Relatech

M&A Activity • Oct 3, 2024

Informazione Regolamentata n. 20162-97-2024		Data/Ora Inizio Diffusione 3 Ottobre 2024 20:30:30	Euronext Growth Milan
Societa'	:	RELATECH
Identificativo Informazione Regolamentata	:	196427
Utenza - Referente	:	RELATECHN02 - SANTORO
Tipologia	:	REGEM; 2.2
Data/Ora Ricezione	:	3 Ottobre 2024 20:30:30
Data/Ora Inizio Diffusione :		3 Ottobre 2024 20:30:30
Oggetto	:	Notice issued by Relatech S.p.A. on behalf of Gemini BidCo S.r.l.
Testo del comunicato

Vedi allegato

Notice issued by Relatech S.p.A. on behalf of Gemini BidCo S.r.l.

PRESS RELEASE

THE DISSEMINATION, PUBLICATION OR DISTRIBUTION OF THIS NOTICE IS PROHIBITED IN ANY JURISDICTION IN WHICH IT CONSTITUTES A VIOLATION OF APPLICABLE LAW

MANDATORY TENDER OFFER ON THE ORDINARY SHARES OF RELATECH S.P.A. LAUNCHED BY GEMINI BIDCO S.P.A.

* * * * *

APPROVAL OF THE OFFER DOCUMENT

Milan, 3 October 2024 – Gemini BidCo S.r.l. (the "Offeror") hereby announces that the Commissione Nazionale per le Società e la Borsa ("CONSOB"), by resolution dated 3 October 2024, no. 23265, pursuant to Article 102, paragraph 4, of Legislative Decree no. 58 of 24 February 1998 (the "CFA"), has approved the offer document (the "Offer Document") related to the mandatory tender offer (the "Offer") promoted by the Offeror pursuant to Article 106 of the CFA as referred to in Article 10 of the By-Laws of Relatech S.p.A. ("Relatech" or the "Issuer" or the "Company"), on a maximum of No. 11,471,215 ordinary shares (the "Shares") of Relatech, representing approximately 26.46% of the Company's share capital, other than No. 31,414,844 Shares, representing approximately 72.46% of the Relatech's share capital, already owned by the Offeror, and No. 466,914 treasury shares held by the Issuer, representing approximately 1.08% of the share capital.

The Offer Document containing the description of the Offer and the terms of acceptance will be provided within the terms of the law:

• (i) at the Offeror's registered office in Milan, Via Alessandro Manzoni n. 38;
• (ii) at the Issuer's registered office in Milan, via S. Anguissola n. 2;
• (iii) at the registered office of the intermediary in charge of coordinating the collection of acceptances in Milan, Viale Eginardo, n. 29;
• (iv) on the Issuer's website www.relatech.com;
• (v) on the website of the Global Information Agent of the Offer www.georgeson.com/it.

The Offer Document will also comprise the Issuer's communication prepared pursuant to Article 103, paragraph 3, of the CFA and Article 39 of the Issuers' Regulations by the Issuer's Board of Directors, along with the opinion of the Issuer's Independent Director prepared pursuant to Article 39-bis of the Issuers' Regulations.

The acceptance period for the Offer, agreed with Borsa Italiana, will commence at 8:30 a.m. (Italian time) on 7 October 2024 and will end at 5:30 p.m. (Italian time) on 25 October 2024 (extremes included) (the "Acceptance Period"), unless extended, any such extension to be communicated to the market in accordance with applicable law. Therefore, 25 October 2024 (without prejudice to any extensions of the Acceptance Period) will be the

last day to tender to the Offer, without prejudice to a potential Reopening of Terms (as defined below).

On the fourth trading day following the end of the Acceptance Period, i.e. on 31 October 2024 (the "Payment Date"), the Offeror will pay to each shareholder that has tendered to the Offer during the Acceptance Period a consideration equal to Euro 2.53 (the "Consideration") for each Share tendered to the Offer.

Upon the occurrence of specific circumstances, pursuant to Article 40bis of the Issuers' Regulations, the Acceptance Period will be reopened for five consecutive trading days starting from the trading day following the Payment Date and, therefore, without prejudice to any extensions of the Acceptance Period, for the sessions of 1 November, 4 November, 5 November, 6 November and 7 November 2024 from 8:30 (Italian time) to 17:30 (Italian time) (the "Reopening of Terms"). Therefore, in this scenario, 7 November 2024 would be the last day to tender to the Offer. In case of a Reopening of Terms, the payment of the Consideration for the Shares tendered to the Offer during the period of Reopening of Terms will occur on the fourth trading day following the end of the period of Reopening of Terms, i.e. on 13 November 2024 (without prejudice to any extension of the Acceptance Period).

The Offer is aimed at the purchase of the entire share capital of the Issuer and, in any event, at the delisting of the Issuer from the Euronext Growth Milan.

Pending the publication of the Offer Document, for anything not expressly indicated, please refer to the notice, pursuant to Article 102, paragraph 1, of the CFA and Article 37, paragraph 1, of the Issuers Regulation, issued on 1 August 2024 and published, inter alia, on the Offeror's website at www.relatech.com, which sets forth the legal requirements and the key elements of the Offer.

*******

This notice does not represent nor does it intend to represent an offer, invitation or solicitation to buy or otherwise acquire, subscribe, sell or otherwise dispose of financial instruments, and no sale, issue or transfer of financial instruments of Relatech will be made in any country in breach of the regulations applicable therein. The Offer will be launched through the publication of the relevant Offer document subject to the approval of Consob. The Offer document will contain the full description of the terms and conditions of the said Offer, including the manner in which it can be accepted.

The publication or dissemination of this notice in countries other than Italy may be subject to restrictions under applicable law and, therefore, any person subject to the laws of any country other than Italy is required to independently acquire information about any restrictions under applicable laws and regulations and ensure that he, she or it complies with them. Any failure to comply with such restrictions may constitute a violation of the relevant country's applicable laws. To the maximum extent permitted under applicable law, the persons involved in the Offer shall be deemed to be exempted from any liability or adverse effect that might arise from the breach of such restrictions by the relevant persons. This notice has been prepared in accordance with Italian law and the information

disclosed herein may be different from that which would have been disclosed if the notice had been prepared under the law of countries other than Italy.

No copy of this notice or of any other documents relating to the Offer shall be, nor may be, sent by post or otherwise forwarded or distributed in any or from any country in which the provisions of local laws and regulations might give rise to civil, criminal or regulatory risks to the extent that information concerning the Offer is transmitted or made available to shareholders of Relatech in such country or other countries where such conduct would constitute a violation of the laws of such country and any person receiving such documents (including as custodian, trustee or trustee) is required not to post or otherwise transmit or distribute them to or from any such country.