The increase of the company’s share capital up to the amount of €2,515,317.20 with the issuance of 6,288,293 new common registered shares, after voting rights, shares with a nominal value of €0.40 each, with a sale price of €4.15 each , with the difference being a credit to the Company’s equity account “Difference from issuing shares at a premium” was decided, among other things, by today’s General Assembly of IDEAL HOLDINGS shareholders.
G.S. also decided to cover the above capital increase entirely with contributions in kind and in particular with the shares of BYTE COMPUTER SA in favor of the shareholders of the company in question, who will have legally and validly accepted the Optional Public Offering Proposal, with a deadline of four (4) months from the day this decision of the General Assembly will be registered in the G.E.MH., in the context of which, in accordance with article 26 paragraph 1 of Law 4548/2018, and in the absence of a contrary provision in the Company’s articles of association, no preferential right will be granted in favor of the Company’s existing shareholders, as the entire new share capital will be covered by contributions in kind,
In detail, the company IDEAL HOLDINGS SA, within the framework of its obligations arising from article 133 par. 2 of Law 4548/2018, informs the investing public that, on July 25, 2022 at 10:00, the Extraordinary General Meeting took place Meeting of its Shareholders, in a hybrid manner, i.e. with the physical presence of the shareholders at the headquarters of the Hellenic Stock Exchange-Athens Stock Exchange, in Athens and at 110 Athens Avenue, and with the participation of the shareholders remotely by teleconference in accordance with the from 30.06.2022 Invitation of its Board of Directors.
Shareholders legally attended the Meeting, representing 24,537,664 common registered shares and votes, out of a total of 31,246,615 common registered shares with voting rights, and therefore there was a quorum of 78.53% of the paid-up share capital. It is noted that the Company owns 228,644 treasury shares which, according to article 50 of Law 4548/2018, are not counted for the formation of a quorum and their rights, representation at the General Assembly and voting, are suspended. The quorum achieved allowed the Extraordinary General Assembly to discuss and take decisions on all the agenda items, as follows:
On the first item of the Agendathe General Meeting of shareholders following a legal vote: A) decided to increase the Company’s share capital up to the amount of €2,515,317.20 by issuing 6,288,293 new common registered shares, after voting rights, shares with a nominal value of €0 .40 each, with a sale price of €4.15 each, with the difference being credited to the Company’s equity account “Difference from issuing premium shares”,
B) decided to cover the above capital increase entirely with contributions in kind and in particular with the shares of the company BYTE COMPUTER A.B.E. in favor of the shareholders of the said company, who will have legally and validly accepted the Optional Public Proposal, with a deadline of four (4) months from the day this decision of the General Assembly will be registered in the G.E.MH., in the context of which, in accordance with article 26 par. 1 of Law 4548/2018 , and in the absence of a contrary provision in the Company’s articles of association, no preferential right will be granted in favor of the Company’s existing shareholders, as the entire new share capital will be covered by contributions in kind,
C) approved (i) the Explanatory Report of the Company’s Board of Directors dated 30.6.2022, to the General Meeting of shareholders, which was drawn up in accordance with the provisions of paragraphs 4.1.3.13.1, 4.1.3.13.3 and 4.1.3.13 .4 of the Regulation of the Athens Stock Exchange and the relevant provisions of Law 4548/2018 for the increase of the Company’s share capital with a contribution in kind (ii) from June 30, 2022, “Valuation Report based on Article 17 of Law 4548/ 2018” in the framework of the contribution of the company BYTE COMPUTER ABEE, to the company IDEAL HOLDINGS SA, which is signed by the audit company “Hellenic Auditing” and (iii) the one from June 30, 2022, “Report of Opinion based on paragraphs 4.1.3.13. 3 and 4.1.3.13.4 of the Regulation of the Athens Stock Exchange on the Upcoming Increase of the Share Capital of the Company IDEAL HOLDINGS SA with its coverage through a Contribution of the Company BYTE COMPUTER SA.” which is signed by the auditing company “Hellenic Auditing”
D) decided on the possibility of partial coverage of the capital increase according to article 28 of Law 4548/2018,
E) decided to define as the payment deadline the time period of four (4) months from the day on which this decision of the General Assembly will be registered in the G.E.MH.,
F) decided the introduction of the new shares to be issued as part of the capital increase to be traded on the A.A. and the provision of authorization to the Board of Directors in order to take all the necessary actions and to regulate the details for the increase and the introduction of the New Shares for trading on the A.H.A., with the right of sub-authorization to any of its members or third parties .
