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PPC S.A. — Share Issue/Capital Change 2026
May 18, 2026
2715_rns_2026-05-18_83340716-f3fb-44b2-83c0-66bf0a285548.pdf
Share Issue/Capital Change
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ppc
IMPORTANT NOTICE – DISCLAIMER
THIS ANNOUNCEMENT IS NOT ADDRESSED TO, AND IS NOT INTENDED TO BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN
Athens, 18.05.2026
PUBLIC POWER CORPORATION SOCIETE ANONYME
ANNOUNCEMENT – INVITATION TO THE
INVESTING PUBLIC
IN RELATION TO THE PUBLIC OFFERING IN GREECE OF UP TO 369,270,000 NEW, COMMON, REGISTERED, VOTING, DEMATERIALISED SHARES, WITH A NOMINAL VALUE OF €2.48 EACH, OF “PUBLIC POWER CORPORATION SOCIETE ANONYME” (THE “COMPANY”), TO BE ISSUED IN THE CONTEXT OF THE INCREASE OF ITS SHARE CAPITAL BY PAYMENT IN CASH AND ABOLITION OF THE PRE-EMPTIVE RIGHTS OF EXISTING SHAREHOLDERS, WITH THE POSSIBILITY OF PARTIAL SUBSCRIPTION PURSUANT TO THE RESOLUTION OF THE BOARD OF DIRECTORS OF THE COMPANY DATED 16.05.2026, PURSUANT TO THE AUTHORIZATION GRANTED TO IT BY THE RESOLUTION OF THE EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF THE COMPANY DATED 14.05.2026, AND THE ADMISSION OF THE NEW SHARES OF THE COMPANY TO THE REGULATED MARKET OF EURONEXT ATHENS
THE PUBLIC OFFERING IN GREECE WILL LAST 3 DAYS
FROM 18 MAY 2026 TO AND INCLUDING 20 MAY 2026
TRADING UNIT: ONE (1) SHARE
PLACEMENT COORDINATORS

ADVISER TO THE COMPANY IN RELATION TO THE GREEK PUBLIC OFFERING
NATIONAL BANK
OF GREECE
By its resolution dated 16.05.2026, the Board of Directors of the Company (the "BoD"), pursuant to the authorization granted to it by the resolution of the Extraordinary General Meeting (the "EGM") of the shareholders of the Company (the "Shareholders") dated 14.05.2026, approved the increase of the share capital of the Company by an amount of up to €915,789,600, with a view of raising approximately 4 billion euros through the issuance of up to 369,270,000 new ordinary, dematerialised, voting, registered shares with a nominal value of €2.48 each (the "New Shares"), at a maximum offer price of €19.75 per New Share (the "Maximum Offer Price"), being the closing market price of 15.05.2026, with the abolition of the pre-emptive rights of the existing Shareholders, in accordance with Article 27 para. 1 of Law 4548/2018 and the above resolution of the EGM and with the possibility of partial subscription, pursuant to Article 28 of Law 4548/2018 (the "Share Capital Increase"). The final number of New Shares will be equal to the quotient of the division of the total amount ultimately raised through the Share Capital Increase by the Offer Price, and the final nominal amount of the Share Capital Increase will be equal to the product of the final number of New Shares multiplied by their nominal value (i.e., €2.48 per New Share).
The New Shares will be offered through:
(i) a public offering in Greece to retail investors and qualified investors (the "Greek Public Offering"), with a priority allocation right in respect of New Shares to the persons who are, as of the commencement of trading of the existing Shares on Euronext Athens on 18.05.2026, based on the Company's electronic shareholders register kept with Euronext Securities Athens S.A., Shareholders (for such purpose, the "Record Date" and such shareholders, the "Priority Investors") at a percentage not exceeding their pro rata participation in the share capital of the Company as at the Record Date, so as to allow them to maintain their shareholding participation up to their existing level of participation following the Share Capital Increase(the "Priority Allocation"), provided that they participate in the Greek Public Offering (the "Priority Allocation Right"), and
(ii) a private placement outside Greece, and in each case subject to the applicable exemptions from the applicable prospectus requirements (the "Institutional Offering" and, together with the Greek Public Offering, the "Combined Offering").
The Greek Public Offering and the Institutional Offering will be conducted in parallel. The Greek Public Offering will be conducted through the Electronic Book Building service of Euronext Athens (the "E.B.B.") and will last three (3) business days, from 18.05.2026 at 10:00 a.m. Greek time until 20.05.2026 at 16:00 Greek time. The E.B.B. will remain open from 10:00 a.m. until 17:00 Greek time, except on 20.05.2026, when it will close at 16:00 Greek time.
