Industria
THEON launches a share capital increase by way of a rights offering of approximately €150 million
AMSTERDAM, 1 December 2025, 7:00 am – Theon International (Euronext: THEON)
This announcement is an advertisement relating to the intention of Theon International Plc to proceed with the Rights Offering (as defined below) and the admission to listing and trading of the Rights and the New Shares (each as defined below). This announcement is not a prospectus and does not constitute an offer to sell or the solicitation of an offer to purchase the securities described herein, nor shall there be any sale of the securities referred to herein in or into any jurisdiction where such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Neither this communication nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire shares pursuant to the Offering (as defined below) will be made, and any investor should make its investment decision solely on the basis of, publicly available information.
1 December 2025 – Theon International PLC (the “Company”, “Group” or “THEON”) announces the launch of a capital increase against contribution in cash pursuant to transferrable pre-emptive subscription rights granted to existing shareholders (the “Rights Offering”) of approx. €150 million, through the issuance of 8,624,645 new ordinary shares in the capital of the Company with a nominal value of €0.01 each (the “New Shares”) at a subscription price of €17.40 per share (the “Subscription Price”). Existing shareholders will be granted 1 Right per existing Ordinary Share in the Company held at 17:40 CET on 3 December 2025 (the “Record Date”). Each 8 Rights allow the holder thereof to subscribe for 1 New Share. Any New Shares that are not subscribed for in the Rights Offering (the “Rump Shares”) during the subscription period (the “Subscription Period”) will be offered for sale to eligible institutional investors in selected jurisdictions at a price no less than the Subscription Price by way of private placements (the “Rump Placement” and together with the Rights Offering, the “Offering”). Any price per Rump Share achieved in the Rump Placing that exceeds the Subscription Price will be paid to the Company.
The Company’s majority shareholders Venetus Limited and CHRE Investments Limited (the “Committing Shareholders”), which hold approx. 61.4% and 9.6% of the voting rights, respectively, and are holding companies of the Company’s founder and CEO C. Hadjiminas, have irrevocably committed to subscribe for approx. €107 million of New Shares at the Subscription Price, exercising their pro-rata entitlement (the "Committed Shares").
On October 11, 2025, the Company announced that it had entered into a definitive agreement with HLD Europe SCA, Invest Prince Henri SCA and Invest Gamma Sarl, investment companies belonging to Groupe HLD (“HLD”), to purchase a 9.8% stake in Exosens SA (“EXOSENS”) for a cash consideration of €268.7 million corresponding to €54.0 per share (the "EXOSENS Acquisition"). EXOSENS is a leading French company specializing in advanced electro-optical technologies, including light amplification, detection and imaging systems. EXOSENS shares trade on the regulated market of Euronext Paris, where EXOSENS has been listed since June 2024. Following the completion of the EXOSENS Acquisition, the Company will become the second largest shareholder in EXOSENS, after HLD. The closing of the EXOSENS Acquisition remains subject to regulatory notifications in a selected number of countries and is expected to take place in the first quarter of 2026.
In conjunction with the announcement of the EXOSENS Acquisition, the Company had announced the intention to pursue a potential equity raise and, in light of the above, the net proceeds of the New Shares issued in the Offering, expected to be approx. €146 million, will be used by the Company to partly finance the EXOSENS Acquisition.
THEON is offering 8,624,645 new ordinary shares with a nominal value of €0.01 each (the “New Shares”) at an issue price of €17.40 per share (the “Subscription Price”). Existing shareholders will be granted 1 Right per existing Ordinary Share held at the Record Date. Each 8 Rights allow the holder thereof to subscribe for 1 New Share.
Based on the closing price of €26.10 per Ordinary Share on Euronext Amsterdam on 28 November 2025 and 70,000,000 issued Ordinary Shares at that date, the Subscription Price of €17.40 per New Share represents a discount of 30.8% to the theoretical ex-rights price (“TERP”) of €25.15 per Ordinary Share.
No offer of Offer Shares is being made to Shareholders who are not eligible persons and are therefore not permitted to exercise the Rights granted to them. Theon, as holder of Ordinary Shares in treasury, will not be granted any Rights.
The Rights will be traded on Euronext Amsterdam under ISIN code NL0015002X96 under ticker ‘THERI’ from 09:00 CET on 2 December 2025 until 17:40 CET on 11 December 2025.
The Subscription Period to exercise the Rights will run from 09:00 CET on 2 December 2025 to 17:40 CET on 15 December 2025. The last date and/or time before which notification of exercise instructions may be validly given by holders of Rights may be earlier, depending on the financial intermediary through which their Rights are held. Once Rights have been validly exercised, such exercise cannot be revoked or modified, unless otherwise provided by the law.
Announcement of the final results of the Rights Offering will take place on 15 December 2025 as soon as possible after 17:40 CET.
Any New Shares that are not subscribed for in the Rights Offering (the "Rump Shares") will be offered for sale by way of private placements to eligible institutional investors in selected jurisdictions at a price that is not lower than the Subscription Price, subject to the terms and conditions of the Underwriting Agreement (as defined below) and applicable securities laws (the "Rump Placement"). The Rump Placement is expected to commence as soon as possible after 17:40 CET on 15 December 2025 and to end no later than on 16 December 2025 before market open.
Issuance of the New Shares will occur prior to 09:00 CET on 18 December 2025 and listing of the New Shares on Euronext Amsterdam will occur at 09:00 CET on 18 December 2025 (the “Closing Date”).
Coöperatieve Rabobank U.A. is the subscription agent for the Rights Issue.
Subject to satisfaction or waiver of certain conditions as set forth in an underwriting agreement dated 1 December 2025 (the “Underwriting Agreement”), the Rights Offering is being underwritten by certain investment banks. The Committed Shares are not underwritten. The Company and the Committing Shareholders have agreed to lock-ups that expire 180 days after the Closing Date. These lock-ups are subject to exceptions for general offers for the Company, the granting and enforcement of security rights in connection with any margin loan and transfers to legal entities wholly-owned by C. Hadjiminas, and may be waived by the underwriting banks.
To access the Offering documents as well as further information please visit https://investors.theon.com/shareholder-information/2025-Rights-Issue. In addition, the Company has published its financial report for the nine-month period ended 30 September 2025, together with the notes and auditor report relating thereto, on its website https://investors.theon.com/reports-presentations.
This press release may contain inside information within the meaning of Article 7(1) of Regulation (EU) 596/2014 (Market Abuse Regulation).
About THEON GROUP
THEON GROUP of companies develops and manufactures cutting-edge night vision and thermal Imaging systems for Defense and Security applications with a global footprint. THEON GROUP started its operations in 1997 from Greece and today occupies a leading role with an international footprint through subsidiaries and production facilities in countries such as Greece, Cyprus, Germany, the Baltics, the United States, the Gulf States, Switzerland, Denmark, Belgium, Singapore and South Korea. THEON GROUP has more than 240,000 systems in service with Armed and Special Forces in 71 countries around the world, 26 of which are NATO countries. ΤΗΕΟΝ ΙΝΤΕRNATIONAL PLC has been listed on Euronext Amsterdam (AMS: THEON) since February 2024.
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