RCS - Trastor REIC SA - International Offering

Trastor Real Estate Investment SAAnnouncement

12/05/2026 07:00

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RNS Number : 8477D  Trastor REIC SA  12 May 2026

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

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 (mailto:k.giannikopoulos@trastor.gr) .

Athens, 11 May 2026

 

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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