OFFER PRICE OF THE NEW SHARES THROUGH THE PUBLIC OFFERING
The BoD, at its meeting dated 16.05.2026, resolved, among other things, that the Maximum Offer Price at which the New Shares may be offered will be €19.75 per New Share. The final offer price of the New Shares (the "Offer Price"), which may
be equal to, lower, but not higher, than the Maximum Offer Price, will be determined by the BoD on or about 21.05.2026, based on the book of the Institutional Offering, in agreement with the Joint Global Coordinators of the Institutional Offering, upon completion of the process relating to the book of the Institutional Offering, and will be the same in the Greek Public Offering and the Institutional Offering.
The Company may, at its discretion, establish a price point guidance (which may be equal to or lower, but not higher, than the Maximum Offer Price), in which case it will duly and promptly inform the investing public by a regulatory announcement that will also be posted on the websites of the Company and Euronext Athens.
For the publication of the announcement on the Offer Price and the final number of New Shares of the Combined Offering, see "Indicative timetable" below.
PROCESS OF THE OFFERING OF THE NEW SHARES IN THE GREEK PUBLIC OFFERING
General information
The offering of the New Shares through the Greek Public Offering will be carried out through the E.B.B. service. The Greek Public Offering and the maintenance of the E.B.B. will be carried out in accordance with Decision 34/08.03.2017 of the Steering Committee of the Securities Markets of Euronext Athens, as amended and in force (the "E.B.B. Decision"), and the resolution of the BoD dated 16.05.2026, pursuant to the authorization granted to it by the EGM. "NATIONAL BANK OF GREECE S.A.", "ALPHA BANK S.A.", "EUROBANK S.A.", "PIRAEUS BANK S.A.", "EUROXX SECURITIES S.A.", "AXIA VENTURES GROUP LTD", "OPTIMA BANK S.A.", "CREDIABANK S.A.", "PANTELAKIS SECURITIES S.A." and "AMBROSIA CAPITAL HELLAS SINGLE MEMBER INVESTMENT SERVICES S.A." have been appointed as coordinators of the E.B.B. process, in accordance with the E.B.B. Decision (the "Placement Coordinators").
To participate in the Greek Public Offering, an interested investor must maintain a Share in the Dematerialised Securities System (the "DSS") managed by "Euronext Securities Athens S.A." ("Euronext Securities Athens") and a Securities Account in the DSS, or act through an Intermediary or Registered Intermediary (as the above terms are defined in the Operating Regulation of Euronext Securities Athens). Each investor may submit a subscription application for at least one (1) New Share (minimum participation threshold) or for an integral multiple number of New Shares up to 15% of the total number of New Shares offered through the Combined Offering after deducting the Cornerstone New Shares (as defined below), initially allocated to the Greek Public Offering, i.e.; up to 28,828,201 New Shares.
The subscription application is legally binding and may not be amended or revoked after the expiration of the Greek Public Offering period, at which time subscription applications become final and irrevocable. Amendment or cancellation of a subscription application for the subscription of New Shares is possible during the Greek Public Offering, through a procedure similar to the initial submission.
The consideration for investors' subscription for New Shares is equal to the number of New Shares applied for multiplied by the Maximum Offer Price. By signing and submitting a subscription application, the investor declares that they agree to participate in the Greek Public Offering and undertakes to subscribe on a primary basis for the New Shares allocated to it, against payment of the corresponding amount, in accordance with the specific provisions of the Document. If the subscription application is not duly completed, in accordance with the terms of participation in the Greek Public Offering and the E.B.B. Decision, the subscription application will not be accepted and will be deemed not to have been submitted, and the interested investor will be excluded from the allocation of New Shares. The subscription application for the New Shares must include the Investor Share number, the Securities Account and the code number of the Participant in the DSS (as these terms are defined in the Euronext Securities Athens Rulebook), and if any of these numbers are incorrect, the investor will be excluded from the allocation of New Shares. If, after the end of the Greek Public Offering, more than one identical subscription is identified on the basis of DSS data, either through a Client Securities Account or through a Clients Securities Account (as these terms are defined in the Operating Regulation of Euronext Securities Athens), then all such applications in the Greek Public Offering will be treated as a single subscription and will be consolidated either into one investor application per Client Securities Account or into one aggregate investor application per Clients Securities Account, respectively.
