It begins today (20.1.25) the public tender ( ) for the , which will be completed on Wednesday 22 January 2025. By announcing an invitation to the investment public, Alter Ego Media has announced the range of share prices to the forthcoming MFF from EUR 3.7 to EUR 4. CORVERSE Note registration can be made by all banks (Alpha, National, Piraeus, Eurobank). The company’s good progress in combination with the conservative initial valuation, suggests very positive developments in relation to the forthcoming Share Capital Increase. The “ALTER EGO MEDIA S.A.” (hereinafter the “Company” or “Editor” or “ALTER EGO MEDIA”) decided, inter alia, (a) the introduction of all common, nominal, voting shares of the Company (the “Shares”) in the regulated Athens Stock Exchange Market (the “C.A.”), in accordance with the provisions of Law 3371/2005 and the existing legislation (the “Introduction”) (b) the provision of power to the Company’s board of directors (the “C.S.”) for an increase in the Company’s share capital and the limitation or exclusion of the right of preference of its shareholders pursuant to Article 27(4) of Law 4548/2018. CORVERSE Subsequently, the Board of Directors of the Company, at its 09.01.2025 meeting, at the hearing of the delegation granted to it by the decision of the Extraordinary Autocalling General Assembly, decided, inter alia: The increase in the Company’s share capital by up to €14.249,000 (the “Growth”), with the issue of up to 14.249,000 new common nominal, intangible, after voting shares of a nominal value of €1,00 each (the “New Shares”) with cash payment. Any difference between the nominal value of New Shares and the disposal price (the ‘Disposal price’) of such shares will be credited to the special account ‘Reserve from the issue of shares in favour of equity’. The availability of New Equity through public offering to individuals and special investors in Greece (the ‘Public Offer’). The possibility of partial coverage of the Increase in accordance with Article 28 of Law 4548/2018, subject to the fulfilment of the criterion of sufficient dispersion. In the event of insufficient dispersal and therefore non-authorisation of the Introduction by the A.A., in accordance with the provisions of the A.A. Regulation, the increase will be cancelled and the amount corresponding to the participation value committed for each investor will be released and returned to investors at the latest within three (3) Working Days and investors will not receive Company shares. New Shares will be entitled to dividend as well as any distributions that may be made, from their issuance (including past year profits (01.01.2024 – 31.12.2024) onwards, in accordance with applicable legislation. Under the above conditions, and with the admission of full coverage of the Increase, the Company’s share capital will amount to EUR 56,996,000, divided into 56,996,000 common nominal intangibles, after voting Shares, of nominal value each share of EUR 1,00. The total of the Company’s Shares, up to 56,996,000 Shares (i.e., 42,747,000 existing Shares and up to 14,249,000 New Shares, with the admission of full coverage of the Increase), will be admitted to trading in the Adjustable Market of C.A., pursuant to the decision of the Extraordinary General Assembly of the Company’s shareholders. Disposal price for new shares in the public supply As a maximum Disposal Price (the “High Disposal Price”), the amount of EUR 4,00 for each of the New Shares was determined, in collaboration with the Coordinators of the Main Contractors, by the decision of the Board of Directors of the Company. The Disposal Price will be determined by the Coordinators of Main Contractors in collaboration with the Company, as applicable, through a tender book (Book Building process), which will be followed by the Coordinators of Main Contractors and will be carried out through the Electronic Book of Tenders process (the “H.BI.P.”), and will be approved by the Board of Directors. In particular, the Disposal Price will be determined on the basis of tenders submitted by the Special Investors within the announced range of Disposal Price (the ‘Disposal Price’, see below) in the U.B.P. This tender procedure will be followed for the part of the Public Offer concerning Special Investors and will take place at the same time as the Private Investors’ registrations. The pre-marketing process, i.e. taking into account the conditions of capital markets in Greece and internationally, as well as the financial position and prospects of the Group, was followed. Special Investors will submit their bids for New Shares within the following binding Disposal Price Range: Based on the High Disposal Price, the total revenues of the Increase, under the assumption of full coverage, will amount to €56,996,000. The Disposal Price will be notified to the Securities and Exchange Commission and published, in accordance with the legislation, no later than the following working day after the completion of the Public Offer. At the same time as determining the Disposal Price, the final allocation of New Shares will be decided. The Disposal Price will be common to all investors, Specialists and Individuals, who will participate in the disposal of New Shares through the Public Offer. In any case, the Disposal Price will be determined within the aforementioned Disposal Price Range and will be announced on Wednesday 22.01.2025. For more information on the Disposal Price, see Section 4.6.3 “Price of Shares with Public Offer” from 14.01.2025 Newsletter. Procedure for the disposal of new shares by public tender The disposal of 14.249,000 