Prodea to transfer Athens and Cortina hotels to MHV in share swap

The board of directors and shareholders of MHV Mediterranean Hospitality Venture PLC have unanimously approved a landmark framework subscription and contribution agreement with Prodea Real Estate Investment Company SA.

According to an announcement on Friday, the deal involves the issue and allotment of an additional 58,743,000 ordinary shares of nominal value €1.00 each to Prodea, a public listed company registered under the laws of Greece.

Prodea currently holds 120,198,020 ordinary shares in the company and will receive the new shares in consideration for a contribution in-kind to the share capital of the company.

This contribution includes the transfer of 75 per cent of units in Fond Five Lakes, a real estate reserved closed-end fund which owns The Bellevue Hotel Cortina in Italy.

The agreement also encompasses 100 per cent of the shares in Rinascita SA, which is the owner of the Moxy Athens City asset.

“The total value of the new shares (i.e. €58.743.000) corresponds to the median net value of the consideration shares as reflected in the valuations which have been obtained from independent experts,” the company stated in its announcement.

These experts were appointed pursuant to Section 47A of the Cyprus Companies Law, Cap. 113, to ascertain the value of the assets for the purposes of the allotment.

No goodwill or profit or loss is expected to arise from the acquisition of the hospitality assets.

To facilitate the transaction, the board and shareholders approved an increase of authorised capital from €120.397.790,00 to €250.000.000,00.

The company’s remaining shareholders have also waived their pre-emption rights to subscribe to the newly issued shares.

“The acquisition of the SPVs constitutes a transaction at arm’s length and is part of the company’s business plan to further invest and expand its activities,” the firm explained.

The group intends to grow its presence in the real estate and hospitality sectors across Cyprus, Greece, and the broader Mediterranean region.

The board expects the move to assist the company in its long-term goal to become the leading institutional owner of tourism-related assets in Southeast Europe.

Following the allotment, the new shares will be admitted to trading on the Emerging Companies Market of the Cyprus Stock Exchange.

This listing remains subject to the submission and approval of a relevant application in accordance with the regulatory decisions of the Council of the Cyprus Stock Exchange.

Achilleas Dorotheou, Christophoros Papachristophorou, Aristotelis Karytinos, Athanasios Karagiannis, and Alexios Pipillis all declared a personal direct or indirect interest in the company or Prodea.

“Such interest has already been disclosed to the Board of Directors of the company and to the shareholders of the company,” the announcement clarified regarding the directors and shareholders involved.

The disclosure of these interests ensures transparency regarding the roles held by these individuals within both the acquiring and contributing entities.

This strategic expansion marks a significant step in the company’s efforts to consolidate its position in the high-end Mediterranean hospitality market.

The integration of the Italian and Greek properties provides the group with immediate operational presence in two of Europe’s most prominent tourism destinations.