\n
Alpha BankAlpha Bank<\/b> announced on Tuesday the submission of a voluntary public offer<\/b> to acquire 100% of Alpha Trust Holdings at a price of EUR 20.20 per share<\/b>. <\/p>\n
In detail: <\/p>\n
The Public Offer is for the acquisition of all of the Company’s Shares. <\/b><\/p>\n The public limited company under the name ALPHA TRUST HOLDINGS S.A. and the distinctive title ALPHA TRUST HOLDINGS,<\/b> which is registered in the General Commercial Register (C.E.M.I.) with the number 000882401000 and is located in the Municipality of Kifissia, Attica, 21 Tatoi Street, P.O. Box 14561. <\/p>\n The main activity of the Company is the participation in companies and businesses of any form and purpose, the provision of consulting, administrative organization and financial services, as well as the development and exploitation of real estate. <\/p>\n The Proposer is a Greek limited liability company under the name “Alpha Bank Anonimos Company”, licensed by the European Central Bank (ECB) as a credit institution, which is registered in the General Register of Companies under the number 159029160000, located in Athens, at 40 Stadiou Street, P.O. Box 102 52 and is the parent company of the Alpha Bank Group. <\/p>\n The Alpha Bank Group<\/b> is one of the leading banking and financial services groups in Greece, offering a wide range of services including retail banking, corporate banking, fund management and private banking, insurance product distribution, investment banking and brokerage, treasury and real estate management. <\/p>\n In addition to Greece, Alpha Bank Group is also active in markets in Southeast Europe (Cyprus) and also maintains a presence in the UK (through its wholly owned subsidiary, Alpha Bank London Limited) and Luxembourg. The Promoter is a listed company on the Main Market of the Athens Stock Exchange. <\/p>\n The principal shareholder of the Proposer is UniCredit S.p.A., which directly holds 29.796% of the voting rights of the company. The above shareholding may increase to 32.069%, following the physical settlement of financial products acquired (and the securing of all necessary regulatory approvals), which may result in the acquisition of additional ordinary voting shares, representing 2.272% of the total voting rights of the Proponent. <\/b><\/p>\n Please note that in the context of the Public Offer, persons acting in concert with the Promoter as defined in section 2(e) of the Act (the “Coordinated Persons”) are the affiliates of the Promoter which fall within the definition of Coordinated Persons under section 2(e) of the Act and do not hold, directly or indirectly, any Shares in the Company. Other than these persons, there are no other natural or legal third parties acting in concert with the Proponent within the meaning of Article 2(e) of the Act. <\/p>\n is acting as adviser to the Proponent for the purposes of the Public Offer in accordance with section 12 of the Act (the “Adviser”). AXIA VENTURES GROUP LTD is incorporated in Cyprus, with its registered office in Nicosia, at 10 Kranidiotis Street, No. 10, Office 102, P.O. Box 1065, is registered with the competent companies register under registration number HE221203, is supervised by the Cyprus Securities and Exchange Commission and is an investment services company entitled to provide in Cyprus the investment service of Annex I, Section A, items 6 and 7 of Law 4514\/2018, as amended. <\/p>\n As at the date of the Public Offer, the paid-up share capital of the Company amounts to 1.134,267.84 and is divided into 3,150,744 Shares, which are traded on the Main Market of the Athens Stock Exchange (the “ASX”) under the ticker symbol “ATRAST”. As at the Public Offer Date, the Promoter and the Coordinated Persons did not hold, directly or indirectly, any Shares or voting rights in the Company. <\/p>\n The Public Offer is for the acquisition of all the Shares, namely 3,150.744 Shares, representing 100% of the total paid-up share capital and voting rights of the Company (the “Public Offer Shares”). 