New Shares will be carried out by public offering of these to the investment public within the Greek Territory through the U.B.P. Public Offer and U.B.P. compliance will take place in accordance with Law 4706/2020, Regulation (EU) 2017/1129, Delegated Regulation (EU) 2019/979 and (EU) 2019/980 of the Commission, Commission Decision 34/08/03.2017 of the Management Committee for the Stock Exchanges of ASE, as amended and in force (the ‘U.B. Decision. P.), and the decision by 09.01.2025 of the Board of Directors of the Company. Coordinators of the U.B.I.P. Process, as defined in the U.B. Decision. P., the Coordinating Master Contractors have been appointed. The Public Offer and compliance of the U.B.I.P. will last three (3) working days. In particular, the Public Offer will start on Monday 20.01.2025 and Greek time 10:00 am and will be completed on Wednesday 22.01.2025 at 16:00. The U.B.P. will remain open during the Public Offer from 10:00 a.m. to 17:00 Greek time, except Wednesday 22.01.2025, during which it will expire at 16:00 Greek time. Procedure for the participation of private investors in the public tender Individual Investors interested who will go directly to the stores of the Coordinators of the Master Contractors, the Principal Contractors and the Contractors for their participation in the Public Offer, should provide the police identity card or their passport, their tax registration number and the printing of S.A.T. data. Private Investors’ registration applications will be submitted through the Coordinators of Principal Contractors, the Principal Contractors and the Contractors, as well as the members of the U.B.P. and the Participants of their securities account working with the U.B.P. Members for the submission of applications for registration through the U.B.P. Service from the first to last day of the Public Offer. Individual Investors concerned will be enrolled at the maximum price of the binding Disposal Price Range. The value of participation for Individual Investors is defined as the number of requested shares at the highest price of the Disposal Price Range. Private Investors’ requests for registration shall be accepted, if paid, in cash or on a bank cheque, the equal amount of the participation, or the equal amount of participation in all types of bank accounts of their client investors or bank accounts held in the context of the provision of investment services to which they appear as beneficiaries or joint owners. For more information on the procedure for the participation of Private Investors, see Section 4.6.7 “Procedure for Private Investors’ Participation in its Public Offer” from 14.01.2025 Newsletter. Procedure for participation of specific investors in the public tender In order to participate in the Public Offer, the relevant Special Investors should address the Coordinators of Main Contractors, the Main Contractors, and the Contractors having completed a registration application. The tender procedure of the Special Investors will last from the first to the last day of the Public Offer. Special Investors’ bids in the U.B.P. should include at least one of the following: the number of New Shares the investor wishes to acquire without a specific price (market), the number of New Shares and the maximum price he wishes to pay per New Share, and multiple integer numbers of New Shares with corresponding multiple prices per New Share. Special Investors will also be able to determine the maximum number of New Shares that wish to be allocated to them as a percentage (%) of the total amount of New Shares allocated through the Public Offer and until which their participation in the Company’s share capital will ultimately be limited. The shares will be allocated in the above cases by rounding rule to the previous whole share unit. The price to be included in the registration application, within the Disposal Price Range, will be 0.01 euros. The U.B.P. will close on the last day of the Public Offer period (Wednesday, 22.01.2025 and Greek time 16:00), so all offers as valid at that time are considered definitive. The amount corresponding to the value of New Shares made available through the Public Offer as described above must be paid to the ELKA account. T. until 11:00 a.m. Greece time of the second working day since the end of the Public Offer as defined in the U.B.P. Decision The Coordinators of the Contractors, in collaboration with the Publisher, may decide and in their absolute discretion to extend this payment deadline until 11:55 a.m. Greece time, on the same day. For more information on the Special Investors’ participation process, see Section 4.6.6 “Special Investors’ Participation Procedure in the Public Offer” from 14.01.2025 Newsletter. Procedure for allocating new shares After the completion of the Public Offer and the determination of the Disposal Price, and if the criterion of dispersal is met in accordance with paragraph 3.1.4.3 (1) of the C.A. Regulation, it will be carried out by the Coordinating Masters Contractors the allocation of New Shares, to investors as follows: at least 30% of New Shares (i.e. at least 4,274,700 New Shares in possible full coverage of the Increase) will be allocated to meet Private Investors’ registrations, and up to 70% of New Shares (i.e. up to 9,974,300 New Shares in possible full coverage of the Increase) will be allocated between Special Investors and Private Investors on the basis of the total demand to be displayed in each category of Investors (Special and Private Investors). Since private investors’ registrations for 30% of New Shares have been satisfied for the