Openjobmetis

M&A Activity • Jun 28, 2024

Informazione Regolamentata n. 1803-110-2024	Data/Ora Inizio Diffusione 28 Giugno 2024 18:40:28		Euronext Star Milan
Societa'	:	OPENJOBMETIS
Identificativo Informazione Regolamentata	:	192827
Utenza - Referente	:	OPENJOBN08 - ESPOSTI
Tipologia	:	3.1
Data/Ora Ricezione	:	28 Giugno 2024 18:40:28
Data/Ora Inizio Diffusione	:	28 Giugno 2024 18:40:28
Oggetto	:	OJM_ Press Release Provisional Results of the Offer -95%_ENG
Testo del comunicato

Vedi allegato

Press release published by Openjobmetis S.p.A. on behalf of Plavisgas S.r.l.

THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS PRESS RELEASE IS PROHIBITED IN AN JURISDICTION WHERE IT WOULD CONSTITUTE A BREACH OF THE RELEVANT APPLICABLE LAW

PRESS RELEASE

* * *

PROVISIONAL RESULTS OF THE MANDATORY TOTALITARIAN PUBLIC TENDER OFFER CONCERNING THE ORDINARY SHARES OF OPENJOBMETIS S.P.A.

REACHED THE 95% THRESHOLD OF THE SHARE CAPITAL FOR THE "SQUEEZE-OUT " AND THE DELISTING

* * *

Milan, June 28, 2024 – Pursuant to Article 36 of the regulation approved by CONSOB resolution no. 11971 of May 14, 1999, as subsequently amended and supplemented (the "Issuers' Regulation"), CRIT S.A.S. ("CRIT") and Plavisgas S.r.l. (the "Offeror"), announce that, on today's date, the acceptance period (the "Acceptance Period") related to the mandatory totalitarian public tender offer, promoted by CRIT S.A.S. through the Offeror (the "Offer"), pursuant to and for the purposes of Articles 102 and 106, Paragraph 1, of Legislative Decree no. 58 of February 24, 1998, as subsequently amended and supplemented (the "TUF"), concerning all the shares of Openjobmetis S.p.A. – Agenzia per il Lavoro ("OJM" or the "Issuer"), other than those already held by CRIT, directly and – through the Offeror – indirectly, and the Treasury Shares held by the Issuer, ended.

Terms used with a capital letter in this press release, unless otherwise defined, have the meaning given to them in the offer document relating to the Offer, approved by CONSOB by resolution no. 23130 of May 30, 2024 and published on June 3, 2024 (the "Offer Document").

Based on the provisional results of the Offer communicated by Equita SIM S.p.A., in its capacity as Intermediary in Charge of Coordinating the Collection of Acceptances, at the end of the Acceptance Period, no. 1,281,027 Shares, equal to 9.58% of the Issuer's share capital as of the date of this press release and 36.19% of the Shares Subject to the Offer, were tendered to the Offer, for a total countervalue (calculated on the basis of the Consideration) of Euro 21,136,945.50.

The payment of the Consideration of the Offer for the Shares tendered to the Offer during the Acceptance Period, against the simultaneous transfer of title to such Shares to the Offeror, will take place on July 5, 2024.

It should also be noted that, in the period between the Date of the Offer Document and today's date: (i) the Offeror purchased – outside the Offer – no. 2,111,036 Shares, equal to 15.79% of the Issuer's share capital; (ii) the Persons Acting in Concert with the Offeror did not, either directly or indirectly, purchase Shares outside the Offer.

In light of the above, based on the provisional results of the Offer, if confirmed, taking into account (i) no. 1,281,027 Shares tendered to the Offer during the Acceptance Period (equal to 9.58% of the Issuer's share capital); (ii) no. 2,111,036 Shares purchased by the Offeror outside the Offer from the publication of the Offer

Press release published by Openjobmetis S.p.A. on behalf of Plavisgas S.r.l.

Document until June 26, 2024 (included) (equal to 15.79% of the Issuer's share capital); (iii) no. 8,767,183 Shares already owned by CRIT and Plavisgas (equal to 65.58% of the Issuer's share capital) as of the Date of the Offer Document; and (iv) no. 1,062,771 Treasury Shares (equal to 7.95% of the Issuer's share capital), as a result of the Offer CRIT – directly and, through the Offeror, indirectly – will hold a total of no. 13,222,017 Shares, amounting to 98.90% of the Issuer's share capital.