Each subscription application: (a) if submitted through a Clients Securities Account, must state the Share number of the Registered Intermediary (as defined in the Operating Regulation of Euronext Securities Athens) in the DSS to which the New Shares will be credited, (b) if submitted through an Own Securities Account (as defined in the Euronext Securities Athens Rulebook) or a Client Securities Account, respectively, must identify the investor submitting it and must mandatorily specify the number of the relevant Own Share or Client Share (as these terms are defined in the Euronext Securities Athens Rulebook), respectively, including the Joint Investor Share (JIS) (as defined in the Euronext Securities Athens Rulebook) (with respect to Retail Investors) in the DSS, (c) includes a request to participate in the Greek Public Offering, as well as a request-declaration undertaking to subscribe for a specified integral number of New Shares, with a minimum permissible threshold of one (1) New Share and a maximum permissible threshold of 15% of the total number of New Shares offered through the Combined Offering after deducting the Cornerstone New Shares, initially allocated to the Greek Public Offering, i.e.; up to 28,828,201 New Shares, (d) is legally binding, and (e) may not be revoked or amended after the expiry of the Greek Public Offering period, at which time the applications become final and irrevocable.
Following the final allocation of New Shares in the context of the Greek Public Offering, amounts deposited or blocked for each investor, in accordance with the above, but not used, will be returned without interest to the beneficiaries or released. It is noted that in the case of subscription applications by investors who are Shareholders on the Record Date for the exercise of the Priority
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Allocation Right through omnibus securities accounts, each Participant and each Registered Intermediary with whom the relevant omnibus account is maintained fully accepts responsibility for ensuring the implementation of the allocation of New Shares to its clients in accordance with the terms of the Public Offering, as resulting through the E.B.B. process.
To receive a priority allocation of New Shares, on the basis of the Priority Allocation Right, existing Shareholders as at the Record Date who participate in the Greek Public Offering, must submit a subscription application stating, among others, the Securities Account in the DSS that they maintain in their name and through which they hold Shares on the Record Date, and the investor details included in the electronic records of Euronext Securities Athens on the Record Date must match the details stated in the subscription application. If an existing Shareholder holds Shares in more than one Securities Account, it must submit separate subscription applications for each such account in order to exercise the Priority Allocation Right for the Shares held in each such Securities Account. It is noted that in the case of subscription applications by existing Shareholders as at the Record Date through omnibus securities accounts, each Participant with whom the relevant omnibus account is maintained and each Registered Intermediary fully accepts responsibility for ensuring the implementation of the allocation of New Shares to its clients in accordance with the terms of the Greek Public Offering, as decided by the Company and carried out through the E.B.B.
Investors who subscribe in the Greek Public Offering for New Shares will not bear costs or taxes for the registration of the New Shares in their Client Share and Securities Account in the DSS.
PROCEDURE FOR PARTICIPATION OF RETAIL INVESTORS IN THE GREEK PUBLIC OFFERING
Interested Retail Investors shall submit subscription applications for New Shares through the E.B.B. Members (as defined in the E.B.B. Decision) and through the Participants keeping their Securities Accounts in the DSS who cooperate with E.B.B. Members for the submission of subscription applications, during business days and hours. The E.B.B will check all subscription applications entered by all E.B.B. Members, so that each principal beneficiary of a Client Securities Account and joint beneficiary of a JIS receives securities in only one Securities Account (either the Client Securities Account or the JIS). If there is more than one subscription application for one principal, with either a Client Securities Account and JIS as recipient, or more than one JIS in which the principal participates as joint beneficiary, then all such subscriptions will be treated as a single subscription and will be consolidated. Retail Investors subscribing for the acquisition of New Shares must provide an identity card/passport, their Tax Identification Number (TIN), and a printout of the DSS details from Euronext Securities Athens. Irrespective of manner of submission, subscription applications of interested Retail Investors will be accepted provided that an amount equal to the total amount of their subscription for the New Shares has been deposited, in cash or by bank cheque, or an equivalent consideration has been blocked in any type of bank deposit accounts of the Retail Investors or client bank accounts maintained in the context of the provision of investment
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services and in which they appear as beneficiaries or joint beneficiaries. Following the allocation of New Shares in the context of the Greek Public Offering, amounts deposited or blocked for each Retail Investor, in accordance with the above, but not used, will be returned without interest to the beneficiaries or released, as applicable.
