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Eurotech

Share Issue/Capital Change Sep 12, 2024

4469_rns_2024-09-12_aa3e5c9d-12ea-45e4-b51d-5b9aa7619bb3.pdf

Share Issue/Capital Change

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Eurotech: the BoD resolved to ask the Shareholders' Meeting to authorize a capital increase of up to Euro 20 million over a period of 2 years.

The financial resources raised will go to support the implementation of the strategic plan, with a focus on M&A transactions, preferably in the United States. Relative majority shareholder Emera is committed to the project and has made an advance payment of Euro 2.5 million on account for the future capital increase. At the same time, bank debt was optimized through a new repayment profile of existing medium- and long-term loans.

Amaro (Italy), 12 September 2024 – Eurotech S.p.A. hereby announces that the Company's Board of Directors has resolved to propose to the Shareholders' Meeting to grant the same Board an authorization, pursuant to Article 2443 of the Italian Civil Code, to increase the share capital up to a maximum of Euro 20 million (including any share premium), to be carried out also in divisible form, in one or more tranches, over the period of the next two years, under option to shareholders or also with the exclusion of option rights pursuant to Article 2441, paragraphs 4 and/or 5, of the Italian Civil Code.

In this context, and as a demonstration of the renewed confidence in the Company's strategic plan, the relative majority shareholder Emera S.r.l. has made a payment to Eurotech on account of future capital increase for a total amount of Euro 2.5 million, in order to give immediate flexibility of action to the Company for all medium-term financial needs related to the implementation of the strategy. Emera's payment is therefore intended to be charged to share capital (and any share premium) in the context of the exercise (possibly even in one or more instalments) of the above-mentioned authorization, it being understood that as of today no details, terms and conditions of any future capital increase in exercise of the said authorization have been established in any way.

The authorization, which is valid for a period of 2 years from the date of the resolution of the Shareholders' Meeting that will be called to deliberate on the granting of the authorization, is aimed at supporting the process of growth and development of the Eurotech Group and thus to raise financial resources necessary for the realization of the strategic objectives of the Company's business plan, including possible acquisition transactions with priority to the United States.

The Shareholders' Meeting called, in an extraordinary session, to grant said authorization will be convened, within the terms and in the manner prescribed by law and after the Board of Directors' explanatory report has been made available in accordance with current regulations, for the date of 15 October 2024.

Emera's initiative has also made it possible to open a constructive dialogue with Eurotech's financing banks, with the aim of diverting financial resources toward the implementation of the strategy of transformation underway. In this context, agreements were also finalized to reschedule the payment maturities of the installments of the existing medium- to long-term loans, without substantial changes in the interest rates applied and, above all, without provision for additional covenants beyond those already originally provided for in the existing contracts, which concern only one medium- to long-term line.

The agreement that has already been formalized and finalized with the banks provides for the rescheduling of the principal portions of the installments due until 31 December 2025 (included), resulting in a 24-month extension of the maturity of the related loans. This allows Eurotech to optimize its bank debt repayment profile to an extent consistent with its expected development plans. Specifically, these agreements enable Eurotech to achieve a reduction in loan installment disbursements of €3.6 million in 2024 and €4.1 million in 2025.

Since Emera is a related party of Eurotech - because (i) it exercises significant influence over it, being a relative majority shareholder as well as an entity that expresses the entire Board of Directors of Eurotech, and (ii) Eurotech's directors Aldo Fumagalli and Susanna Curti in turn exercise significant influence over Emera (being indirect shareholders as well as members of the administrative body) -, the proposed payment on account of a future capital increase by Emera was accepted by the Board of Directors subject to the favorable opinion of the Related Parties Committee and with the abstention of directors Fumagalli and Curti, in application of Eurotech's procedure for regulating transactions with related parties. The payment qualifies as a transaction of "minor significance," as the amount of the payment does not exceed the thresholds of significance applicable under the Consob Regulation approved by resolution No. 17221/2010 on related party transactions.

Eurotech

Eurotech (ETH:IM) is a multinational company that designs, develops and delivers Edge Computers and Internet of Things (IoT) solutions complete with services, software and hardware to system integrators and enterprises. By adopting Eurotech's solutions, customers have access to components and software platforms for IoT, Edge Gateways to enable asset monitoring, and high-performance Edge Computer for applications including Artificial Intelligence (Edge AI). To offer more and more complete solutions Eurotech has activated partnerships with leading companies in their field of action, thus creating a global ecosystem that allows it to create "best in class" solutions for the Industrial Internet of Things. More information: www.eurotech.com

Contact

Investor Relations Corporate Communication
Andrea Barbaro Federica Maion
+39 0433 485411 Tel. +39 0433 485411
[email protected] [email protected]

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