Information Document

 

Information Document

under Article 1 (4)(h) of Regulation (ΕU) 2017/1129 on the dividends paid out from previous years profits to existing shareholders in the form of shares of the same class as the shares in respect of which such dividends are paid

Date of issue: 11.09.2024 

 

ALPHA TRUST – ANDROMEDA Investment Trust S.A., as part of the approval of the five-year dividend reinvestment program (2023 - 2028) ("Program") by the Extraordinary General Meeting dated 26.07.2023, informs investors regarding the extraordinary increase in its share capital up (nominal value) to the amount of € 324.242,19 by issuing up to 94.325 new ordinary, registered shares with voting rights, which was decided by the Company’s Board of Directors at its meeting on 11.09.2024, after the relevant authorization was granted by the aforementioned Extraordinary General Meeting, in accordance with Article 24 (1)(b) of Law 4548/2018.

By establishing this Program, the Company provides the Shareholders with the opportunity to choose whether they wish to receive the entire dividend from the distribution of previous year’s profits in cash, to which they are entitled, or to reinvest the amount in question in the Company or to combine the above two options of withdrawing the relevant profits in such a way that they receive part of the profits, to which they are entitled, in cash and reinvest the remaining amount in the Company's shares, thus giving the Company the opportunity to further utilize its cash for the implementation of its long-term investment plans in order to maximize the Company's value.

The Company, by resolution of its Board of Directors dated 11.09.2024 decided to distribute a dividend from previous years profits in the total amount of € 616.889,37 giving the shareholders the option to choose whether they wish to receive the entire dividend, to which they are entitled, in cash or to reinvest the said amount in the Company or to combine the above two options  and receive a portion in cash and reinvest the remaining amount by taking shares of the Company as follows:

  1. The right to receive the aforementioned dividend from the distribution of previous year’s profits, either in the form of shares, or in cash, or by a combination of the aforementioned options is granted to the Company's shareholders who will be registered in the records of the Dematerialised Securities System on Tuesday 22.10.2024 (record date), while from Monday 21.10.2024 the Company's shares will be traded without the right to receive the dividend from previous years profits (cut-off date).
  2. There is no withholding tax on the dividend amount from the distribution of previous year’s profits, according to Article 46 of Law 4172/2013, as amended and in force.
  3. The beneficiaries of the dividend distribution from previous year’s profits may choose to receive the above dividend in cash or in the form of shares by reinvesting this amount in the Company or to combine the above two options, between Wednesday 23.10.2024 and Tuesday 05.11.2024 inclusive, by submitting a written declaration to the Participants of the Dematerialised Securities System (DSS).
  4. No share fractions will be issued and therefore the dividend reinvestment will be made for an amount corresponding to an integer number of shares and the remaining amount of each shareholder's dividend, resulting in a share fraction, will be paid to the shareholder in cash on the dividend payment date.
  5. If shareholders choose to receive shares, the Company's share capital will be increased accordingly and new shares will be issued, which will be credited to the shares and securities accounts declared by the shareholders who choose this option. The new shares will be ordinary, registered shares with voting rights and with a right to participation in any subsequent dividend payment. The total amount of the share premium value will be credited to the "Share premium account”.
  6. The new shares will be issued at a price equal to the average of the first five daily VWAP-Volume Weighted Average Price of the selection period (i.e. from 23.10.2024 to 30.10.2024), reduced by 1% (discount rate), rounded to the next highest second decimal place.
  7. New shares are not charged with transaction costs.
  8. The new shares are expected to be admitted to trading on the same date as the date of payment of the dividend from previous year’s profits, which will take place on Friday 15.11.2024.

As a consequence of the above increase, Article 5 of the Company's Articles of Association will be amended to include the changes in the Company's share capital and the number of its shares that this increase entails. In case of partial reinvestment of the dividend from previous year’s profits and therefore partial subscription for the increase, the Board of Directors will adapt Article 5 of the Articles of Association to determine the amount of the capital resulting from the partial subscription. Specifically, those shares that are not taken up by the Shareholders entitled to participate in the Program, in accordance with the specific provisions of the resolution of the Board of Directors on the extraordinary increase of the Company's share capital, will not be made available to third parties or to other Shareholders, but the share capital of the Company will be increased up to the amount of the subscription according to Article 28 of Law 4548/2018.

Finally, it is clarified that those shareholders who do not exercise, either in whole or in part, their right to invest the dividend in the Company's shares and therefore will not participate in the above share capital increase, either in whole or in part, will receive the entire or the remaining amount (respectively) of the dividend from previous year’s profits in cash.

Mr Vasileios Kletsas, CEO of the Company, is responsible for the preparation of the Information Document and the accuracy of its content.

This Information Document can be obtained in hard copy from the Company's offices (1 Aristeidou Street, 145 61 Kifissia) and in electronic form on the official website of the Company www.andromeda.eu

For more information, interested parties may contact the Company's Shareholders' Service Unit (Shareholders' Service Unit, 1 Aristideou Street, 145 61 Kifisia, contact person Ms Maria Marina Printsiou, tel. (+30) 2106289341).

 

For the Company

 ALPHA TRUST – ΑΝΔΡΟΜΕΔΑ Investment Trust S.A.

Vasileios Kletsas