Delisting Announcement • Oct 30, 2024
Delisting Announcement
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IR Elica S.p.A.:
Francesca Cocco Lerxi ConsulEng – Investor RelaEons Tel: +39 (0)732 610 4205 E-mail: [email protected]
Alice Casadio Corporate & Internal CommunicaEon E-mail: [email protected]
ValenEna Burlando M +39 335.6182360 [email protected] Giulia Bertelli M +39 340.1453906 [email protected]
Fabriano, October 30, 2024 - Elica S.p.A. hereby announces that, with reference to the resolu9on passed by the Extraordinary Shareholders' Mee9ng held on September 19, 2024, concerning the "introduc9on of Ar9cle 8.5.2 (STRENGTHENED MULTI-VOTE SHARES)" of the By-Laws, the deadline for the exercise of the right of withdrawal for absent, abstaining shareholders and those who had voted unfavourably with respect to the above resolu9on concluded on October 22, 2024.
It is therefore recalled that the resolu9on of the Extraordinary Shareholders' Mee9ng and, as a result, the efficacy of the By-Law amendment regarding Strengthened Mul9-Vote Shares will cease to be effec9ve if any one of the following events (the "Termina9on Condi9ons") should occur:
It being understood, in any case and for the sake of clarity, that (a) the Withdrawal Value would be calculated net of the amounts due by the shareholders exercising their op9on and pre-emp9on rights pursuant to Ar9cle 2437-quater of the Civil Code and (b) that such Termina9on Condi9ons are in the interest of the Company, with all the broader powers of the Board of Directors to waive all or some of them even if they are fulfilled.
Based on the declara9ons of the exercise of the Right of Withdrawal received by the company by the above deadline, the right of withdrawal was validly exercised for a total of 2,082,176 shares, represen9ng 3.2882% of the company's share capital, for a total value of the withdrawal shares of Euro 3'975'706.85.
Elica S.p.A. Via Ermanno Casoli, 2 60044 Fabriano (AN) - Italy
Tel. +39 0732 6101 Fax +39 0732 610249 CerEfied e-mail [email protected] SDI Code - Y1NM1XC
COMPANIES REGISTER NO. AND TAX CODE AN 00096570429 SHARE CAPITAL EURO 12,644,560 FULLY PAID-IN
AN ISO 9001 ISO 14001 ISO 45001 CERTIFIED COMPANY elica.com
Therefore, it is reported that the Termina9on Condi9ons referred to in leiers a) and b) as reported above have not occurred, while, with reference to the condi9on referred to in leier c), the Board of Directors of the Company has decided to waive them, if it occurs. Therefore, the amendment to the Statute rela9ng to the enhanced increased vote is defini9vely effec9ve.
Elica will proceed with the liquida9on of the withdrawal shares in accordance with the applicable regula9ons and, in this regard, informs that, pursuant to Ar9cle 2437-quater, paragraph 2, of the Italian Civil Code, it today filed with the Companies Registra9on Office of Marche, province of Ancona, the right offer no9ce of the withdrawal shares for all shareholders of the company holding shares for which the right of withdrawal has not been exercised (the "Rights Issue").
The no9ce is made available to the public, in accordance with applicable laws and regula9ons, on the Company's website in the hips://corporate.elica.com/en/mul9-vote-shares , on the authorised storage mechanism , as well as in a na9onally circulated newspaper.
Therefore, from October 30, 2024 un9l November 29, 2024, the company's shareholders may
exercise their op9on rights in propor9on to the number of shares held as of the close of business on October 31, 2024, and for which the right of withdrawal has not been exercised.
Specifically, each share held is granted a valid op9on right to purchase the withdrawal shares in the ra9o of 1 withdrawal share for every xxx op9on rights held. This ra9o may change as a result of declara9ons of withdrawal sent by the conclusion of the of the legal deadline (i.e., by October 22, 2024) and not yet received by the Company; any such changes will be promptly no9fied by means of a no9ce published on the Company's website (hips://corporate.elica.com/it). The withdrawal shares are offered at a unit price corresponding to Euro 1.9094 per withdrawal share.
Subscrip9on to the Offer and any exercise of the Pre-Emp9on Right as per Ar9cle 2437-quater, paragraph 3 of the Civil Code, must be made through the intermediaries par9cipa9ng in the Monte Titoli S.p.A. centralised management system, by signing a special form available at the Company's website hips://corporate.elica.com/it.
It should also be noted that the Company's Board of Directors has resolved that if, at the end of the exercise of the Rights Issue and any pre-emp9on rights offer, any addi9onal withdrawal shares remain, it will not proceed to the rela9ve placement on the market, but directly to the purchase of the remaining shares at a unit price of Euro 1.9094, using available reserves, also as an excep9on to the provisions of the third paragraph of Ar9cle 2357 of the Civil Code. The terms and condi9ons of the possible purchase by the Company will be communicated, in accordance with the pro tempore legal and regulatory provisions.
All informa9on regarding the terms and condi9ons of the Rights Issue and the exercise of the pre-emp9on right is contained in the Rights Issue, to which reference is made.
***
Elica is an Italian company that sits at the forefront of the design and produc6on of home appliances for cooking. It boasts over 50 years of history and global leadership in kitchen extractor systems. It is the European benchmark in electric motors for home appliances and boilers. It employs around 2,600 staff between its headquarters in Fabriano and seven facili6es in Italy, Poland, Mexico and China. These are the figures that tell the story of Elica, which is constantly guided by Chairperson Francesco Casoli. The company's results are inspired by values that have always guided every one of its projects, products, and ac6vi6es: design that combines aesthe6cs and performance for an extraordinary cooking experience, art as a model for crea6ve processes and working methods, and innova6on for technology that brings out the very best in product func6onality.
Elica S.p.A. Via Ermanno Casoli, 2 60044 Fabriano (AN) - Italy
Tel. +39 0732 6101 Fax +39 0732 610249 CerEfied e-mail [email protected] SDI Code - Y1NM1XC
COMPANIES REGISTER NO. AND TAX CODE AN 00096570429 SHARE CAPITAL EURO 12,644,560 FULLY PAID-IN
AN ISO 9001 ISO 14001 ISO 45001 CERTIFIED COMPANY elica.com
Elica S.p.A. Via Ermanno Casoli, 2 60044 Fabriano (AN) - Italy
Tel. +39 0732 6101 Fax +39 0732 610249 CerEfied e-mail [email protected] SDI Code - Y1NM1XC
EURO 12,644,560 FULLY PAID-IN AN ISO 9001 ISO 14001 ISO 45001
COMPANIES REGISTER NO. AND TAX CODE AN 00096570429 SHARE CAPITAL
CERTIFIED COMPANY elica.com
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