Declaration of Voting Results & Voting Rights Announcements • Aug 6, 2024
Declaration of Voting Results & Voting Rights Announcements
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Via A. G. Eiffel 100– 00148 Roma Capitale sociale Euro 10.000.000,00 i.v. Codice Fiscale / P.IVA: 06187081002
Unidata S.p.A. (UD.MI), announces that on 30 July 2024 the period of acceptance of the option and preemption offer pursuant to article 2437-quater, second paragraph, of the civil code ended. The offer, for a total of no. 370,547 Unidata shares ("Shares"), representing 1.1997% of the Company's share capital ("Offer"), was addressed to shareholders who did not exercise, in whole or in part, the right of withdrawal following the approval by the Extraordinary Shareholders' Meeting of the Company of 10 May 2024 (the "Shareholders' Meeting") of the proposal to strengthen the increased voting system of the Company (the "Meeting Resolution").
As part of the Offer, option rights were exercised for no. 172 Shares and pre-emptive rights for no. 2,000 Shares that have remained unexercised (i.e. the shares with reference to which the option rights have not been exercised).
Upon completion of the Offer, therefore, the remaining Shares subject to withdrawal are equal to a total of no. 368,375 (the "Residual Shares"), representing 1.1927% of the share capital of Unidata, for a total liquidation value equal to Euro 1,425,611.25 (the "Liquidation Value").
As indicated in the Shareholders' Meeting Resolution, the effectiveness of the resolution on the enhanced increased voting rights was subject to the failure to meet the termination condition, according to which the aforementioned resolution would cease to exist where the amount of money to be paid by Unidata to the Withdrawing Shareholders calculated at net of the amounts due from the shareholders who had exercised their option and pre-emption rights pursuant to article 2437-quater of the civil code (the "Withdrawal Amount"), had exceeded the overall amount of Euro 1 million (the "Resolution Condition"), without prejudice in any case to the right of the Board of Directors to waive this condition of effectiveness.
In light of the results of the Offer and taking into account the Liquidation Consideration, the Board of Directors that met on today's date confirmed the fulfilment of the Resolution Condition and, therefore, the Shareholders' Meeting Resolution is to be considered ineffective.
Therefore, the no. 370,547 Shares, subject to withdrawal corresponding to 1.1997% of the share capital, will be released from the restriction referred to in article 2437-bis, paragraph 2, of the Civil Code and for this effect will therefore return to the full availability of the relevant owners. Given the necessary technical times, this release will be completed no later than 12 August 2024.
This Notice has been made available on the Company's website (investors.unidata.it) and through the storage mechanism.
Roma, 8 August 2024
Unidata S.p.A.
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