PROCESS FOR THE PARTICIPATION OF QUALIFIED INVESTORS IN THE GREEK PUBLIC OFFERING
To participate in the Greek Public Offering, interested Qualified Investors must contact the Placement Coordinators in order to submit the relevant subscription application without blocking the corresponding cash amount. The amount corresponding to the value of the New Shares ultimately allocated to each Qualified Investor that duly and timely submitted a subscription application must have been paid into the account of Euronext Securities Athens by 11:00 a.m. Greek time on the second business day after the determination of the Offer Price and the allocation of the New Shares, in accordance with the provisions of the E.B.B. Decision. The Placement Coordinators, in cooperation with the Company, may, at their absolute discretion, extend that deadline within the same day.
Qualified Investors may participate simultaneously in the Greek Public Offering and the Institutional Offering. For the avoidance of doubt, the Priority Allocation Right concerning existing Shareholders as at the Record Date is granted only in the Greek Public Offering (see in further detail below).
PROCEDURE FOR ALLOCATION OF NEW SHARES - PRIORITY ALLOCATION
The New Shares offered through the Combined Offering, after deducting the New Shares to be received by the Hellenic Republic, represented by the Minister of National Economy and Finance, and Aeolus Holdings S.à r.l., an entity owned by funds advised by CVC Advisers Greece S.M.S.A. and/or its affiliates, pursuant to their letters dated 17.05.2026 (the "Cornerstone New Shares") (hereinafter, the New Shares offered through the Combined Offering, after deducting the Cornerstone New Shares, the "Combined Offering New Shares"), have initially been allocated between the Greek Public Offering and the Institutional Offering as follows: (i) 15% of the Combined Offering New Shares will be offered through the Greek Public Offering, and (ii) 85% of the Combined Offering New Shares, together with the Cornerstone New Shares, will be offered through the Institutional Offering, subject to the priority satisfaction of subscriptions submitted in exercise of the Priority Allocation Right. The Company has the right to amend such initial allocation, at its discretion, based on demand expressed in each part of the Combined Offering after the end of the Combined Offering period, provided that the final allocation will not result in the offering of less than 15% of the Combined Offering New Shares in the Greek Public Offering, provided that there is such demand. New Shares initially allocated, as the case may be, to the Greek Public Offering or to the Institutional Offering, but not ultimately subscribed for, may be reallocated to investors who subscribed in the other tranche of the Combined Offering, to the extent that orders submitted in that other tranche exceed the above initial allocation and support such reallocation.
Following completion of the Greek Public Offering, the determination of the
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Offer Price, the final number of Combined Offering New Shares to be issued and the final number of Combined Offering New Shares to be offered through the Greek Public Offering on the basis of the above, the allocation of Combined Offering New Shares to investors who participated in the Greek Public Offering will be carried out as described below:
New Shares will be allocated by priority to Priority Investors based on the Priority Allocation mechanism through the Greek Public Offering in accordance with this section.
In particular, in the Greek Public Offering, a Priority Allocation mechanism will apply to Priority Investors in principle up to the maximum number of Combined Offering New Shares initially allocated to the Greek Public Offering, at a percentage not exceeding their participation percentage in the existing share capital of the Company as at the Record Date.
It is clarified that if the final number of New Shares ultimately allocated in the Greek Public Offering is lower than the above maximum number, the existing Shareholder will be entitled to participate in the Priority Allocation in respect of that final number. If the subscription of the Priority Investor in the Greek Public Offering exceeds the Combined Offering New Shares attributable to it on the basis of the above, the existing Shareholder will be entitled to priority allocation only in respect of the portion corresponding to the New Shares attributable to them. If fractional shares arise in the Priority Allocation, their number will be rounded down to the nearest lower integer. It is clarified that subscription by Priority Investors for shares fewer than those they are entitled to on the basis of the above is permitted. It is noted that the Priority Allocation mechanism does not constitute a pre-emption right within the meaning of Article 26 of Law 4548/2018 and is not subject to trading or transfer in any manner. Priority Investors Existing Shareholders participating in both the Greek Public Offering and the Institutional Offering are not entitled to a Priority Allocation Right in the Greek Public Offering.
Following the Priority Allocation described above, any subscriptions of Priority Investors who participated in the Greek Public Offering which may not have been satisfied (i.e., in cases of Priority Investors who subscribed in the Greek Public Offering for a number of New Shares greater than the number attributable to them pursuant to the above) will be added to the subscriptions of new investors and will be satisfied on a pro rata basis, to the extent that there remain undistributed New Shares offered through the Greek Public Offering, as they will be determined upon completion of the Combined Offering.
