Shortly before the Lehman Brothers' collapse, Greek -American businessman Mr. Chalikias acquired a 7 -property portfolio from the Commercial Bank (Bank branches) securing a loan from the commercial in highly privileged terms, which "inherited" , when its acquisition was completed by the systemic -additional Alpha Bank.
Similarly today, ICI has secured a low 5 -year bullet loan from Eurobank, which covers much of the acquisition price, and given Alpha's obligations to cover the rents of the original portfolio by 2026.
The agreement between "BriQ Properties -a Fessa's Group subsidiary-, Cypriot Ajolico - Intercontinental International (ICI)main shareholder with approximately 78.78% stake in the company- and ICI, provides for the stages and basic terms under which BriQ and ICI will be merged by absorption of the second from the first.
In the first stage, BriQ will buy from the ICI portfolio of 17 real estate worth € 60,577,000 (based on estimates 30.06.2022), for a total equal price. The portfolio reportedly do not include its headquarters of the Glaxosmithkline pharmaceutical industry in Athens, which ICI to 2020 for approximately € 12 million bought. The amount of the price will be repaid loan liabilities linked to the specific properties.
The difference between the price and the amount of repayment of loan liabilities will be distributed to ICI shareholders by reducing its share capital and distributing a temporary dividend.
The value of real estate accounts for 53.4% of the total value of the ICI portfolio (which, based on the latest valuation 30.06.2022, amounts to € 113.477,000). This first stage is estimated to be completed within the first half of 2023.
In the second stage, Ajolico will sell to BriQ, ICI's issuance shares, which account for about 25.92% of its share capital, as will be configured after Stage A distributions for € 10.200,000, including BRIQ's right to ICI's dividend to use 2022.
Following the completion of Stage B, the parties will be merged by ICI by BRIQ, with an exchange relationship first agreed as 1 ICI issue for every 1,41787307238 new BRIQ issue shares, while BriQ shareholders will maintain the same number of common shares they own.
The exchange ratio will be finalized in accordance with the terms of the contractual texts and will be subject to the confirmation of its fair and blessing by the certified auditors as provided for by the textual legislation. Each of the above stages are under relevant and similar transactions of deactions, including the necessary approvals by the competent corporate bodies and the competent supervisory authorities.
In the context of the transaction, Alpha Bank acts as a joint financial adviser to BriQ, Ajolico and ICI, Labadian Law Firm and Associates as BRIQ legal adviser and the law firm Machas and associates as ICI Legal Adviser.
BriQ's official press release on the deal is as follows,
"BriQ Properties Real Estate Investment Company" (hereinafter "BriQ") announced that on February 23, 2023 contractual agreements were signed between
a) BriQ,
b) the Cypriot company with the name "Ajolico Trading Limited" (hereinafter "Ajolico"), majority shareholder of "Intercontinental International Real Estate Investment Corporation" (hereinafter "ICI") with a percentage of approximately 78,78% and
c) of ICI, subject to the basic conditions under which BriQ and ICI will proceed with a merger through the absorption of ICI by BriQ, which will follow after some stages described below and which will be done in accordance with the provisions of Law 4601/2019, Law 4548/2018 and Article 54 of Law 4172/2013, of the Regulations of the Athens Stock Exchange and of the Capital Market legislation.
In particular, the main stages until the completion of the Transaction are going to be the following:
A. Transfer of seventeen (17) properties of ICI to BriQ for a total price of sixty million five hundred and seventy-seven thousand Euros (€ 60.577.000,00). From that amount, loan obligations connected to the above properties are to be repaid.
The difference between the price and the repayment amount of the loan obligations will be distributed to the shareholders of ICI by reducing its share capital and distributing an interim dividend (hereinafter "Stage A").
B. Following the completion of Stage A, Ajolico will transfer by sale to BriQ, ICI’s Issued Shares, representing approximately 25,92% of ICI's reduced share capital, after the Stage A distributions against for an amount of ten million two hundred thousand euros (€10.200.000,00), including BriQ's right to receive ICI's dividend for the year 2022. (hereinafter "Stage B").
C. Following the completion of Stage B, the parties will proceed with a merger through the absorption of ICI by BriQ, in accordance with the above-mentioned provisions, with an exchange relationship initially agreed as one (1) share of ICI issue for every 1,41787307238 new BriQ issue shares, while BriQ shareholders will retain the same number of common shares they own.
The exchange relationship will be finalized according to the terms of the contractual texts and will be subject to the confirmation of its fairness and reasonableness by the certified auditors who will be appointed as provided by this legislation.
Each of the above stages is subject to relevant and mutual covenants precedent for similar transactions, including the necessary approvals from the relevant corporate bodies and the competent supervisory authorities.
In the context of the transaction, Alpha Bank S.A. acts as joint financial advisor to BriQ, Ajolico and ICI, the law firm Lampadarios and Associates as legal advisor to BriQ and the law firm Machas and Associates as legal advisor to ICI.
The Company will inform the investing public of any significant developments regarding the Transaction"
