GEK TERNA seeks its bondholders consent to dispose a number of Assets
Which are the Company's group so called as "Excluded Assets".
Following a relevant question of the Hellenic Capital Market Commission, GEK TERNA SA informs the investing community that the company on an ongoing basis seeks the optimal management of its assets with the basic criterion of maximizing the value of the Company.
During the last period, the Company has been the recipient of investors' interest in its assets (including its subsidiaries), without having made a decision to conclude any relevant transaction.
Among other issues to consider before making a
decision is whether the liquidity that would result from such a disposal would serve to identify
and exploit new investment opportunities.
In this context, the Company has convened the meetings of the Bondholders of the common bond loan amounting to € 120,000,000 (the "CBL 2018") issued by the Company pursuant to the Common Bond Loan Program up to € 120,000,000 from 22.03.2018 and Agreement for the Appointment of a Bond Representative (the "CBL Program 2018") and the common bond loan amounting to € 500,000,000 (the " CBL 2020" and together with the CBL 2018, the "CBL"), issued by the Company under 19.06.2020 Program for the Issuance of a Common Bond Loan up to € 500,000,000 and a Contract for the Appointment of a Representative of the Bondholders (the "CBL 2020 Program" and jointly with the CBL 2018 Program, the "CBL Programs").
It is noted that
based on the CBL Programs, the following assets of the Company's group are characterized as
"Excluded Assets" and substantial restrictions are provided on the use of the proceeds that will
result from their sale: the group's holdings in TERNA SA, in TERNA ENERGY SA and in KEKROPS SA,
seven plots of the subsidiary ΒΙ.ΠΑ. THESSALONIKIS SA at Kato Gefyra in the municipality of
Chalkidona, Thessaloniki, a plot of the subsidiary MONASTIRIOU TECHNIKI ANAPTYXIAKI SA in the
municipal unit of Menemeni of the municipality of Ampelokipi-Menemeni of Thessaloniki, a plot
of the Company and the buildings on the district "Old" in Volos Magnesia, as well as the plot after
the buildings of the Company's offices on Mesogeion Avenue no. 85, in Ampelokipi, Attica, after
the lifting of the existing weights.
GEK TERNA SA has gathered to ask the consent of the bondholders of CBL, for the exceptional use of the net income from the sale of only one of the Excluded Assets in the manner provided for all other assets of the Company, namely:
(i) for the partial or total repayment or prepayment (a) of any debt not reduced by the Company or Subsidiary (and in the case of a revolving credit loan with the final reduction of the corresponding commitment ), or (b) liabilities of the Company or Subsidiaries secured by Weight, must be retained in the Group throughout CBL 2018 and CBL 2020, respectively,
(iii) for the acquisition in return for a maximum of fair market value: (a) shares in a company operating in the Company and / or Subsidiaries, and / or (b) additional holdings in Subsidiaries that the Company does not own wholly (100%), directly or indirectly,
(iv) for the financing of construction, concession
or partnership projects undertaken by the Company, Subsidiary, joint venture or other legal entity
in which the Company or Subsidiary participates, Subsidiary activity, in which case the Subsidiary
shall use the funds for one or more of the uses referred to in (i) to (iv) above, or to cover the
Subsidiary's losses, and (vi) any combination of above.