final determination of the percentage of breakdown by category of investors will be taken into account: demand from Experts Investors, the demand in the Private Investors section of more than 30%, the number of requests for registration relating to Individual Investors, as well as the need for sufficient dispersion. Where the total demand on the part of Private Investors falls below 30% of all New Shares, the registration requests of Private Investors will be fully met, up to the level for which demand was actually expressed, and the shares corresponding to the delay compared to 30% of all New Shares will be transferred to the Special Investors category for disposal. The number of new shares to be allocated to each investor will correspond to a total number of trading units. Trading unit is the title of one (1) Share. Shares of the issue are expressed in euro (€). Investors shall not be burdened with costs and taxes for the transfer of the shares offered and their registration in the Securities Accounts. Further with regard to the allocation procedure, the following shall be indicated: Distribution of New Shares to Special Investors For the allocation of New Shares to Special Investors, which will participate in the Tenders Book process, an assessment of the tenders submitted will be carried out, taking into account the following criteria: the type of institutional investor in the Special Investors category, the estimated, at the discretion of the Master Contractors Coordinators, a time horizon for holding the Shares per Special Investor, with a higher allocation coefficient for Special Investors, who are estimated to hold the Shares for longer the size of the offer, and the price offered and, in particular, the contribution of the offers of a Special Investor to the formation of attractive Disposal Price. Special Investors registered through any Ombudsman, without disclosing their identity, will have the same treatment in the allocation process. It is at the discretion of the Master Contractors Coordinators to use one or any combination of the above criteria. It is noted that there is no obligation to be proportionate or otherwise satisfied with the tenders submitted by Special Investors. Distribution of New Shares to Individual Investors After the determination of the total number of New Shares available through Public Offer to be allocated to Individual Investors (i.e. at least 30% and any additional resulting from the distribution process) by the Coordinators of Main Contractors, according to the above mentioned, in the event of excess demand, a breakdown by Private Investor proportionally (pro-rata) will be made based on the level of demand. If, by applying the proportional allocation, the New Shares available through a Public Offer to be allocated to a Private Investor are identified in a number with decimal digits, this number shall be rounded to the nearest lower whole number (i.e. excluding decimal digits). For more information on the allocation process, see Sections 4.6.8 “Procedure for the Distribution of New Shares”, 4.6.9 “The Distribution of New Shares to Special Investors” and 4.6.10 “The Distribution of New Shares to Individual Investors” by 14.01.2025 Newsletter. Provision of a prospectus Further information on the Issuer, Shares and method of disposal of New Shares is included in the relevant Prospectus, the content of which was approved by the Board of Directors of the Securities and Exchange Commission at its meeting of 14.01.2025, as it meets the standards of completeness, understanding and consistency imposed under Regulation (EU) 2017/1129, as applicable. Such approval by the Securities and Exchange Commission should not be considered a favourable opinion on the Issuer and the quality of the Shares subject to the Information Sheet. Investors should make their own assessment of the appropriateness of the investment in the Investor’s Shares. The Newsletter is available in electronic form on the following websites: “Greek Stock Exchanges S.A. – Athens Exchange”: , the Company: , the CEO of the Issue and Coordinator of the Principal Contractor, Piraeus Bank: , the CEO and Coordinator of the Principal Contractor, Euroxx Stock Exchange, Euroxx Also, during the Public Offer and at the initiative of the Company, the Newsletter will be available free of charge to the investment public and in print, upon request, at the Company’s Management Offices, Andreas Syngros 340, Kallithea, on the branch network and headquarters of the Director of Publishing and Coordinator of the Principal Contractor “TRAPEZA PIRAEUS” (America 4, Athens, T.C. 105 64), the Coordinator of the Principal Contractor “Bank Eurobank Anonymous Company” (Othon 8, Athens, T.C. 105 57), the Board of Directors and Coordinator of the Principal Contractor “EUROX” (Palaiologist 7, Chalandri, T.C. 15232), the Kyrizon Contractors “Alpha Bank” (Stadiou 40, Athens, T.C. 105 64) and “National Bank of Greece” (Airandades) (Ai 86, Athens, T. Pursuant to Article 21 (5) of the Prospectus Regulation, the Securities and Exchange Commission publishes all approved prospectuses on its website (http://www.hcmc.gr/en_GR/web/portal/elib/deltia). Investors interested in more information and clarifications regarding the Newsletter can address the Company’s business days and hours at the Company’s offices, on Andreas Syngros 340, Kallithea, Attica, tel: 210 754 7000 (competents George Karamanolakis and Fotios Tagaris).
Alter Ego Media: The public offer is starting today – because very positive developments are foreseen for the PMC
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