Major Shareholding Notification • Jun 3, 2024
Major Shareholding Notification
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Registered office: Rua Manuel Pinto de Azevedo 818, 4100-320 Porto, Portugal Fully subscribed and paid-up share capital: € 367,094,274.62 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 an amendment to the total return equity swap between Gamma Lux and Mediobanca – Banca di Credito Finanziario, S.p.A. concerning shares representing Greenvolt's share capital.
Oporto, 3 June 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, 3 June 2024
Dear Sir,
Reference is made to the communication 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, 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 will carry out the acquisition of Greenvolt's shares in the Euronext Lisbon, operated by Euronext Lisbon - Sociedade Gestora de Mercados Regulamentados, S.A. as from the date hereof up to the end of the Offer period which is not expected to occur before July (to the extent the Offer is registered in June); (ii) the economic rights attached to such Greenvolt shares will be for the benefit of Gamma Lux; (iii) Gamma Lux will have the option to settle the Swap either physically - through acquisition of the Greenvolt shares acquired by Mediobanca under the Swap - 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.
On the date hereof, Gamma Lux and Mediobanca have agreed to amend the terms of the Swap in order to increase the number of Greenvolt shares that may be held by Mediobanca under the Swap from 19,9% of the issued share capital and voting rights of Greenvolt at any point in time to 23,37% of the issued share capital and voting rights of Greenvolt at any point in time.
All other material terms of the Swap will remain unchanged. In particular, the maximum price that Mediobanca may pay for the acquisition of any Greenvolt shares under the Swap is the Offer price (i.e. EUR 8.30).
Considering the terms and conditions of the Swap, the voting rights related to Greenvolt's shares acquired by Mediobanca under the Swap will be attributable to Gamma Lux, pursuant to article 20(1), paragraphs (c) and (e) of the Portuguese Securities Code.
Any acquisition of Greenvolt shares performed by Mediobanca under the Swap will be notified by Mediobanca to the CMVM on a daily basis pursuant to article 180(1)(b) of the Portuguese Securities Code. Moreover, to the extent that any of the thresholds of qualified shareholdings set out in article 16(1) of the Portuguese Securities Code is reached or exceeded by Mediobanca and/or Gamma Lux as a result of acquisitions of Greenvolt shares performed by Mediobanca under the Swap, these entities will submit the respective notifications to Greenvolt (for disclosure to the market) and the CMVM in the terms required by article 16(1) of the Portuguese Securities Code.
We remain at your disposal for any clarification or the provision of additional information that may be required.
Yours faithfully,
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Name: Thomas Probst Manager Capacity:
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