Bullmarkets-Exchanges

Thursday, February 17, 2022

OPAP: the VALEA FOUNDATION, and the entities controlled by, and acting in concert with, VALEA FOUNDATION and following SAZKA Group a.s.’ acquisitions from the market since 16 December 2021, indirectly control in total 48.09% of the total share capital and voting rights in OPAP

17/02/2022

SAZKA Entertainment AG operating under the brand name Allwyn (“Allwyn”) today announced that RUBIDIUM HOLDINGS LIMITED (“Rubidium”) through which Allwyn indirectly holds non-voting shares of OPAP S.A. (“OPAP”) reached an agreement with Yeonama Holdings Co. Limited (“Yeonama”) to purchase the remaining minority non-voting shares of Yeonama in SAZKA Delta AIF Variable Investment Company Ltd (“SAZKA Delta”), an entity through which Allwyn holds part of its interest in OPAP for consideration of €327.4 million (the “Transaction”). As a result, Allwyn’s economic interest (i.e. the percentage representing, regardless of control of SAZKA Delta, the participation in distributions but not the voting rights) in OPAP will increase from approximately 41.2% to approximately 48.1%. It is reminded that reference to the non-voting shares held by Yeonama was made in the Information Memorandum in relation to the voluntary tender offer launched by SAZKA Group a.s., which has been approved by the HCMC on 30 September 2019.

Taking into account the net debt and working capital of SAZKA Delta, the Transaction implies a premium of more than 10% on OPAP’s current market share price. The purchase price will be financed with cash from the balance sheet, including cash raised by the recent €600 million bond issuance.

The Transaction has no impact on the sole control exercised by VALEA FOUNDATION over SAZKA Delta, and thus no impact on the number and percentage of shares and voting rights in OPAP indirectly controlled by VALEA FOUNDATION and the entities controlled by, and acting in concert with, VALEA FOUNDATION within the meaning of Law 3556/2007, which according to latest TR-1 notification by VALEA FOUNDATION dated 7 January 2022 was equal to 47.13% as of 16 December 2021.

As of today the VALEA FOUNDATION, and the entities controlled by, and acting in concert with, VALEA FOUNDATION and following SAZKA Group a.s.’ acquisitions from the market since 16 December 2021, indirectly control in total 48.09% of the total share capital and voting rights in OPAP, as follows:

Corporate Name

Percentage

VALEA FOUNDATION

48.09

Valea Holding AG

48.09

KKCG Holding AG

48.09

KKCG AG

48.09

SAZKA Entertainment AG

48.09

SAZKA Group a.s.

48.09

Sazka Delta Management Ltd. (formerly Emma Delta Management Ltd.)

48.09

SAZKA Delta AIF Variable Capital Investment Company Ltd. (formerly Emma Delta Variable Capital Investment Company Ltd.)

48.09

SAZKA Delta Hellenic Holdings Limited (formerly Emma Delta Hellenic Holdings Limited)

48.09

Thessaloniki Port Authority Societe Anonyme NET INCOME €

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