Landi Renzo

Share Issue/Capital Change • Sep 19, 2022

Informazione Regolamentata n. 0915-60-2022		Data/Ora Ricezione 19 Settembre 2022 07:48:17	Euronext Star Milan
Societa'	:	LANDI RENZO
Identificativo Informazione Regolamentata	:	167136
Nome utilizzatore	:	LANDIN03 - Cilloni
Tipologia	:	REGEM; 3.1
Data/Ora Ricezione	:	19 Settembre 2022 07:48:17
Data/Ora Inizio Diffusione presunta	:	19 Settembre 2022 07:48:20
Oggetto	:	PR - Fully subscribed share capital increase of all remaining unopted rights
Testo del comunicato

Vedi allegato.

FULLY SUBSCRIBED THE SHARE CAPITAL INCREASE THROUGH THE PLACEMENT OF ALL REMAINING UNOPTED RIGHTS

Cavriago (RE), September 19, 2022 - Following the press release issued on September 7, 2022, Landi Renzo S.p.A. ("Landi Renzo" or the "Company") reminds that, as a result of the offer period - relating to the rights issue approved by the Extraordinary Shareholders' Meeting on April 29, 2022 and whose final terms and conditions were determined by the Company's Board of Directors on July 11, 2022 ("Capital Increase") - and of the auction held on September 6, a total of no. 110,655,272 newly issued shares, equal to approximately 98.360% of the shares offered resulting from the Capital Increase, for a total amount of Euro 58,647,294.16, thus leaving 1,844,728 shares (the "Residual Shares"), for a total amount of Euro 977,705.84.

In line with the provisions of the resolution of the Extraordinary Shareholders' Meeting of the Company held on April 29, 2022, the Board of Directors, on September 15, 2022, in view of the interest expressed by the Company's majority shareholder, GbD Green by Definition S.p.A. ("GbD"), to subscribe in full for the Residual Shares, resolved to proceed with the placement of the Residual Shares in favor of GbD, on condition that said placement takes place as soon as possible and, in any event, at a subscription price per share equal to the same price at which the shares were offered in the context of the Capital Increase, i.e. Euro 0.53 (including share premium).

Pursuant to the procedure on related party transactions adopted by the Company, the aforementioned resolution of the Board of Directors of Landi Renzo was adopted subject to the favorable opinion of the Related Party Transactions Committee. In particular, the RPT Committee decided to express a favorable opinion on the possible placement of the Residual Shares in favor of GbD, provided that the allocation of such shares takes place rapidly and under the same economic conditions (Euro 0.53 per share) at which the Capital Increase was carried out, in light of the fact that (i) it is in the Company's interest to fully subscribe to the Capital Increase in order to provide Landi Renzo with the total amount deriving from the Capital Increase itself in order to be able to more easily implement its strategic plans (ii) the subscription price of the newly issued shares possibly to be paid by GbD is equal to that applied to the Capital Increase in an economic context substantially unchanged compared to July/August and (iii) the possible placement of the newly issued shares resulting from the Capital Increase directly to GbD does not alter the equal treatment with respect to the market in that, through the auction of the unexercised rights, the opportunity has already been offered to all (shareholders and non-shareholders) to subscribe to said shares, therefore, the possible subscription by GbD of the remaining newly issued shares, as a "guarantee" for the completion of the Capital Increase.

Today, GbD has fully subscribed the Residual Shares: following such subscription, the Capital Increase is therefore fully subscribed.

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This press release does not constitute an offer to sell or a solicitation of an offer to buy or subscribe for any securities. In particular, this press release and the information contained herein does not constitute an offer or solicitation to subscribe for or purchase any securities in the United States of America, Australia, Canada or Japan or any other country in which such an offer or solicitation is subject to authorisation by local authorities or otherwise prohibited by law. This announcement, any part of it or its distribution may not form the basis of, or be relied upon in connection with, any contract or investment decision. The securities referred to herein have not been, and will not be, registered in the United States of America under the United States Securities Act of 1933 (as amended) (the "Securities Act"), or in Australia, Canada or Japan or any other country in which such offer or solicitation is subject to authorization by local authorities or otherwise prohibited by law. The securities referred to herein may not be offered or sold in the United States of America or to U.S. persons unless they are registered under the Securities Act or there is an applicable exemption to registration under the Securities Act. Landi Renzo S.p.A. does not intend to register any offer in the United States of America. Any public offering will be made exclusively in Italy in accordance with applicable laws. This document does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129. A prospectus for the purpose of admission to trading of the newly issued ordinary shares of Landi Renzo S.p.A. will be published in accordance with applicable regulations.

Landi Renzo is the global leader in the natural gas, biomethane and hydrogen sustainable mobility and infrastructure sector. The Group stands out for its extensive presence at global level in over 50 countries, generating nearly 90% of its revenues abroad. Landi Renzo S.p.A. has been listed on the Euronext STAR Milan segment of Borsa Italiana since June 2007.

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For more information:

LANDI RENZO S.p.A. Paolo Cilloni CFO and Investor Relator ir@landi.it

Media Contacts: Community landirenzo@community.it Roberto Patriarca – +39 335 6509568 Silvia Tavola – '+39 338 6561460 Lucia Fava – + 39 366 5613441