Consequently, as already announced to the market on June 26,2024, and in accordance with the provisions of Section A, Paragraphs A.9 and A.13.2, and Section G, Paragraph G.3, of the Offer Document, the legal requirements for the Offeror to exercise the Right to Purchase (which the Offeror declared in the Offer Document it will use) and to fulfil the Purchase Obligation under Article 108, paragraph 1, of the TUF, in relation to the remaining shares not yet tendered to the Offer (the "Residual Shares"), through a joint procedure agreed upon with CONSOB and Borsa Italiana (the "Joint Procedure") will occur.

For the purposes of the Joint Procedure, the Offeror will exercise the Right to Purchase and fulfil the Purchase Obligation under Article 108, paragraph 1, of the TUF by recognizing – pursuant to Article 108, paragraph 3, of the TUF – a consideration for each Residual Share equal to the Consideration of the Offer and thus Euro 16.50 (the "Joint Procedure Consideration").

Please note that following the fulfillment of the Joint Procedure, Borsa Italiana, pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulations, will order the suspension of the Shares from listing and trading and/or the Delisting, taking into account the timeframe for the exercise of the Right to Purchase.

In a specific press release pursuant to Article 50-quinquies, paragraph 2, of the Issuers' Regulation, which will be released by the Offeror within the deadline provided for by applicable regulations, the final results of the Joint Procedure will be announced. With the same press release, indications will be provided on how and when the Offeror, through the Joint Procedure, will fulfill the Purchase Obligation under to Article 108, paragraph 1, of the TUF and exercise the Purchase Right, and also indications on how and when the Delisting will be carried out, as well as how and when the suspension and/or delisting of the Shares will be carried out.

Manner of making the Offer Document available

The Offer Document, to which reference shall be made for a full description of the Offer, is still available to the public for consultation at: (i) the address where the shareholders' meeting of May 21, 2024 resolved to transfer the registered office of the Offeror, i.e., in Milan, Via San Michele del Carso, no. 32; (ii) the Issuer's registered office in Milan, Via Assietta, no. 19; (iii) the offices of Equita SIM S.p.A. as the Intermediary in Charge of Coordinating the Collection of Acceptances in Milan, Via Filippo Turati, no. 9; (iv) the Issuer's website www.openjobmetis.it; and (v) Groupe CRIT's website www.groupe-crit.com, parent company of the Offeror.

* * *

This communication does not constitute, nor is it intended to constitute, an offer, invitation or solicitation to buy or otherwise acquire, subscribe for, sell or otherwise dispose of financial instruments, and no sale, issuance or transfer of financial instruments of Openjobmetis S.p.A. will be made in any country in violation of the regulations applicable therein. The Offer is carried out by

Press release published by Openjobmetis S.p.A. on behalf of Plavisgas S.r.l.

means of the publication of the offer document approved by CONSOB. The offer document contains the full description of the terms and conditions of the Offer, including the terms and conditions for the acceptance.

The publication or distribution of this communication 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 take information about any restrictions under applicable laws and regulations and ensure that he or she complies with them. Any failure to comply with such restrictions could constitute a violation of the applicable law of the relevant Country. To the fullest extent permitted by the applicable regulations, the persons involved in the Offer are to be held harmless from any liability or detrimental consequence that may arise from the breach of the above restrictions by such relevant persons. This communication has been prepared in accordance with Italian law and the information disclosed herein may be different from that which would have been disclosed had the Communication been prepared in accordance with the laws of countries other than Italy.

No copy of this Communication nor any other documents relating to the Offer will be, nor may be, sent by mail or otherwise transmitted or distributed in any or from any Country where the provisions of local law may give rise to civil, criminal or regulatory risks whenever information concerning the Offer is transmitted or made available to shareholders of Openjobmetis S.p.A. 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 custodians, fiduciaries or trustees) is required not to mail or otherwise transmit or distribute the same to or from any such Country.

Fine Comunicato n.1803-110-2024	Numero di Pagine: 5
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