6. MOST NUMBER OF SHARES TO BE ACQUIRED BY THE PROPOSER<\/b> Under the Public Offer, the Proposer commits <\/p>\n The minimum number of Shares that must be lawfully and validly tendered to the Proposer for the Public Offer to be valid is 2,100.601 Shares, representing 66.67% of the total paid-up share capital and voting rights of the Company, the exercise of which is not suspended (the “Minimum Number of Shares”). The minimum number of Shares above is a condition for the Public Offer to be valid. This number may be revised in accordance with the provisions of the Act. <\/b><\/p>\n The Offeror does not intend to make any acquisitions of Shares in the Company, whether through the Athens Stock Exchange or over-the-counter, during the period from the date of the Public Offer until the expiry of the acceptance period of the Public Offer, except for the Shares to be offered to it by the shareholders of the Company under the Public Offer and the Shares under S.A.M., as set out below. <\/p>\n The Offeror, has entered into 10 share purchase and sale agreements, dated 4 April 2026 (the “S.A.M. Agreements”) to acquire, at the Offer Price (as defined below), a total of 2.193,345 shares and voting rights, representing 69.61% of the total paid-up share capital and voting rights of the Company (the “Shares under S.A.M.”). <\/p>\n The S.A.M.s contain terms and conditions customary for such transactions, including conditions precedent, such as obtaining all necessary regulatory approvals and authorizations. More specifically, the Proponent has entered into an agreement to acquire the shareholdings of 10 shareholders of the Company, subject to the receipt of the requisite approvals from the relevant regulatory authority, namely the Securities and Exchange Commission. <\/b><\/p>\n Specifically: – the first share purchase and sale agreement (S.A.M.1) was signed between the Proponent and Mr. Phaedon – Theodore Tamvakakis, shareholder and Chairman of the Board of Directors of the Company, for the acquisition of a total of 683,622 shares of the Company, representing 21.697% of the shares and voting rights of the Company; – the second share purchase and sale agreement (S.A.M.2) was signed between the Proponent and Mr. Christodoulos Aisopos, shareholder and member of the Board of Directors of the Company, for the acquisition of 206,622 shares of the Company, representing 6.557% of the shares and voting rights of the Company, – the third share purchase agreement (S.A.M.3) was signed between the Proponent and Messrs. Georgia Dometios, Michael Hatzidakis, Angeliki Hatzidakis – Non-Executive Director of the Company, and Vasiliki Hatzidakis, shareholders who are joint holders of a Common Investment Unit, for the acquisition of 670 shares.045 shares of the Company, representing 21.266% of the Company’s shares and voting rights, 4 – the fourth share purchase and sale agreement (S.A.M.4) was signed between the Proponent and Mr. Nikolaos-Alexander Komninos, shareholder of the Company, for the acquisition of 185,000 shares of the Company, representing 5.871% of the shares and voting rights of the Company, – the fifth share purchase agreement (S.A.M.5) was signed between the Proponent and Mr. Theodore Fessas, shareholder of the Company, for the acquisition of 155,000 shares of the Company, representing 4.919% of the shares and voting rights of the Company, – the sixth share purchase agreement (S.A.M.6) was signed between the Proponent and Ms. Panagiota Zagaris, shareholder of the Company, for the acquisition of 144,200 shares of the Company, representing 4.576% of the shares and voting rights of the Company, – the seventh share purchase and sale agreement (S.A.M.7) was signed between the Proponent and Mr. Peter Pallis, shareholder of the Company, for the acquisition of 57,400 shares of the Company, representing 1.821% of the shares and voting rights of the Company, – the eighth share purchase agreement (S.A.M.8) was signed between the Proponent and Mr. Konstantinos Adam, shareholder of the Company, for the acquisition of 41,020 shares of the Company, representing 1.301% of the shares and voting rights of the Company, – the ninth share purchase agreement (S.A.M.9) was signed between the Proponent and Mr. Dimitrios Dalipi, shareholder of the Company, for the acquisition of 32,936 shares of the Company, representing 1.045% of the shares and voting rights of the Company, – the tenth share purchase and sale agreement (S.A.M.10) was signed between the Proponent and Mr. Dimitrios Dalipi, shareholder of the Company, for the acquisition of 32,936 shares of the Company, representing 1.045% of the shares and voting rights of the Company, – the tenth share purchase and sale agreement (S.A.M.10) was signed between the Proponent and Mr. Konstantinos Mavropoulos and Mr. Anastasios