Fais Group IPO Raises Questions Over Shareholder Gains and Debt Management

The upcoming stock market listing of Fais Group has sparked concerns over the distribution of funds from its initial public offering (IPO), as a significant portion of the capital raised will go directly to its key shareholders rather than company growth or debt

According to the IPO prospectus, Fais Group is expected to raise up to €56.9 million through its public offering, based on a maximum share price of €5 per share. This amount includes proceeds from the issuance of 9.1 million new shares, generating €45.5 million for the company, and the sale of 2.27 million existing shares, which will directly deliver €10.6 million to the company’s primary shareholders—Sami Fais, Lucy Fais, and Anna Mordechai. After deducting IPO-related expenses, estimated at €3.87 million, Fais Group will net approximately €42.4 million from the offering. However, €3.1 million of these expenses will be covered by the company, while €769,000 will be borne by the selling shareholders.

The breakdown of these costs includes €2.23 million in advisory and underwriting fees, along with regulatory expenses for the Hellenic Capital Market Commission and the Athens Stock Exchange. Additionally, part of the funds raised—€3.58 million—will be allocated to pay off the remaining balance for the company’s acquisition of a 93.33% stake in LS Santorini Kamari Hotel S.A., a transaction where one of Fais Group’s key shareholders is also the seller. This means a portion of the IPO funds will indirectly return to the very same shareholders.
Taking these allocations into account, estimates suggest that Fais Group’s key shareholders will collectively receive around €15 million from the IPO proceeds, further raising concerns about the structure and purpose of the offering.

While Fais Group’s IPO will deliver a windfall to its main shareholders, a relatively small portion of the proceeds will be used to reduce the company’s significant debt obligations. Currently, the group’s total debt exceeds €98.8 million, spread across bank loans, bonds, revolving credit lines, and factoring agreements. Despite this, only €14.1 million—just 14.2% of the funds raised—will be allocated to loan repayments.

The debt reduction plan includes repaying bank loans over the course of eight months following the IPO, leaving the company with a substantial remaining debt burden. The limited focus on debt reduction, coupled with the high cash-out for shareholders, has raised questions among analysts about the company’s long-term financial strategy.

Adding another layer of complexity, Alpha Bank plays a dual role in the IPO—as both the company’s largest lender and lead underwriter of the public offering. Fais Group owes €63 million to Alpha Bank, representing 63.7% of its total debt, through a mix of loans, credit cards, guarantees, leasing, and factoring agreements.

Despite this financial entanglement, Alpha Bank was selected as the issuance and coordination advisor for the IPO. The bank formally stated in Fais Group’s IPO prospectus that it "has no conflicting interests that would significantly influence the offering." However, sources familiar with the matter told Dnews that this did not go unnoticed by financial regulators, prompting the bank to provide additional explanations regarding its impartiality.
Following regulatory scrutiny, Alpha Bank was forced to issue assurances that it had taken all necessary steps to ensure its independence in the transaction. Nevertheless, the IPO prospectus reveals that Fais Group plans to allocate up to €4.32 million of the IPO proceeds to repay debt owed specifically to Alpha Bank. This will result in only a 6.8% reduction in the company’s overall obligations to the bank, prompting further questions as to why Alpha Bank did not demand a larger repayment, particularly given that the Fais family will personally receive €15 million from the IPO.