Minimum required quorum: 50% of the company’s total voting shares. Quorum Achieved: 78.53% of all the company’s shares that have the right to vote. Number of shares for which valid votes were cast: 24,537,664. Percentage of the represented share capital: 100%. Valid: 24,537,664. Voting and percentages of those valid: For: 24,537,664 (100%), Against: 0 (0.00%), Abstentions: 0 (0.00%).
On the second topic of the Agendathe General Meeting of shareholders following a legal vote, decided to amend article 5 of the Company’s Articles of Association, as a result of the Increase by adding subparagraph (m) of paragraph 1 of article 5, which will read as follows:
(m) With the decision of the Extraordinary General Meeting of the Company’s shareholders dated July 25, 2022, it was decided to increase the Company’s share capital by the amount of €2,515,317.20 by issuing 6,288,293 new common registered, voting shares with a nominal value of €0.40 and a sale price of €4.15 each, with a contribution in kind and specifically with the contribution of the shares of the Greek company with the name “BYTE COMPUTER ANONYMI VIOMICHANIKI KA EMPORIKI ETEIREIA”, by 100%. The difference between the nominal value and the disposal price of all the new shares, amounting to €23,581,098.75, is credited to the Company’s equity account “Difference from the issue of premium shares”.
Thus, the total share capital of the Company after the aforementioned Increase amounts to the total amount of €15,105,420,80, divided into 37,763,552 common registered voting shares, with a nominal value of €0.40 each.
Minimum required quorum: 50% of the company’s total voting shares. Quorum Achieved: 78.53% of all the company’s shares that have the right to vote. Number of shares for which valid votes were cast: 24,537,664. Percentage of the represented share capital: 100%. Valid: 24,537,664. Voting and percentages of those valid: For: 24,537,664 (100%), Against: 0 (0.00%), Abstentions: 0 (0.00%).
On the third item of the Agendathe General Assembly of shareholders following a legal vote, decided to grant authorization to the Board of Directors, according to article 24 par. 1(b) of Law 4548/2018, in order to decide on the increase of the Company’s share capital, up to the amount of €251,532 which corresponds to 10% of the shares of the remaining shareholders of the company “BYTE COMPUTER ANONYMI INDUSTRIAL AND COMMERCIAL COMPANY” who did not accept the Optional Public Offer or did not accept it legally and validly, within the prescribed period of three months from the end of the acceptance period and does not exceed three times the capital, which will exist on the date the Board of Directors is granted this authority, and this authority for the extraordinary increase of the capital has a maximum duration of one (1) year, from the moment of its administration.
Minimum required quorum: 50% of the company’s total voting shares. Quorum Achieved: 78.53% of all the company’s shares that have the right to vote. Number of shares for which valid votes were cast: 24,537,664. Percentage of the represented share capital: 100%. Valid: 24,537,664. Voting and percentages of those valid: For: 24,537,664 (100%), Against: 0 (0.00%), Abstentions: 0 (0.00%).
On the fourth topic of the Agenda, the General Meeting of shareholders following a legal vote, decided to change the use of 224,713 own shares that the Company has acquired in the context of the current Own Share Repurchase Program, so that they can be granted to the accepting BYTE shareholders, as Offered Consideration, instead of the new shares to be issued as part of the share capital increase, deviating from the already decided objectives of the plan, which is the reduction of the Company’s share capital by canceling the shares that will be purchased during its duration and/or the distribution of the shares which will be purchased from the Company’s staff and/or the staff of companies affiliated with it within the meaning of Article 32 of Law 4308/2014, in accordance with the provisions of Article 49 of Law 4548/2018, and authorized the Board of Directors to decide whether he will finally make use of the said alternative option provided to him by this Extraordinary General arrival
Minimum required quorum: 20% of the company’s total voting shares. Quorum Achieved: 78.53% of all the company’s shares that have the right to vote. Number of shares for which valid votes were cast: 24,537,664. Percentage of the represented share capital: 100%. Valid: 24,537,664. Voting and percentages of those valid: For: 24,537,664 (100%), Against: 0 (0.00%), Abstentions: 0 (0.00%).
Source: Capital
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