Mavropoulos, shareholders of the Company, who are co-owners of a Common Investment Unit, for the acquisition of 17.500 shares of the Company, representing 0.555% of the shares and voting rights of the Company, No other agreement exists and is not expected to exist until the completion of the Public Offering with any existing, new or interested shareholder in relation to the Company and the Public Offering other than the obligation of the Selling Agents 1 and 2 to arrange for the conduct of the business of the Company in the ordinary course of business until the completion of the Public Offering. Given that the Offeror is interested in acquiring 100% of the Company’s Shares, the Offeror has decided to make an optional Public Offer, in accordance with the provisions of the Act, addressed to all Shareholders, with a view to acquiring all of the Shares of the Company, in conjunction with the acquisition of the Shares under S.A.M. The Vendors will transfer the Shares under the S.A.M. to the Offeror within the Acceptance Period, as set out in the relevant S.A.M., and in particular, once the conditions to the Public Offer (as set out below) have been satisfied by way of an OTC transaction. <\/p>\n Pursuant to Article 9 of the Act, the Offeror will pay EUR 20.20 (the “Offered Fee”), in cash, for each Public Offer Share lawfully and validly offered to it (the “Offered Shares”) within the acceptance period of the Public Offer (the “Acceptance Period 5”). The following is noted in relation to the Offered Fee: <\/p>\n (a) the volume weighted average trading price of the Shares (“TSXT”) during the six (6) months preceding the date of the Public Offer, i.e. 06\/04\/2026, is EUR 12.97, and therefore the Offered Consideration exceeds by 55,71% of the NAV of the Shares during the six (6) months preceding the date of the Public Offer, <\/p>\n (b) neither the Offeror nor any Coordinated Person acquired Shares during the twelve (12) months preceding the date of the Public Offer. <\/p>\n (c) The Offeror has appointed the auditing firm “Q.A.S. Chartered Accountants Ltd.”, incorporated in Greece, having its registered office in the municipality of Athens, 16, Panepistimiou Street, P.O. Box 10672, Athens, Greece and registered with the General Register of Companies. 006980901000 (the “Valuer”), as an independent valuer for carrying out a valuation (the “Valuation”) and preparing the relevant valuation report (the “Valuation Report”) for the securities which are the subject of the Public Offer, in the context of article 9, para. 6 and 7 of the Law, as during the six (6) months preceding the Public Offer Date, the transactions carried out in the Company’s Shares did not exceed 10% of the total number of the Company’s Shares, namely 4.24% of the total number of Shares. <\/p>\n The price resulting from the above valuation amounts to 17.84 Euro per Share and, therefore, the Offer Price exceeds the price determined by the Valuer by 13.23%. The relevant Valuation Report is published, pursuant to article 16 par. 1 of the Law. For information, it is noted that none of the other conditions referred to in Article 9 para. 6 of the Law. <\/p>\n Given the above, the Offered Price is reasonable and fair in accordance with para. 4 and para. 6 of Article 9 of the Law. It is noted that, as stated by the Valuer and the Proposer, the Valuer meets the criteria of Article 9, para. 6 and 7, of the Law, namely: <\/b>(a) is of recognized standing; and (b) has the necessary organization, staff and experience in business valuations. In addition, according to the statement of the Valuer and the Proponent, the Valuer is independent of the Proponent and the Company and in particular, the Valuer does not have nor has had in the last five (5) years a professional relationship or collaboration with the Proponent or the Coordinated Persons and\/or the Company and its related persons. In addition to the Offered Price, the Proponent will undertake, on behalf of the Accepting Shareholders, to pay the liquidation rights for the transfer of the Offered Shares in favour of ELKAT, as provided for in the Annex to the codified resolution 18 (meeting 311\/22.02.2021) of the Board of Directors of ELKAT, as applicable, and currently amount to 0.08% on the transfer value of the Offer Shares, which is calculated (per transfer order) as the product of the number of Offer Shares multiplied by the higher of the following values: <\/p>\n (i) the Offered Price, and (ii) the closing price of the Shares on the Athens Stock Exchange on the previous business day of the day of submission of the required documents pursuant to article 46 of the S.A.T. Operating Regulations, as applicable, with a minimum charge equal to the lesser of \u20ac20 and 20% of the transfer value per accepted Shareholder. 