Announcement of Regulated information pursuant to Law 3556/2007 Notification of major holdings Law 3556/2007
OPAP S.A. (the “Company”, “Issuer”), pursuant to the provisions of Law 3556/2007 and following disclosure received by VALEA FOUNDATION on 29.06.2023, announces the following:
According to the previous notification of major holdings of VALEA FOUNDATION of 6 January 2022, VALEA FOUNDATION as of 16 December 2021 indirectly held 47.13% of the shares and voting rights in the Issuer, through Allwyn International a.s. and Allwyn Greece & Cyprus Holding Ltd.
Following the above, VALEA FOUNDATION increased its indirect participation in the Issuer through:
- Allwyn International a.s. and Allwyn Greece & Cyprus Holding Ltd participation in the Issuer’s share capital increase from the reinvestment of the remaining dividend for the financial year 2021 in accordance with the decisions of the Issuer’s Board of Directors of 9 June 2022 and 4 August 2022 (the “Scrip Programme – Dividend Financial Year 2021”); as a result of the participation in the Scrip Programme – Dividend Financial Year 2021, Allwyn International a.s. increased its direct participation by approximately 0.21% of the total shares and voting rights in the Issuer and Allwyn Greece & Cyprus Holding Ltd increased its direct participation by approximately 0.43% of the total shares and voting rights in the Issuer;
- Allwyn International a.s. and Allwyn Greece & Cyprus Holding Ltd participation in the Issuer’s share capital increase from the reinvestment of the interim dividend for the financial year 2022 in accordance with the decisions of the Issuer’s Board of Directors of 6 September 2022 and 7 November 2022 (the “Scrip Programme – Interim Dividend Financial Year 2022”); as a result of the participation in the Scrip Programme – Interim Dividend Financial Year 2022, Allwyn International a.s. decreased its direct participation by approximately 0.14% of the total shares and voting rights in the Issuer and Allwyn Greece & Cyprus Holding Ltd increased its direct participation by approximately 0.18% of the total shares and voting rights in the Issuer;
- Allwyn International a.s. and Allwyn Greece & Cyprus Holding Ltd participation in the Issuer’s share capital increase from the reinvestment of the remaining dividend for the financial year 2022 in accordance with the decisions of the Issuer’s Board of Directors of 27 April 2023 and 23 June 2023 (the “Scrip Programme – Dividend Financial Year 2022”); as a result of the participation in the Scrip Programme – Dividend Financial Year 2022, Allwyn International a.s. increased its direct participation by approximately 0.38% of the total shares and voting rights in the Issuer and Allwyn Greece & Cyprus Holding Ltd decreased its direct participation by approximately 0.04% of the total shares and voting rights in the Issuer;
- Allwyn International a.s.’ acquisitions from the market in total amount of Issuer’s shares corresponding to approximately 2.03% of the total paid-up share capital of the Issuer.
The participation of Allwyn International a.s. and Allwyn Greece & Cyprus Holding Ltd in the Scrip Programme – Dividend Financial Year 2022 (as per item 3. above) resulted in VALEA FOUNDATION crossing the 50% threshold provided for in article 9, paragraph 1, of Law 3556/2007 on 27 June 2023.
Following the above, as well as the acquisition by Allwyn International a.s. on 31 March 2023 of all of the shares in Sazka Delta Management Ltd. held by Mr. Georgios Melissanidis through the entity Georgiella Holdings Co. Limited, as a result of which Allwyn International a.s. holds all (100%) of the shares and voting rights in Sazka Delta Management Ltd. (which, for the avoidance of doubt, did not result in any change to the total number of shares and voting rights controlled by VALEA FOUNDATION), the chain of entities through which VALEA FOUNDATION indirectly as of 27 June 2023 held voting rights in the Issuer is 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 all shares of Allwyn AG through which it exercises sole control over Allwyn AG. Allwyn AG is the sole shareholder of Allwyn International a.s. Allwyn International a.s. directly held 16.63% of the shares and voting rights in the Issuer.
In addition, Allwyn International a.s. holds all shares and voting rights in Sazka Delta Management Ltd. Sazka Delta Management Ltd. is the only entity having voting rights in SAZKA Delta AIF Variable Capital Investment Company Ltd., which is the sole shareholder of Allwyn Greece & Cyprus Holding Ltd. Allwyn Greece & Cyprus Holding Ltd directly held 33.55% of the shares and voting rights in the issuer.
As on the date on which the threshold was crossed, the direct shareholders of the Issuer were Allwyn International a.s. with a percentage of 16.63% and Allwyn Greece & Cyprus Holding Ltd with a percentage of 33.55%. As a result, based on the concerted action of all entities referred to in the below table, all these entities indirectly as of 27 June 2023 controlled in total 50.18% 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
|
Total of both if it equals or is higher than the notifiable threshold
|
|
VALEA FOUNDATION
|
50.18%
|
50.18%
|
|
Valea Holding AG
|
50.18%
|
50.18%
|
|
KKCG Holding AG
|
50.18%
|
50.18%
|
|
KKCG AG
|
50.18%
|
50.18%
|
|
Allwyn AG (formerly SAZKA Entertainment AG)
|
50.18%
|
50.18%
|
|
Allwyn International a.s. (formerly SAZKA Group a.s.)
|
50.18%
|
50.18%
|
|
Sazka Delta Management Ltd. (formerly Emma Delta Management Ltd.)
|
50.18%
|
50.18%
|
|
SAZKA Delta AIF Variable Capital Investment Company Ltd. (formerly Emma Delta Variable Capital Investment Company Ltd.)
|
50.18%
|
50.18%
|
|
Allwyn Greece & Cyprus Holding Ltd (formerly SAZKA Delta Hellenic Holdings Limited)
|
50.18%
|
50.18%
|
In total, VALEA FOUNDATION, as of 27 June 2023 indirectly controlled 50.18% of the total share capital and voting rights of the Issuer.
Athens, 30 June 2023
OPAP S.A.