As applicable, the number of Combined Offering New Shares allocated to each investor in the Greek Public Offering (if it is a number with decimal places) will be rounded down to the nearest lower integer, while if undistributed New Shares corresponding to the Greek Public Offering remain as a result of such rounding, one Combined Offering New Share will be allocated to investors who have, per investor, the largest fraction of unallocated Combined Offering New Shares in the Greek Public Offering. If two or more investors have the same unsatisfied number of Combined Offering New Shares, priority will be given to investors who submitted their subscription application in the Greek Public Offering earlier.
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Furthermore, in the event of partial subscription of the above New Shares, all subscription applications validly submitted both by new investors and by Priority Investors (who submitted a subscription application for a number of Combined Offering New Shares in excess of their attributable percentage in accordance with the Priority Allocation) in the context of the Greek Public Offering will be fully satisfied.
Delivery of the New Shares takes place upon their final registration in the Securities Accounts of the beneficiaries, which will be notified by an announcement of the Company in the DOL of Euronext Athens and on the Company's website at least one (1) business day before the commencement of trading of the New Shares on Euronext Athens.
Following the final determination of the number of New Shares to be acquired by each Retail Investor and of the Offer Price, any excess blocked amount will be returned to the beneficiary by release of the corresponding amounts and simultaneous debit of the deposit account for the amount equal to the value of the New Shares allocated to the Retail Investor. The blocked deposit amounts are subject to the terms of the initial deposit (term, interest rate, etc.) until their release.
Existing Shareholders who do not subscribe for New Shares in the Greek Public Offering or whose subscription applications relate to a number of New Shares that is not sufficient to maintain their percentage participation in the share capital of the Company as at the Record Date will suffer a partial dilution of their participation in the share capital of the Company, including their voting and dividend rights.
AVAILABILITY OF THE DOCUMENT
Information about the Company, the New Shares, the Maximum Offer Price, the process of participation in the Greek Public Offering, as well as the method of offering the New Shares, is included in the document prepared in accordance with Annex IX (the "Document") of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as in force (the "Regulation"), for the purposes of Article 1.4.db) and Article 1.5.ba) of the Regulation in relation to the Greek Public Offering and the Admission.
It is noted that the Document is not a prospectus within the meaning of the Regulation and has not been submitted for review and approval by the Hellenic Capital Market Commission. Investors should make their own assessment as to the suitability of an investment in the New Shares. Persons wishing to invest in Shares are advised to consult all financial information and announcements published by the Company, which are available on its corporate website (https://www.ppcgroup.com/el/omilos-dei/) and the website of Euronext Athens (https://athens.euronext.com/el).
The Document may be found in electronic form on the websites of:
- Euronext Athens (https://athens.euronext.com/en/market-data/informative-material),
- the Company (https://www.ppcgroup.com/en/investor-relations/investor-
information/share-capital-increases/share-capital-increase-2026),
- National Bank of Greece S.A. (https://www.nbg.gr/en/footer/enimerwtika-deltia),
- Alpha Bank S.A. (https://www.alpha.gr/el/idiotes/ependuseis/metoxes-kai-xrimatistirio/enimerotika-deltia),
- Eurobank S.A. (https://www.eurobank.gr/en/group/investor-relations/prospectuses/enimerotika-deltia-sumboulos-anadoxos-trapeza-eurobank-ergasias-ae),
- Piraeus Bank S.A. (https://www.piraeusgroup.gr/ppc2026),
- EUROXX Securities S.A. (www.euroxx.gr/ppc.html),
- AXIA Ventures Group Ltd (https://www.axiavg.gr/prospectus/),
- Optima bank S.A. (https://www.optimabank.gr/business/investment-banking/enimerotikapliroforiaka-deltia),
- CrediaBank S.A. (https://www.crediabank.com/idiotes/ependyseis/enimerotika-deltia/dei/),
- PANTELAKIS Securities S.A. (https://www.pantelakis.gr/pantelakis/services/ppcoffer/), and
- Ambrosia Capital Hellas Single-Member Investment Services S.A. (https://ambrosiacapital.gr/ppc-sci-2026/).
Additionally, during the Greek Public Offering period, a copy of the Document will be provided in electronic form to any potential investor, upon request and free of charge, by the Company, National Bank of Greece S.A., Alpha Bank S.A., Eurobank S.A., Piraeus Bank S.A., EUROXX SECURITIES S.A., AXIA Ventures Group Ltd, Optima bank S.A., CrediaBank S.A., PANTELAKIS SECURITIES S.A. and Ambrosia Capital Hellas Single Member Investment Services S.A.