6 The Proponent will not assume on behalf of the Accepting Shareholders the payment of the amount attributable to the tax provided for in Article 9 of Law 2579\/1998, which currently amounts to 0.10% of the transaction value for the transfer of the Offer Shares to the Proponent, and will be borne by the Accepting Shareholders. <\/p>\n Pursuant to Article 9, paragraph 3 of the Law, the credit institution AEGEAN BALTIC BANK ANONYMOUS BANK, legally established and operating in Greece, has certified that the Proponent has the means to pay the Offer Price for all of the Offer Shares and the clearing rights payable by and to the Accepting Shareholders for the transfer of the Offer Shares to E.However, AEGEAN BALTIC BANK S.A. does not provide a guarantee, within the meaning of Articles 847 et seq. of the Civil Code, for the fulfilment of the financial and other obligations undertaken by the Offeror in the context of the Public Offer. <\/p>\n The Public Offer is not subject to any conditions, other than the receipt of the necessary regulatory approvals from the following authorities and committees in Greece, namely. (by the acquisition of indirect control by the Proponent over the subsidiary of the Company) “Alpha Trust Unipersonal Anonymous Mutual Fund Management and Alternative Investment Fund Management Company”, and the acquisition of an indirect qualifying holding in it by UniCredit S.p.A. and (b) approval or declaration of non-objection by the C.C. to the acquisition by the Proponent of an indirect qualifying holding in ALPHA TRUST – AN INDIVIDUAL HOLDING FUND INVESTMENT COMPANY. It is noted, as stated above, that the completion of the Public Offer further requires the acquisition by the Proposer of the Minimum Number of Shares. If (i) the above condition of the Minimum Number of Shares is not fulfilled at the end of the Acceptance Period and\/or (ii) the Criteria are not met, the Public Offer will be automatically cancelled, i.e. it will have no legal effect, and the tendered Shares of the Company will be returned to their holders. <\/p>\n The implementation of the Public Offer is subject to the approval of the Prospectus by the SC, which will contain all the terms and conditions of the Public Offer. The Acceptance Period, pursuant to Article 18, paragraph 2 of the Law, will commence from the publication of the Information Document following its approval by the CC. Upon completion of the Public Offer and provided that the Proponent and the Coordinated Persons will already hold in aggregate Shares representing at least 90% of the total voting rights of the Company, the Proponent:<\/b> 7 (a) Will exercise the squeeze-out right within the prescribed period of three (3) months from the end of the Acceptance Period, in accordance with Article 27 of the Law and Resolution 1\/644\/22.4.2013 of the Board of Directors of E.K., and will require the transfer to him\/her, at a price per Share equal to the Offered Price, of all the Shares of the remaining shareholders who have not accepted the Public Offer (the “Right of Redemption”). (b) He\/she will be obliged, in accordance with Article 28 of the Law and Resolution 1\/409\/29.12.2006 of the Board of Directors of C.K., to acquire on the stock exchange all the Shares offered to it within a period of three (3) months from the publication of the results of the Public Offer at a price per Share equal to the Offered Consideration (the “Exit Right”). Simultaneously with the publication of the results of the Public Offer, the Offeror will also publish the Exit Right of the Shareholders. <\/p>\n After the completion of the Public Offer and the exercise of the Exit Right, provided that the Offeror holds 95% of the Company’s share capital, the Offeror will convene a General Meeting of the Company’s Shareholders to decide on the delisting of the Shares from the Stock Exchange pursuant to Article 17 para. 5 of Law 3371\/2005, in which the Proponent will vote in favour of this resolution. Following the adoption of this resolution by the General Meeting of the Company’s Shareholders, the