Share Issue/Capital Change • Sep 13, 2021
Share Issue/Capital Change
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THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA, SOUTH AFRICA, AUSTRALIA OR JAPAN. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.
Lussemburgo, Milano, 13 settembre 2021 – A seguito del comunicato stampa pubblicato in data 13 settembre 2021, De'Longhi Industrial S.A. ("DL Industrial") e il dott. Giuseppe de' Longhi, (insieme I "Venditori" o "Sellers") rendono noto che è stato completato il collocamento congiunto di 6.000.000 azioni De'Longhi S.p.A. ("De'Longhi"), pari a circa il 4% del capitale sociale di De'Longhi (la "Transazione").
Nell'ambito della Transazione, DL Industrial ha venduto 4.240.000 azioni De'Longhi, mentre il dott. Giuseppe de' Longhi ha venduto 1.760.000 azioni De'Longhi.
Il collocamento è stato realizzato attraverso una procedura di accelerated bookbuilding riservata a investitori qualificati ed è stato chiuso a un prezzo di € 35,38, per un corrispettivo complessivo di circa € 212 milioni.
Il regolamento della Transazione è previsto in data 16 settembre 2021.
Una volta completato il regolamento della Transazione la partecipazione di DL Industrial sarà pari a circa il 53,7% del capitale sociale e a circa il 66,8% dei diritti di voto di De'Longhi.
Nell'ambito della Transazione e in coerenza con la prassi di mercato per operazioni similari, DL Industrial e il dott. Giuseppe de' Longhi hanno assunto nei confronti del Sole Bookrunner un impegno di lock-up di 180 giorni in relazione alle azioni della Società che resteranno di loro proprietà al termine del collocamento.
UBS Investment Bank ha agito in qualità di Sole Bookrunner della Transazione.
This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia), Canada, South Africa, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
L – 1724 Luxembourg, 49, Boulevard du Prince Henri R.C.S. Luxembourg numéro B137.147 20123 Milano – Via Carducci, 17 - E-Mail: [email protected]
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration thereunder or pursuant to an available exemption therefrom. Neither this document nor the information contained herein constitutes or forms part of an offer to sell, or the solicitation of an offer to buy, securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling security holder and that will contain detailed information about the company and management, as well as financial statements.
Pursuant to the Prospectus Regulation, in member states (each, a "Relevant Member State") of the European Economic Area ("EEA"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Regulation ("Qualified Investors"). For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 and includes any relevant implementing measure in the Relevant Member State. In the United Kingdom this announcement is directed exclusively at persons who are "qualified investors" (as defined in the Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018) who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) persons referred to in Article 49(2) (a) to (d) of the Order (high net worth entities, non-registered associations, etc.) and (iii) other persons to whom this document may be lawfully communicated or caused to be communicated; any other persons in the United Kingdom should not take any action on the basis of this announcement and should not act on or rely on it.
This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by UBS Investment Bank (the "Sole Bookrunner") or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
In connection with the offering of the shares of De'Longhi SpA (the "Shares"), the Sole Bookrunner and any of its affiliates acting as an investor for their own account may take up as a proprietary position any Shares and in that capacity may retain, purchase or sell for their own account such Shares. In addition the Sole Bookrunner or its affiliates may enter into financing arrangements and swaps with investors in connection with which the Sole Bookrunner (or its affiliates) may from time to time acquire, hold or dispose of Shares. The Sole Bookrunner does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Shares. Any investment decision in connection with the Shares must be made solely on the basis of all publicly
L – 1724 Luxembourg, 49, Boulevard du Prince Henri R.C.S. Luxembourg numéro B137.147 20123 Milano – Via Carducci, 17 - E-Mail: [email protected]
available information relating to the Shares (which has not been independently verified by the Sole Bookrunner).
The Sole Bookrunner is acting on behalf of the Sellers and no one else in connection with any offering of the Shares and will not be responsible to any other person for providing the protections afforded to clients of the Sole Bookrunner nor for providing advice in relation to any offering of the Shares.
This communication and any subsequent offer of securities may be restricted by law in certain jurisdictions and persons receiving this communication or any subsequent offer should inform themselves about and observe any such restriction and must not under any circumstances forward this communication to any other person. Failure to comply with such restrictions may violate securities laws of any such jurisdiction.
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