- The Board of Directors shall convene the Extraordinary Shareholders’ Meeting on 2 May 2017 to propose a capital increase with exclusion of option rights for up to Euro 2,499 million (no. 2,499,999 ordinary shares).
- The capital increase will represent the tool to enhance the visibility of the company on Nasdaq First North, to foster the entry of new supportive investors-shareholders for the growth and to exploit potential opportunities in the market environment.
The Board of Directors of Italeaf, financial holding Company and first Italian Company Builder, active in cleantech and smart innovation, listed on Nasdaq First North, has resolved today to convene an Extraordinary Shareholders’ Meeting on May 2, 2017, to propose to the shareholders a capital increase, in one or more tranches, by paid subscription, in divisible form, with the exclusion of option rights pursuant to art. 2441, paragraph 5 of the Italian Civil Code. The newly issued shares will be offered for subscription in a private placement, without publication of the prospectus for the public offering and listing of the new shares by virtue of the exemptions provided by art. 100 letters a), b) and c) of the TUF Italian regulation and art. 34-ter, paragraph 1 letters a), b) and c) of Consob Issuers Regulation no. 11971/99, as amended (the “Private Placement”).
The proposal foresees that the new shares, for a maximum of up to 2,499,000 (for a counter value of up to Euro 2,499,000) may be offered to Italian and foreign institutional and industrial investors until June 15, 2017. The capital increase will be carried out through the proper mechanisms of the private placement, with a price of minimum Euro 1.00 per share. This minimum price was determined taking into account the provisions of Art. 2441, paragraph 6, of the Italian Civil Code. In particular, it was taken into account the market value of the Italeaf shares, traded on the Nasdaq First North market in Stockholm, MTF organized and operated by Nasdaq, responding to the need to achieve in the short term the main target of the placement of the new shares offered for subscription to institutional investors and/or industrial partners.
The transaction fits into the growth path that Italeaf followed uninterruptedly since it was established, partly as a result of the strategic development plan “Bridging the gap with a company builder”, and is therefore aimed to:
- put the Company in the best equity and financial conditions ideal to enhance and consolidate its position in the growing market of innovative startups, combining its track record in the acceleration of new industries with the integration of new digital technologies;
- use new financial resources to strengthen the equity of the newcos and startups investee and to establish new industrial companies, in order to increase the turnover of new startups and speed up the exit of those in the portfolio;
- increasing the visibility of the share on NASDAQ First North market, at Stockholm Stock Exchange, allowing the entry of qualified and supportive investors or industrial partners, also in order to improve and consolidate the company’s strategy of innovation and internationalization;
- promptly seize the best conditions offered by the market, eliminating, therefore, through a private placement exclusively reserved to qualified investors or industrial partners, the long time typically associated to the exercise of the option rights reserved to shareholders.
The financial resources raised through the capital increase will be placed at the service of industrial development of the Company and will not be, therefore, used to reduce or to change the debt structure.
Please note that the illustrative report prepared pursuant to art. 2441, sixth paragraph, of the Italian Civil Code, as well as other documents required by the Article 2441 of the Italian Civil Code, will be available to the public at the registered office, on the company website under Investor Relations section (www.italeaf.com) as well as at the centralized storage mechanism Inpublic (http://ip.globenewswire.com) at the Stockholm Stock Exchange and Nasdaq.
This information is information that Italeaf SpA is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out below, at 14.50 CET on 11 April 2017.