INDICATIVE TIMETABLE
The estimated timetable for the Public Offering and the Admission is as follows:
| Date | Event |
|---|---|
| 18.05.2026 | Submission of the Document to the Hellenic Capital Market Commission |
| 18.05.2026 | Publication of the Document in the DOL of Euronext Athens, on the Company's website and on the websites of the Placement Coordinators |
| 18.05.2026 | Publication of the announcement – invitation to the investing public and commencement of the Greek Public Offering |
| Upon commencement of trading of the Company's Shares on Euronext Athens 18.05.2026 | Record Date for the Priority Allocation Right |
| 18.05.2026 | Commencement of the Greek Public Offering |
|---|---|
| 20.05.2026 | End of the Greek Public Offering |
| 21.05.2026 | Determination of the Offer Price and publication of the relevant announcement on the DOL of Euronext Athens and on the Company's website |
| 25.05.2026 | Release of investors' funds and payment of the consideration for the allocated shares by the Qualified Investors |
| 25.05.2026 | BoD resolution on the certification of payment of the Share Capital Increase, with a report by a certified public accountant or audit firm |
| 25.05.2026 | Publication of an announcement regarding the outcome of the Combined Offering in the DOL of Euronext Athens and on the Company's website |
| 25.05.2026 | Approval by Euronext Athens for the admission to trading of the New Shares |
| 25.05.2026 | Announcement of the commencement date of trading of the New Shares in the DOL of Euronext Athens and on the Company's website |
| 26.05.2026 | Commencement of trading of the New Shares |
It is noted that the above timetable depends on many unpredictable factors and may change. In any event, the investing public will be informed by a relevant announcement in the DOL of Euronext Athens and on the Company's website.
Investors interested in further information and clarifications may contact:
Investor Relations Division
30, Chalkokondyli str., 104 32 Athens
T: +30 210 529 2153
+30 210 529 3665
+30 210 529 3207
[email protected]
IMPORTANT NOTICE - DISCLAIMER
This announcement constitutes a public disclosure of inside information by the Company under Article 17(1) of Regulation (EU) No 596/2014.
There can be no assurance that the Combined Offering will be completed or, if completed, as to the terms on which it will be completed.
This announcement does not constitute an offer to sell or issue, or any solicitation of an offer to purchase or subscribe for, any securities, including the New Shares, in any jurisdiction in which such offer or solicitation is unlawful. The New Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration under the U.S. Securities Act or an applicable exemption from the registration requirements of the U.S. Securities Act. Subject to certain exceptions, the New Shares may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. The securities referred to herein have not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, South Africa or Japan.
In the European Economic Area (the "EEA"), this announcement is directed only at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). This announcement is not a prospectus for the purposes of the Prospectus Regulation and is not intended and shall not constitute a public offer or advertisement of securities or an invitation to make offers to purchase any securities within the meaning of the Prospectus Regulation. This announcement has been prepared on the basis that any offer of the New Shares in any Member State of the European Economic Area ("EEA") (each, a "Relevant Member State"), other than in Greece, will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of the New Shares. Accordingly, any person making or intending to make any offer in that Relevant Member State, other than in Greece, of the New Shares may only do so in circumstances in which no obligation arises for the Company or any of the managers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Company nor the managers have authorized, nor do they authorize, the making of any offer of securities in circumstances in which an obligation arises for the Company or any managers to publish a prospectus for such offer.
In the United Kingdom ("UK"), this announcement is directed only at persons in the UK that are "professional investors," as defined in paragraph 15 of Schedule 1 of Public Offers and Admissions to Trading Regulations 2024 (the "POATR"), who are persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) falling within Article 49(2)(a) to (d) of the Order, and/or (iii) to whom such investment or investment activity may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). This announcement has been prepared on the basis that any offer of the New Shares in the UK will be made pursuant to an exemption under the POATR from the prohibition in the POATR on offers of the New Shares in the UK. Accordingly, any person making or intending to make any offer in the UK of the New Shares may only do so in circumstances in which the offer falls within an exemption from the prohibition on public offers in Part 1 of Schedule 1 to the POATR. Neither the Company nor the managers have authorized, nor do they authorize, the making of any offer of securities in the UK in circumstances in which an obligation may arise for the Company or any managers to publish a prospectus for such offer.
Persons who are not "qualified investors" in the EEA or Relevant Persons in the UK should not act or rely on this announcement or any of its contents.
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