“Thessaloniki Port Authority S.A.” (“ThPA S.A.”), in accordance with the provisions of L. 3556/2007 and following the notifications dated 2/2/2021 and 23/3/2021, informs about the notification received on 4/6/2021 from its shareholder “SOUTH EUROPE GATEWAY THESSALONIKI-SEGT Ltd.” (SEGT), regarding the company “Belterra Investments Ltd.” (Belterra) based in Cyprus, which, by virtue of the Share Transfer Agreement (STA) dated 4/6/2021 and following the approval by the Hellenic Competition Commission with its decision under no 727/2021, proceeded to the acquisition from the company “Helanor Holdings Ltd.” (Helanor), of the remaining 70% of the shares of “Melbery Investments Ltd.” (Melbery), based in Cyprus, pursuant to the Share Purchase Agreement (SPA) between Belterra and Helanor dated 1/2/2021.
Prior to the above Agreement (STA), Buyer Belterra held without any change from 23/3/2018, the date of privatization of ThPA S.A., until today, 30% of the shares of Melbery, which holds without any change from 23/3/2018, 66,67% of SEGT, which holds without any change from 23/3/2018 until today, 67% of the shares of the listed ThPA S.A.
“Terminal Link Grèce SAS” (which is owned 100% by “Terminal Link SAS”) holds without any change from 23/3/2018 until today, the remaining 33,33% of the shares of SEGT.
Following the above transfer of shares, the Buyer Belterra became the sole shareholder of Melbery and simultaneously the majority and controlling shareholder of SEGT, with a 66,67% direct percentage. As a result of the above, Belterra indirectly acquired a 67% percentage of ThPA’s total voting rights and is subsequently required to submit a Tender Offer, as per article 7 par.1 of L. 3461/2006, since it exceeded the critical threshold of 1/3 of the total voting rights of ThPA.
It is noted again that Buyer Belterra, Seller Helanor and Melbery do not hold directly or held directly in the past, shares of ThPA S.A. and that Belterra’s controlling Ultimate Beneficial Owner is Mr. Nikos Savvidis.
The Tender Offer will be announced shortly, in accordance with the existing provisions set out in L. 3461/2006, while Buyer Belterra, according to a notification sent to the Management of the listed company ThPA S.A., informs that there is no intention of delisting from the Athens Stock Exchange.