IMPORTANT NOTICE - DISCLAIMER
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
TRASTOR REAL ESTATE INVESTMENT COMPANY S.A.
ANNOUNCEMENT
ATHENS, Greece, May 12, 2026 (GLOBE NEWSWIRE) -- Trastor REIC launches a combined offering of new ordinary, registered, voting shares with a nominal value of €0.50 each, in the context of its share capital increase through cash payment, at a maximum offering price of €1.15 per share.
Further to the announcements dated 4 May, 6 May and 7 May 2026, Trastor Real Estate Investment Company S.A. (the "Company") informs the investing public that its Board of Directors, on 8 May 2026, resolved that the combined offering of up to 150,000,000 new ordinary registered voting shares (the "New Shares"), with a nominal value of €0.50 each, in the context of its share capital increase through cash payment resolved by its Board of Directors on 4 May 2026 (the "SCI"), will commence on Monday, 11 May 2026, at a maximum offering price of up to €1.15 per New Share.
The New Shares will be offered: (i) in Greece, to Retail and Qualified Investors, within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council (the "Regulation") and Annex II of Law 4514/2018, through a public offering, by means of a disclosure document prepared in accordance with article 1(4)(db) of the Regulation, the applicable provisions of Law 4706/2020 and the delegated decisions of the Hellenic Capital Market Commission (the "Greek Public Offering"); and (ii) outside Greece, through a private placement to qualified, institutional and other eligible investors, subject to applicable exemptions from the prospectus publication requirements under the Regulation and other applicable legislation, including in the United States pursuant to Rule 144A (the "International Offering" and, together with the Greek Public Offering, the "Combined Offering").
The period of the Greek Public Offering will be three (3) business days, commencing on 11 May 2026 at 10:00 Greece time and concluding on 13 May 2026 at 14:00 Greece time. The International Offering will take place during the same period (11 May 2026 - 13 May 2026).
The Company expects to raise gross proceeds of up to €150 million in the Combined Offering. The proceeds will be used over an approximate period of 12 months for the consideration of near-term acquisitions, to finance part of capital expenditures in relation to the near-term acquisitions and new investments, in line with the Company's investment strategy, and for related fees and expenses.
The Company's principal shareholder, Piraeus Bank, has agreed to acquire, pursuant to the terms of the International Offering and subject to customary terms and conditions, and the Company has agreed to allocate to Piraeus Bank, New Shares at the price of the Combined Offering for a minimum investment amount of €50.0 million, subject to any adjustments required to achieve a free float of at least 15% of the total common shares of the Company (including existing ordinary shares and the New Shares issued in the Combined Offering) based on the Company's total market capitalization, and certain other conditions being satisfied.
The Company and Piraeus Bank will agree to lock-up commitments for a period of 180 days from the date of commencement of trading in the New Shares.
In connection with the International Offering, Jefferies GmbH will act as Sole Global Coordinator and Joint Bookrunner, and Piraeus Bank S.A., Euroxx Securities S.A. and Eurobank S.A., will act as Joint Bookrunners.
The Company will duly inform the investors of any material developments regarding the process of the SCI and the Combined Offering.
For further information, shareholders may contact Mr. Konstantinos Giannikopoulos, Head of Investor Relations, at email k.giannikopoulos@trastor.gr.
IMPORTANT NOTICE - DISCLAIMER
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This announcement is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States unless they are registered or are exempt from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The Company does not intend to register any portion of the securities referred to herein or to conduct a public offering in the United States. Any public offering of securities to be made in the United States will be made by means of a prospectus that will contain detailed information about the Company and its management, as well as financial statements. Copies of this announcement are not being, and should not be, distributed in or sent into the United States. It may be unlawful to distribute these materials in certain jurisdictions. These materials are not for distribution in Canada, Japan or Australia. The information in these materials does not constitute an offer of securities for sale in Canada, Japan or Australia. The securities referred to herein may be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act, and outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act.
This announcement does not contain, constitute or form a part of any offer or solicitation to purchase or subscribe for securities in Australia, Canada, Japan or any other jurisdictions where to do so would constitute a violation of the laws of such jurisdiction. The offer and sale of the securities mentioned herein have not been, and will not be, registered under the securities laws of Australia, Canada or Japan.
The securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan, subject to certain exceptions.
This announcement has been prepared on the basis that any offer of the shares referred to herein in any Member State of the European Economic Area ("EEA"), other than Greece, which has implemented the Regulation (EU) 2017/1129, as amended ( the "Prospectus Regulation") (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Regulation, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of shares. Accordingly any person making or intending to make any offer in that Relevant Member State of shares which are the subject of the offering contemplated in this announcement may only do so in circumstances in which no obligation arises for the Company or any of Jefferies GmbH, Piraeus Bank S.A., Eurobank S.A. or Euroxx Securities S.A. (collectively, the "Managers") to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer.
Any subscription for securities referred to herein besides the Greek Public Offering (the "International Offering") should be made solely on the basis of the information contained in the institutional offering circular, to be issued in connection with the International Offering. There is no guarantee that the offer of shares referred to herein will complete successfully.
Neither the Company nor any of the Managers have authorised, nor do they authorise, the making of any offer of the shares referred to herein through any financial intermediary, other than offers made by the Managers which constitute the final placement of the shares contemplated in this announcement. Neither the Company nor any of the Managers have authorised, nor do they authorise, the making of any offer of shares in circumstances in which an obligation arises for the Company or any Manager to publish or supplement a prospectus for such offer.
This announcement has been prepared on the basis that any offer of the shares referred to herein in the United Kingdom will be made pursuant to an exemption under Part 1 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 ("POATRs"). Accordingly, any person making or intending to make any offer in the United Kingdom of shares which are the subject of the offering contemplated in this announcement may only do so in circumstances falling within Part 1 of Schedule 1 to the POATRs. Neither the Company nor any of the Managers have authorised, nor do they authorise, the making of any offer of the shares referred to herein through any financial intermediary, other than offers made by the Managers which constitute the final placement of the shares contemplated in this announcement. Neither the Company nor any of the Managers have authorised, nor do they authorise, the making of any offer of shares in circumstances other than those falling within Part 1 of Schedule 1 to the POATRs.
In the United Kingdom, this announcement is for distribution only to and is directed only at persons who (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorized person specializing in advising on such investments. This announcement does not constitute a recommendation concerning the offering of shares referred to herein. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Combined Offering for the person concerned.
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