30 Aug The Extraordinary Shareholders’ Meeting approves the Share Capital Increase
Peania, 30 August 2022 – The Extraordinary Shareholders’ Meeting of Lavipharm S.A. took place today, Tuesday, 30 August 2022, at the corporate headquarters in Peania and decided to Increase its Share Capital by up to EUR 58 million, with cash payments and pre-emption rights for existing shareholders.
The Meeting was attended by 59.22% of the company’s paid-up capital shareholders, in person or by proxy, representing a total of 10,082,680 ordinary registered voting shares. It should be noted that the Company holds 4,240 own shares, which, according to Article 50 of Law 4548/2018, are not counted towards the formation of a quorum and the rights of which with regard to representation and voting at the General Assembly are suspended.
With the proposed Increase of the Company’s Share Capital as the main item on the agenda, management informed Lavipharm’s shareholders about the company’s use of capital and its investment plan, as extensively analysed in the relevant reports already published. Upon welcoming the shareholders, the Chairman of the Board of Directors, Minas Tanes, said: “After so many years of service on Lavipharm’s Board of Directors, I am proud of the Company’s performance so far. Together, we have managed to overcome many critical challenges. The Share Capital Increase will allow us to lead Lavipharm into a new era of growth and modernization”.
Taking the floor, Telemaque Lavidas, Executive Member of the Board of Directors, noted: “Today’s decision is particularly important, as it will contribute to the more effective and immediate implementation of our very carefully planned strategy, aimed at placing the Group on a trajectory of growth. It creates new foundations and prospects for Lavipharm, ensuring the Group’s long-term growth and the further establishment of the position we have achieved in our industry. We are vigorously continuing on the same positive trajectory, always respectful of our values and commitment to the new strategy we have mapped out”.
The proposed Share Capital Increase raises funds that enable Lavipharm to finance its investment plan that aims at strengthening its competitiveness in Greece and internationally. Furthermore, it leads to the immediate enhancement of the Group’s financial figures, as well as its competitive advantages, mainly in high added value technologies, such as transdermal drug delivery. At the same time, the improvement of Own Funds leads to the Company’s stock being removed from the Surveillance Category, the possibility of accessing financial tools, and future dividend distribution.
Lastly, Vassilis Baloumis, CFO of the Group, referred to the valuation of the clonidine transdermal system for hypertension. The valuation was based on both sales in Italy and on a study prepared on behalf of Lavipharm. “The acquisition of this asset is a key pillar of the Group’s 2022-2026 five-year plan, which, combined with the new products under development and the collaboration with Zentiva in Greece, aims for pre-clawback and pre-rebate sales in excess of EUR 94 million and EBITDA of EUR 18,5 million in 2026”, said Mr Baloumis.
Concluding, he underlined, among other things: “The investment program, which mainly aims at upgrading the plant’s technological equipment and building facilities, and the Group’s Research & Development Department, is leading to the gradual improvement of financial indices, a significant increase in profitability and cash flow, and the enhancement of the Group’s extroversion”.
In the context of the Extraordinary General Assembly, Lavipharm’s shareholders discussed and decided on a Company Share Capital Increase of up to EUR 58,000,000.00 with payment in cash and pre-emption rights for existing shareholders, and the issuance of up to 193,333,333 new ordinary, dematerialized, registered voting shares, with a nominal value of EUR 0.30 each, providing pre-emptive subscription rights to those who will have fully exercised their pre-emptive rights. At this point, and in response to a relevant question, Mr. Lavidas stated that if – following the distribution of new shares based on the pre-emptive rights and pre-emptive subscription rights exercised – there are still available shares, he will participate with at least EUR 1 million.
Lastly, it was decided to authorize Lavipharm’s Board of Directors to define the sale price of the new shares, to specify other conditions and structure of the increase, its implementation and completion, as well as or proceed with the relevant amendment of Article 5 of the Company’s Articles of Association.
Lavipharm will keep the investment community informed about the Share Capital Increase’s timeframe and relevant information.
With a history of more than a century, Lavipharm is today an integrated Greek group engaged in the research, development, production, import, marketing, and distribution of pharmaceutical, OTC, and cosmetic products in Greece, with a strong international activity.