- Concluded the placement of n. 1.7 million of Italeaf shares (9.92% of the new share capital)
- Transaction value of Euro 1.7 million, corresponding to a price of placement of the shares of new emission of Euro 1 p.s.
- The Capital Increase transaction will be used to support the acceleration of new industrial activities and to consolidate the holding business
The Board of Directors of Italeaf, financial holding and first Italian Company Builder, active in cleantech and smart innovation, listed on Nasdaq First North, has resolved today the placement of the Italeaf ordinary shares arising from the 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, approved by the shareholders’ meeting on May 2, 2017 (the ”Capital Increase”).
The newly issued shares were 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 Legislative Decree no. 58/1998 (TUF) and art. 34-ter, paragraph 1 letters a), b) and c) of Consob Issuers Regulation no.11971/99, as amended (the “Private Placement”).
The placement, corresponding to 9.92% of the new share capital, took place through a bookbuilding procedure and has been restricted to qualified investors in Italy and institutional investors abroad (the “Institutional Offering”). The Institutional Offering did not result in a solicitation to investment.
The share capital increase was subscribed and paid by 4 investors for n. 1,700,000 newly issued shares and a counter value of Euro 1.7 million.
The Board of Directors also determined the placement price of the new shares, equal to Euro 1 per share (the “Placing Price”). The Placing Price was determined in accordance with the criteria defined by the Shareholders’ Meeting and disclosed to the market on May 2, 2017. Following the subscription of the newly issued shares, the post-increase share capital will be Euro 17,144,000, divided into no. 17,144,000 ordinary shares.
Following the private placement, the direct and indirect shareholding of the Chairman and CEO of the Company, Stefano Neri, was reduced from 53.71% to 48.39% of the share capital.
The transaction is aimed at put the Company in the best capital and financial conditions for increasing and consolidating its position in the holding business, combining its track record in accelerating new industries with the integration of the new digital technologies. The transaction will also increase the visibility of the Italeaf on the NASDAQ First North, enabling the entry into the stock market of qualified investors or industrial entities, also in order to improve and consolidate the corporate strategy of innovation and internationalization.
The financial resources raised by the capital increase will be placed at the service of the industrial development of the Company and will therefore not be aimed at the reduction or the change in the structure of the net financial position.
Italeaf was assisted in the capital increase transaction by SRI Capital Advisers Ltd, headquartered in London, a company specialized in advising and arranging financial transactions, as financial advisor.