As stated in the announcement, and in accordance with the Company’s prior notification to the Athens Stock Exchange dated 09.08.2024, the Board of Directors of the Company, in its meeting held on 28.11.2024, resolved to increase the Company's share capital by €3,814,000 (the "Capital Increase"). This increase will be executed through the issuance of 7,628,000 new common, dematerialized, registered voting shares, each with a nominal value of €0.50 (the "New Shares"), at an issue price of €1.36 per New Share (the "Issue Price"). The pre-emptive rights of existing shareholders will be excluded in favor of "NLTG HH Greece SINGLE MEMBER S.A." (the "New Shareholder").
The difference between the nominal value of the New Shares and their issue price, amounting to €6,560,080, will be credited to the Company’s "Share Premium" account.
It is important to note that, in accordance with the authorization granted by the Extraordinary General Meeting of Shareholders held on 19.05.2021, the Board of Directors has the power to decide on capital increases in accordance with Article 24(1)(b) of Law 4548/2018. Additionally, the Board has the authority to exclude or limit the pre-emptive rights of shareholders, pursuant to Article 27(4) of Law 4548/2018, in connection with any share capital increases approved by the Board.
This Capital Increase is part of a broader transaction outlined in a share transfer agreement dated 31.07.2024, under which the Company will acquire 100% of the share capital of "SUNWING HOTELS Hellas SINGLE MEMBER S.A." (the "SPA") from "NLTG HH Greece SINGLE MEMBER S.A." (the "New Shareholder"). This agreement was subsequently amended on 18.11.2024 (the "SPA Amendment").
"SUNWING HOTELS Hellas SINGLE MEMBER S.A." owns and operates the "Sunwing Kallithea Beach" hotel in Rhodes, and, through its subsidiary "Helios Palace S.A.," also owns and operates the "Sunwing Makrigialos & Ocean Beach Club" hotel in Crete (collectively referred to as the "Hotels").
The "Sunwing Kallithea Beach" is a 4-star hotel complex located in Kallithea, Rhodes, covering a plot area of 118,000 square meters and offering a gross floor area (including ancillary spaces) of 42,700 square meters. The hotel has a total capacity of 534 rooms (keys).
The "Sunwing Makrigialos & Ocean Beach Club" is a 4-star hotel complex situated in Ierapetra, Crete, occupying 54,000 square meters of land with a gross building area (including ancillary spaces) of 25,200 square meters. The hotel offers a total capacity of 262 rooms (keys).
Furthermore, a long-term lease agreement (triple-net) for the Hotels has been negotiated, with an initial term of 15 years and an option for a 10-year extension (5 + 5 years) with the NLTG Group, which has managed both hotels for an extensive period—50 years for "Sunwing Kallithea Beach" and 40 years for "Sunwing Makrigialos & Ocean Beach Club." This transaction, which includes both the share transfer and the long-term lease agreements, is collectively referred to as the "Transaction."
NLTG HH has expressed its intention to participate in the Capital Increase for a total amount of €10,374,080, to be offset against an equivalent amount of debt owed by the Company to NLTG HH. This debt, which is part of the consideration for the acquisition of shares under the SPA, amounts to €10,374,080, and the offset will be executed in accordance with Article 20(4) of Law 4548/2018.
The deadline for completing the Capital Increase via debt offset is set at a maximum of four (4) months from the registration of the decision with the General Registry of Companies, in accordance with Article 20(2) of Law 4548/2018.
The Company has submitted an application to the Companies Directorate, Listed Companies Department, of the General Secretariat of Commerce, Ministry of Development, for approval of the corresponding amendment to Article 5 (Share Capital) of the Company’s Articles of Association to reflect the share capital increase. Upon approval, the necessary steps will be taken to register the amendment in the General Commercial Registry (G.E.M.H.).
