M&A Activity • Oct 15, 2024
M&A Activity
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Registered office: Rua Manuel Pinto de Azevedo 818, 4100-320 Porto, Portugal Fully subscribed and paid-up share capital: € 567,094,274.62 Registered at the Commercial Registry Office of Lisbon under the sole registration and taxpayer number 506 042 715
Under the terms and for the purposes of Article 17(1) of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April, Greenvolt – Energias Renováveis, S.A. ("Greenvolt") hereby informs that it has received from Gamma Lux Holdco S.à.r.l. ("Gamma Lux") the attached communication, through which Greenvolt was informed about the execution, on the present date, of early termination of the total return equity swap between Gamma Lux and Mediobanca – Banca di Credito Finanziario, S.p.A. ("Mediobanca") and settling the Swap physically, through the acquisition of the Greenvolt's shares acquired by Mediobanca under the Swap.
Oporto, 15 October 2024. The Market Relations Representative.
Rua Manuel Pinto de Azevedo, n.º 818 4100-320 Porto
Att.: Mr. Miguel Valente Market Relations and CMVM's Representative
Att.: Mrs. Sandra Cardoso Head of the Issuer's Department
Luxembourg, 15 October 2024
Dear Sir,
Reference is made to the communications made by Gamma Lux Holdco S.à.r.l. ("Gamma Lux"), a company that owns 100% of the share capital and the voting rights of GVK Omega SGPS, Unipessoal, Lda. ("Offeror") on the total return equity swap ("Swap") entered into by Gamma Lux with MEDIOBANCA - Banca di Credito Finanziario, S.p.A ("Mediobanca"), disclosed to the market on 5 April 2024 and 3 June 2024, in the context of the general and voluntary tender offer over the shares corresponding to the share capital of Greenvolt - Energia Renováveis, S.A. ("Greenvolt") announced by the Offeror and converted to mandatory on the 31 May 2024 ("Offer"), according to which, among others and pursuant to the specific terms set out in the Swap (i) Mediobanca carried out the acquisition of Greenvolt shares on Euronext Lisbon, operated by Euronext Lisbon - Sociedade Gestora de Mercados Regulamentados, S.A. ("Euronext Lisbon"); (ii) the economic rights attached to such Greenvolt's shares are for the benefit of Gamma Lux; (iii) Gamma Lux has the option to settle the Swap either physically or in cash; and (iv) during the period in which the Swap is in force, Mediobanca undertakes to follow instructions of Gamma Lux regarding the exercise of the voting rights attached to the Greenvolt shares acquired by Mediobanca under the Swap.
Gamma Lux has decided to (i) exercise its right to early terminate the Swap and (ii) settle the Swap physically (i.e., through the acquisition of the Greenvolt's shares acquired by Mediobanca under the Swap).
The settlement date will be 21 October 2024 and will be followed by Mediobanca and Gamma Lux submitting the respective qualified shareholding notifications to Greenvolt (for disclosure to the market) and the CMVM in the terms required by article 16(1) of the Portuguese Securities Code.
In accordance with the terms of the Swap, as of the date hereof, Mediobanca will cease to carry out the acquisition of Greenvolt's shares on Euronext Lisbon (i.e., there will be no trades under the Swap from 16 October, inclusive, onwards).
We remain at your disposal for any clarification or the provision of additional information that may be required.
[signature page follows]
Yours faithfully,
GAMMA LUX HOLDCO S.À.R.L
Name: Dr. Jan Könighaus
Capacity:
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