Premia Properties, following the resolutions of its Annual General Meeting of shareholders dated 08.05.2025, during which:
(i) the increase of the Company’s share capital was approved for the purpose of raising funds up to the amount of €40,000,000, with the possibility of partial subscription, by waiving pre-emption rights and granting existing shareholders a priority allocation right to new shares in proportion to their participation in the Company’s existing share capital, and
(ii) the Board of Directors was authorized to determine the offer price and the final number of new, common, dematerialized, registered voting shares to be issued under the Share Capital Increase,
hereby announces, in accordance with Regulation (EU) 596/2014, Section 4.1.1 of the Athens Stock Exchange Rulebook, and Decision No. 25/15.04.2025 of the Hellenic Capital Market Commission Executive Committee, that its Board of Directors, by resolution dated 16.07.2025, approved the following:
(a) The offer price of the new shares was set at €1.30 per new share. Consequently, the total number of new shares to be issued under the Share Capital Increase was set at 30,769,230 (derived from dividing the fundraising amount of €40,000,000 by the offer price, rounded down to the nearest whole number).
The total premium (i.e., the difference between the nominal value of €0.50 per new share and the offer price of €1.30) — amounting to €24,615,384 (in case of full subscription) — will be credited to the Company's “Share Premium” equity account.
(b) The new shares will be offered at the offer price via a public offering to retail and qualified investors, in accordance with Regulation (EU) 2017/1129, Greek Law 4706/2020, and relevant decisions by the Hellenic Capital Market Commission (the “Public Offering”), and through a private placement based on the exemptions under Article 1(4) of Regulation (EU) 2017/1129 (the “Private Placement”). Together, the Public Offering and the Private Placement constitute the “Combined Offering,” without prejudice to the priority allocation rights of existing shareholders.
(c) Eligible shareholders for the Priority Allocation Right are those registered in the DSS (Dematerialized Securities System) as of July 17, 2025 (the “Record Date”).
(d) The Combined Offering will take place from July 21, 2025 to July 23, 2025.
(e) The deadline for payment of the Share Capital Increase will not exceed four (4) months from the date of the Board resolution, in line with Articles 20(2) and 25(2) of Law 4548/2018, and will coincide with the period of the Combined Offering and any subsequent private placement of unsubscribed shares.
(f) The new shares will be allocated with priority to existing shareholders who exercised their Priority Allocation Right through the Public Offering, at a ratio of 0.3214060400610848 new shares for every existing share held. Any fractional shares resulting from the allocation will be rounded down to the nearest whole number.
(g) In the event of unsubscribed shares after satisfying all exercised Priority Allocation Rights (the “Unsubscribed Shares”), these will be offered through the Private Placement and/or the Public Offering. The distribution between these channels will be decided by the Board of Directors following the conclusion of the Combined Offering.
Unsubscribed Shares distributed through the Private Placement will be allocated at the Board’s discretion.
Unsubscribed Shares distributed through the Public Offering will be allocated as follows:
(i) If there is no oversubscription, all valid subscription requests submitted during the Public Offering will be fully satisfied.
(ii) In case of oversubscription, excess demand from existing shareholders (who requested more shares than those allotted through their Priority Allocation Right) will be added to the demand from other investors. All will be allocated proportionally (pro rata), to the extent Unsubscribed Shares remain available.
Any remaining Unsubscribed Shares after the Combined Offering may be allocated at the offer price within one (1) business day following the Offering’s conclusion, at the Board’s discretion.
(h) €3 million of the raised capital will be used to cover working capital needs of the Group, excluding any capital returns or dividend distributions.
The funds may be used either directly by the Company or by its subsidiaries.
The Company intends to utilize the raised funds as outlined above within eighteen (18) months and, in any case, no later than thirty (30) months from the date of Share Capital Increase certification.
In the event of partial subscription, the net proceeds will first be allocated to purpose (i) until the budgeted amount is exhausted, and then to purpose (ii).
Pending full deployment, proceeds will be placed in low-risk, liquid investments, such as term deposits, sight accounts, or repurchase agreements.
More information on the new shares, the Share Capital Increase, and procedures for participation in the Public Offering and exercising the Priority Allocation Right will be included in the document to be published by the Company under Articles 1.4.(d)(ii) and 1.5.(b)(i) of Regulation (EU) 2017/1129 and Annex IX thereof. A separate Company announcement will inform the investing public of its availability.
