Declaration of Voting Results & Voting Rights Announcements • Aug 2, 2023
Declaration of Voting Results & Voting Rights Announcements
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PRESS RELEASE PURSUANT TO ARTICLE 41, PARAGRAPH 6, OF THE REGULATION ADOPTED BY CONSOB WITH RESOLUTION NO. 11971 OF 14 MAY 1999 AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED
Further to the press release issued on 31 July 2023, SAES GeĴers S.p.A. ("SAES GeĴers" or the "Offeror"), with reference to the partial voluntary tender offer (the "Offer") promoted by SAES GeĴers on no. 1.364.721 savings shares of SAES GeĴers (the "Savings Shares"), announces the definitive results of the Offer, whose Acceptance Period began on 11 July 2023 and ended on 31 July 2023.
Unless otherwise defined in this press release, capitalized words have the meaning ascribed to them in the offer document approved by Consob resolution no. 22766 of 6 July 2023 and published on 7 July 2023 (the "Offer Document").
Based on the definitive results of the Offer communicated by Intermonte SIM S.p.A. in its capacity as the Intermediary in Charge of Coordinating the Collection of Subscriptions, as of the end of the Acceptance Period, no. 4,807,155 Savings Shares have been tendered, corresponding to approx. 352.245% of the Savings Shares Subject to the Offer, approx. 65.150% of the Savings Shares and approx. 21.801% of the share capital of SAES GeĴers, for a total amount, calculated based on the Offer's Consideration (equal to Euro 29.31 for each Savings Share), before the application of the Allocation Coefficient ("Coefficiente di Riparto"), of Euro 140,897,713.05.
Please note that, as indicated in the Offer Document, since the number of Savings Shares tendered into the Offer is higher than the number of Savings Shares Subject to the Offer (as indicated above), the Savings Shares tendered will be allocated according to the "pro-rata" method described in the Offer Document.
The applicable Allocation Coefficient ("Coefficiente di Riparto") is approximately 28.389%.
The excess no. 3,442,434 Savings Shares as a result of the Allocation ("Riparto") will be made available to the subscribing shareholders by 3 August 2023.
Please note that, as indicated in the Offer Document, the effectiveness of the Offer was subject to the Threshold Condition, the Burdens Condition, the MAC Condition and the Price Condition (as described in the Offer Document). We inform you that all the abovementioned conditions have been fulfilled and therefore the Offer is effective and can be completed.
The Consideration due to the holders of Savings Shares tendered into the Offer and purchased by SAES GeĴers, equal to Euro 29.31 for each Savings Share, will be paid on 4 August 2023, for a Maximum Disbursement equal to Euro 39,999,972.51, against the simultaneous transfer of ownership of such Savings Shares in favor of the Company and their resulting automatic cancellation.
It should be noted that, during the Acceptance Period of the Offer, the Company made no purchases, either directly or indirectly, of Savings Shares outside of the Offer.
Please note that the Offer is a component of a single Transaction that also includes the Mandatory Conversion of the no. 6,013,898 Savings Shares not purchased by the Company through the Offer into ordinary shares of SAES GeĴers. The various components of the Transaction are inseparable, and it is therefore expected that the Offer and the Mandatory Conversion will be completed in the same context.
The effective date of the Mandatory Conversion is on 4 August 2023. On such date, all excess Savings Shares returned to the subscribing shareholders as a result of the Allocation ("Riparto") and/or not tendered into the Offer will be automatically converted into ordinary shares of the Company on the basis of the ratio of no. 1 ordinary share for each no. 1 Savings Share of the Company and, as a result, the Savings Shares will be cancelled and delisted as of 4 August 2023. A total of no. 6,013,898 ordinary shares of the Company, corresponding to all no. 3,900,000 Treasury Ordinary Shares of the Offeror and to no. 2,113,898 newly issued ordinary shares, without increasing the share capital, will be used for the purposes of the Mandatory Conversion.
Upon completion of the Offer, with the resulting cancellation of the Savings Shares purchased, and of the Mandatory Conversion, the Company's share capital will be represented by no. 16,785,248 ordinary shares and the total number of exercisable voting rights will be equal to 21,803,734 (taking into account the no. 5,018,486 ordinary shares that have obtained increased voting rights pursuant to article 11 of the Offeror's by-laws). For information purposes, it should be noted that, based on the number of total ordinary shares resulting from the completion of the Transaction, the implied accounting par value of the shares will be about Euro 0.72802 per share. In addition, following the effectiveness of the Mandatory Conversion, the resulting amendments to the by-laws approved on 31 May 2023 will also become effective.
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Emanuela Foglia Investor Relations Manager Tel. +39 02 93178 273 E-mail: [email protected]
Corporate Press Office Close to Media Tel. +39 02 70006237 Enrico Bandini E-mail: [email protected] Simone Bellanova E-mail: [email protected]
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