Announcement of Regulated information pursuant to L. 3556/2007 - Notification of substantial holdings L. 3556/2007
Announcement of Regulated information pursuant to L. 3556/2007
Notification of substantial holdings L. 3556/2007
OPAP S.A. (the “Company”, “Issuer”), pursuant to the provisions of L.3556/2007 and following disclosure received by Emma Delta Hellenic Holdings Ltd. on 27.09.2019 as a result of change of the quality of control of Emma Delta Management Ltd. from joint to sole control., announces the following:
Following the amendment of the Emma Delta Shareholders' Agreement (i.e. the shareholders' agreement regarding certain rights and obligations of the shareholders of Emma Delta Management Ltd., Emma Delta Variable Capital Investment Company Ltd. and Emma Delta Hellenic Holdings Ltd.) on 27 June 2019, in conjunction with the departure of Mr. Jiri Smejc, as of 27 June 2019 Emma Delta Management Ltd. is no longer under the ultimate joint control of VALEA FOUNDATION and Mr. Georgios Melissanidis. In accordance with the terms of the Emma Delta Shareholders' Agreement, as amended and restated on 27 June 2019, VALEA FOUNDATION exercises, through SAZKA Group a.s., sole control over Emma Delta Management Ltd. within the meaning of L. 3556/2007. On this basis, the notification made on 16 July 2019 by Emma Delta Hellenic Holdings Ltd. is withdrawn and replaced by this notification.
It is the common view of SAZKA Group a.s. (and VALEA FOUNDATION, as the entity ultimately controlling SAZKA Group a.s.) and Georgiella Holdings Co. Limited (and Mr. Georgios Melissanidis, as the person ultimately controlling Georgiella Holdings Co. Limited), upon a legal and business review of the current status of the Emma Delta Shareholders' Agreement, that as of the date of entry into force of the Third Amendment to the Emma Delta Shareholders' Agreement (that is 27 June 2019), Emma Delta Management Ltd. is under the sole control of SAZKA Group a.s..
VALEA FOUNDATION has no shareholders and is not controlled by any person; the Board of Directors of VALEA FOUNDATION decides at its sole discretion, without receiving instructions from its beneficiary or from any other person, on the exercise of the voting rights of VALEA FOUNDATION in the undertakings it controls. Mr. Karel Komárek is the sole beneficiary of VALEA FOUNDATION, but he does not control VALEA FOUNDATION within the meaning of Law 3556/2007. VALEA FOUNDATION is the sole shareholder of Valea Holding AG. Valea Holding AG is the sole shareholder of KKCG Holding AG. KKCG Holding AG is the sole shareholder of KKCG AG. KKCG AG directly holds 100% of voting rights in SAZKA Group a.s. SAZKA Group a.s. holds 66.7% of the shares and voting rights in Emma Delta Management Ltd., whereas the rest 33.3% is indirectly held by Mr. Georgios Melissanidis through the entity Georgiella Holdings Co. Limited. VALEA FOUNDATION exercises sole control over Emma Delta Management Ltd. through SAZKA Group a.s., based on the shareholding of SAZKA Group a.s. in Emma Delta Management Ltd. and the Emma Delta Shareholders' Agreement. Emma Delta Management Ltd. is the only entity having voting rights in Emma Delta Variable Capital Investment Company Ltd., which is the sole shareholder of Emma Delta Hellenic Holdings Ltd. Emma Delta Hellenic Holdings Ltd. holds 32.73% of the shares and voting rights in the Issuer. The total participation in the Issuer has been adjusted following the share capital increase of OPAP S.A., as a result of the dividend reinvestment program for the remaining dividend of the financial year 2018. However, this adjustment did not give rise to a notification requirement under L. 3556/2007.
Athens, 27.09.2019
OPAP S.A.