock Exchange website (https://www.athexgroup.gr/en/marketdata/issuers/1171/announcements).

The Document is available to the investing public in electronic form on the following websites:

During the Public Offering period, a copy of the Document will be provided in electronic form to any potential investor, upon request, free of charge, by the Company, Optima Bank, and Pantelakis Securities.

Timeline

The estimated timeline for the admission of the New Shares to the Main Market of the Athens Stock Exchange is as follows:

Date Event
17.07.2025 Publication of the Document on the ATHEX Daily Bulletin, and the websites of the
Company, the Placement Coordinator, and the Placement Service Provider
17.07.2025 Publication of the announcement - invitation to the investing public and on the
commencement of the Public Offering
17.07.2025 Record Date for Preferential Allocation Right
21.07.2025 Commencement of Combined Offering
23.07.2025 End of Combined Offering
24.07.2025 Allocation of any unsubscribed New Shares by the Company's Board of Directors,
at its discretion
Date Event
24.07.2025 Publication of announcement on the outcome of the Combined Offering in the
ATHEX Daily Bulletin and on the Company's website
25.07.2025 Release of funds of retail investors and payment for allocated shares by qualified
investors
25.07.2025 Board decision on the certification of payment of the Share Capital Increase,
supported by a report of a certified auditor or audit firm
25.07.2025 Approval by the competent ATHEX committee for the admission of the New Shares
to trading
25.07.2025 Announcement of the trading commencement date of the New Shares in the
ATHEX Daily Bulletin and on the Company's website
28.07.2025 Commencement of trading of the New Shares

The above timeline is subject to various uncertain factors and may change. In any case, there will be an update to the investing public with an announcement in the ATHEX Daily Bulletin. and on the Company's website.

For more information, shareholders can contact the Company's Shareholder Service Department, Tel. 210 6967600, attention Ms. Eleni Kopelousou.

Athens, 17 July 2025

PREMIA REAL ESTATE INVESTMENT COMPANY SOCIETE ANONYME

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