Announcement of Regulated information pursuant to Law 3556/2007 - Notification of Substantial Holdings Law 3556/2007

Announcement of Regulated information pursuant to Law 3556/2007

Notification of Substantial Holdings Law 3556/2007

 

OPAP S.A. (the “Company”, “Issuer”), pursuant to the provisions of Law 3556/2007 and following the correct repetition of a disclosure received by VALEA FOUNDATION on 7.11.2019, as a result of the completion of the voluntary tender offer submitted by SAZKA Group a.s. for the acquisition of all ordinary, registered, voting shares of the Issuer that were not held, either directly or indirectly, by SAZKA Group a.s. and/or persons acting in concert with SAZKA Group a.s. within the meaning of article 2 (e), second subparagraph, of Law 3461/2006 (the “Tender Offer”), announces the following:

 

On 29 November 2019 expired the period of acceptance of the Tender Offer.

On 31 October 2019, SAZKA Group a.s. announced the Tender Offer results. According to the relevant announcement, 23,323,179 shares in total (the “Transferred Shares”), corresponding to approximately 7.25% of the total paid-up share capital of the Issuer (including the treasury shares held by the Issuer) have been duly and timely offered by shareholders of the Issuer to SAZKA Group a.s. in the context of the Tender Offer (the “Accepting Shareholders”).

On 4 November 2019, the Accepting Shareholders and SAZKA Group a.s. concluded an agreement for the off-exchange transfer of Transferred Shares.

Following the above, the chain of entities through which VALEA FOUNDATION indirectly holds voting rights in the Issuer are as follows:

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 7.25% of the shares and voting rights in the Issuer.

In addition, 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 direct shareholders of the Issuer are SAZKA Group a.s. with a percentage of 7.25% and Emma Delta Hellenic Holdings Ltd. with a percentage of 32.73%. As a result, based on the concerted action of all entities referred to in the below table, all these entities indirectly control in total 39.98% of the total share capital and voting rights in the Issuer, as follows:

Name

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals of is higher that the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

VALEA FOUNDATION

39.98%

__

39.98%

Valea Holding AG

39.98%

__

39.98%

KKCG Holding AG

39.98%

__

39.98%

KKCG AG

39.98%

__

39.98%

SAZKA Group a.s.

39.98%

__

39.98%

Emma Delta Management Ltd.

39.98%

__

39.98%

Emma Delta Variable Capital Investment Company Ltd.

39.98%

__

39.98%

Emma Delta Hellenic Holdings Ltd.

39.98%

__

39.98%

   

Athens, 8.11.2019

OPAP S.A.


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