The newsletter on the acquisition of HELEXT by Euronext was released Monday.
Euronext offers 0.050 shares for each HELEX stock.
Based on the closure of Euronext’s stock on Friday at 124.3 euros, the exchange corresponds to EUR 6.22 per share of HELEX.
The procedure will be completed if at least 67% of the HELEX shares will have been offered at the end of the acceptance period.
It is noted that the original proposal valued the HELEX price of 6.90 euros, while in late July the bid rose to 7.14 euros.
The final proposal was much lower, at € 6.22, due to the decline in Euronext’s stock.
The announcement
According to Law 3461/2006, as amended (“Law”), July 30, 2025 (the “Date of Public Proposal”), Euronext NV (“Euronext” or “Proposer”, and jointly with all direct or indirectly, fully or partially, audited subsidiaries, “EURONEX”) Submission of an optional public proposal for shares (the “Public Proposal”) for the acquisition of all common registration shares, a nominal value of € 0.42 each (each, “APEHE share”), published by “HELLENIC SUBJECTION” Its subsidiaries, the “Group of AHTEHE”), in exchange for new common shares of the proposer, a nominal value of € 1.60 each (each, “offered share offered”), with a ratio of 0.050 offered for each (1) ATHEX share, in accordance with the provisions.
Regulatory approvals
Euronext announces the following:
(a) Issuing a statement of non -opposition by the competent national regulators on the coordinated regulation and supervision of Euronext, namely the AMF, AFM, CBI, NFSA, FSMA, CMVM and CONSOB on October 2, 2025, and
(b) The approval by the Capital Market Commission (“EC”) of the information report written by Euronext in the framework of the public proposal in accordance with the law (“The Information Bulletin”) on October 3, 2025.
Euronext has received all the required regulatory approvals for the commencement of the acceptance period (as defined below).
Deutsche Bank AG acts as a consultant to Euronext in the context of the public proposal, in accordance with Article 12 of the Law (the “Advisor”).
Following is a summary of the expected timetable of the main events for the public proposal:
Note: The above date of November 24 presupposes that all approvals referred to in section 7 below have been fulfilled.
Period
The time period during which ATHEX shares (the “shareholders”) can accept the public proposal by submitting a relevant written acceptance statement (the “acceptance statement”) to a mediator (eg bank, stock market, investment company or other investment company) “SAT”, respectively) through which ATHEX shares are registered on October 6, 2025 at 08:00 am. and expires on November 17, 2025 at 02:00 pm (the “period of acceptance”).
Alternatively, for their own facility, shareholders wishing to accept the public proposal can, on their own initiative, authorize the participant through which ATHEX shares are registered, to supplement, sign, submit or send the statement of acceptance and generally. The forms of the acceptance statement will be available through the participant throughout the acceptance period during business days and hours.
The public proposal
At the date of the public proposal, the Euronext Group did not hold Athex directly or indirectly.
The companies of the Euronext Group are acting in coordinated with the proposal for the purposes of the public proposal, in accordance with Article 2, case (e) of the law. There are no other persons acting in coordinated with the proposal for the purposes of the public proposal, in accordance with Article 2, case (e) of the law.
On July 30, 2025, the proposal and Athex signed a cooperation agreement, which determines the details of their cooperation with respect to the public proposal (the “cooperation agreement”). The cooperation agreement stipulates, inter alia, that Athex will not offer the same shares in the context of the public proposal.
The following members of the ATHEX Board of Directors, who hold shares, including Managing Director Ioannis Kontopoulos, have provided irrevocable commitments to offer their shares to the public proposal, provided the issuance of a justified opinion of the Athex Board of Directors.
Compensation
In return for each ATHEX share that is legally and validly offered in the context of the public proposal, and in accordance with the first period referred to in Article 9 (1) of the Law, Euronext offers 0.050 offered for each (1) share ATHEX (the “compensation of public proposal”).
The proposer’s shares are kept in intangible form through the Central Stock Setup for the proposal’s shares (“Euronext Securities Milan”).
In the event that the shares are shaped by the proposer’s fractional shares, they will be paid by the proposal on the basis of the following type: the product of the (x) number of the AHTEEE shares held by the investor (Y1) of the average weighted (VWA) Public Proposal and (Y2) 0.050.
The shares offered are entitled to dividend, refund, distributions from distributed reserves or other distributions that Euronext may make after the date of settlement of the public proposal.
Euronext will undertake the payment of liquidation rights in favor of the Greek Central Stock SA SA. (‘Athexcsd’) for the registration of
Outdoor transfer of the AHTEEE shares to be offered, in accordance with the Coded Decision 18 (meeting 311/22.02.2021) of the ATHEXCSD Board of Directors, which would otherwise be burdened by the ATHEX accepted shareholders. These fees amount to 0.08% and are calculated in accordance with the provisions of that decision at a minimum charge equal to the lower between € 20 and 20% of the value of the transfer for each shareholder per values ​​account.
On the contrary, it is clarified that shareholders who do not offer the ATHEX shares they hold in the context of the public proposal, including those who choose to receive cash in exchange for the exercise of the acquisition of the acquisition or the right to exit, are responsible for all the burdens and taxes that may be included. Clearing rights in favor of ATHEXCSD while the proposal bears no responsibility or obligation to pay these charges and taxes.
In particular, on the basis of the grammatical wording of the circular of the Independent Public Revenue Authority with E.2048/2024 Protocol number, the transfer of the transferred shares to the proposal in return for the acquisition of the shares offered may be excluded from the tax provided for in Article 9 (2). All the conditions referred to in that circular are fulfilled.
This tax is 0.10% and is imposed on the sales of shares listed on the Athens Stock Exchange, but this transfer is not considered a sale within the meaning of the above provision. It is advisable for shareholders to consult their own tax consultants on the tax consequences of the public proposal they may concern, in Greece or abroad.
It should be noted that the accepted shareholder choosing to receive the shares offered or his financial intermediary (eg bank, brokerage firm, investment services company, investment company or other guardian) with whom the accepted shareholder will be involved in which the shareholder accepts a direct or indirect relationship for the receipt of the shares offered at the time of completing the settlement of the public proposal.
In the event that there is no such information, this participant may reject the receipt of the shares offered or their delivery to the participant on the part of the relevant shareholder may not be possible.
See here In detail the information bulletin
Source: Skai
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