Company will submit to the SC a request for delisting of the Company from the Stock Exchange. <\/p>\n In any case, provided that at least the Minimum Number of Shares <\/b>(i.e. even if the Proposer has been lawfully and validly offered to the Proposer at least the Minimum Number of Shares <\/b>(i.e. even if the Proposer fails to acquire a 90% shareholding in the Company in order to be able to exercise the Repurchase Right), the Proposer, subject to the necessary decisions being taken by the relevant corporate bodies of the Proponent and the Company, <\/b>as well as all necessary approvals and authorisations from the relevant regulatory authorities, intends to proceed with the integration of the Company<\/b> and its subsidiaries into the Alpha Bank Group, through a merger or any other corporate transformation in order to achieve further synergies. <\/b><\/p>\n The Public Offer is addressed to such holders of Shares as may be lawfully addressed to them. The Public Offer may be made to certain persons who reside, have citizenship or are citizens in jurisdictions outside the Hellenic Republic or to an agent, custodian or trustee of such persons (the “Non-Hellenic Shareholders”) in accordance with the laws of the relevant country, other than in countries where, in accordance with the relevant laws, rules or regulations, the filing, conduct or presentation of the Tender Offer or the mailing\/distribution of this announcement, the Information Statement, the Letter of Acceptance and any other relevant document or form (together the “Tender Offer Documents”) is prohibited or constitutes a violation of any applicable law, rule or regulation (together the “Exempted Countries”). <\/p>\n In particular, the Public Offer is not directed, directly or indirectly, by mail or other means, to or in the Exempted Countries. Accordingly, copies of any Public Offer Document will not be and should not be, directly or indirectly, mailed, forwarded, or in any way sent by any person to or from any of the Exempted Countries. <\/p>\n <\/body><\/html>.<\/p>\n","protected":false},"excerpt":{"rendered":" \n Alpha Bank announced on Tuesday the submission of a voluntary public offer for the acquisition of 100% of Alpha Trust Holdings, for a price of …<\/p>\n","protected":false},"author":1,"featured_media":601,"comment_status":"","ping_status":"","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"footnotes":""},"categories":[5],"tags":[],"class_list":["post-600","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-business"],"acf":[],"_links":{"self":[{"href":"https:\/\/en.tomanifesto.gr\/index.php?rest_route=\/wp\/v2\/posts\/600","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/en.tomanifesto.gr\/index.php?rest_route=\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/en.tomanifesto.gr\/index.php?rest_route=\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/en.tomanifesto.gr\/index.php?rest_route=\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/en.tomanifesto.gr\/index.php?rest_route=%2Fwp%2Fv2%2Fcomments&post=600"}],"version-history":[{"count":0,"href":"https:\/\/en.tomanifesto.gr\/index.php?rest_route=\/wp\/v2\/posts\/600\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/en.tomanifesto.gr\/index.php?rest_route=\/wp\/v2\/media\/601"}],"wp:attachment":[{"href":"https:\/\/en.tomanifesto.gr\/index.php?rest_route=%2Fwp%2Fv2%2Fmedia&parent=600"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/en.tomanifesto.gr\/index.php?rest_route=%2Fwp%2Fv2%2Fcategories&post=600"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/en.tomanifesto.gr\/index.php?rest_route=%2Fwp%2Fv2%2Ftags&post=600"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}} 1. COMPANY SUBJECT TO THE PUBLIC OFFER<\/strong> <\/h3>\n
2. PROPOSER<\/strong> <\/h3>\n<\/h3>\n
3. ADVISER TO THE PROPOSER AXIA VENTURES GROUP LTD<\/strong> <\/h3>\n
4. NUMBER OF SHAREHOLDERS OF THE COMPANY HELD BY THE PROPOSER AND THE ASSOCIATED PERSONS<\/strong> <\/h3>\n
5. SECURITIES SUBJECT TO THE PUBLIC OFFER<\/strong> <\/h3>\n<\/h3>\n
7. MINIMUM NUMBER OF SHARES TO BE ACQUIRED BY THE PROPOSER<\/strong> <\/h3>\n
8. MARKET PURCHASES OF SHARES<\/strong> <\/h3>\n
9. SPECIAL AGREEMENTS RELATING TO THE PUBLIC OFFER<\/strong> <\/h3>\n
10. OFFERED FEE<\/strong> <\/h3>\n
11. CONDITIONS OF THE PUBLIC OFFER<\/strong> <\/h3>\n
12. NOTES REGARDING THE PUBLIC OFFER<\/strong> <\/h3>\n<\/h3>\n
SIGNIFICANT NOTES<\/strong> <\/h3>\n