CIR Group

M&A Activity • Dec 16, 2024

Informazione Regolamentata n. 0097-189-2024	Data/Ora Inizio Diffusione 16 Dicembre 2024 17:45:29		Euronext Milan
Societa'	:	CIR
Identificativo Informazione Regolamentata	:	199469
Utenza - Referente	:	CIRNSS02 - Michele Cavigioli
Tipologia	:	2.2
Data/Ora Ricezione	:	16 Dicembre 2024 17:45:29
Data/Ora Inizio Diffusione	:	16 Dicembre 2024 17:45:29
Oggetto	:	Press release pursuant to article 36 of the Issuers' Regulation – Fulfillment of the Effectiveness of the Conditions of the Offer
Testo del comunicato

Vedi allegato

CIR Group contacts:

Milan, December 16, 2024 – With reference to the voluntary partial public offer for the purchase promoted by CIR S.p.A. – Compagnie Industriali Riunite ("CIR" or the "Offeror" or the "Issuer") pursuant to Articles 102 et seq. of Legislative Decree No. 58 of February 24, 1998, as subsequently amended and supplemented ("TUF"), and Article 37 of the Regulation adopted by Consob with resolution no. 11971 of May 14, 1999, as subsequently amended and supplemented (the "Issuers' Regulation"), concerning a maximum of 131,147,541 no-par value shares of CIR S.p.A., as per the press release published on October 11, 2024, by CIR in its capacity as the Offeror (the "Offer"), the Offeror announces that, as of today, the Conditions for the Offer to be Effective, referred to in Section A, Paragraph A.1 of the offer document approved by Consob with resolution no. 23321 of November 20, 2024 (the "Offer Document") have been fulfilled.

In light of the above, the Offer shall be deemed fully effective.

Please note that the Press Release on the Definitive Results will be published within 7:29 AM on December 19, 2024.

For further information regarding the Offer, reference is made to the Offer Document, which contains a detailed description of the terms and conditions of the Offer, available to the public along with the subscription form for consultation at the registered office of CIR in Milan, Via Ciovassino, no. 1, as well as at the Intermediary Appointed to Coordinate the Collection of the Tenders, Società per Amministrazioni Fiduciarie "SPAFID" S.p.A., and at the offices of the Appointed Intermediaries, BNP Paribas, Italy Branch, and EQUITA SIM S.p.A., Milan, as well as on the Issuer's website at www.cirgroup.it in the "Governance/Voluntary Partial Public Tender Offer" section.

The dissemination, publication or distribution of this notice is prohibited in any jurisdiction where it would constitute a violation of the relevant applicable law.

The Offer is being launched exclusively in Italy and will be promoted on a non-discriminatory basis and on equal terms to all holders of CIR shares, as indicated in the communication published pursuant to article 102 of Italian Legislative Decree No. 58 of February 24, 1998, and better described in the Offer Document to be published pursuant to applicable regulations.

The Offer has not been and will not be promoted in the United States of America, Canada, Japan, Australia, as well as any other country where the promotion of such Offer and the tendering therein would not be in compliance with financial market or other local laws and regulations or would otherwise not be permitted in the absence of prior registration, approval or filing with the respective regulatory authorities

Press Office Dini Romiti Consulting Investor Relations Corporate Secretariat Ph: +39 02 722701 Angelo Lupoli Michele Cavigioli Antonio Segni alupoli@dr-cons.it ir@cirgroup.com Flavia Torriglia infostampa@cirgroup.com segreteriasocietaria@cirgroup.com cirgroup.it

(such countries including the United States, Canada, Japan and Australia, the "Excluded Countries"), nor by using domestic or international means of communication or commerce of the Excluded Countries (including, but not limited to, the postal network, fax, telex, electronic mail, telephone and the internet), nor through any facility of any financial intermediary of the Excluded Countries, nor in any other manner. No action has been taken nor will be taken to make the Offer possible in any of the Excluded Countries.

A copy, in whole or in part, of any document relating to the Offer, including this press release, is not and shall not be sent, or in any way transmitted, or otherwise distributed, directly or indirectly, in the Excluded Countries. Any person who receives the above documents shall not distribute, send or dispatch them (either by mail or by any other means or instrument of communication or international commerce) in the Excluded Countries. Any document relating to the Offer, including this press release, does not constitute and shall not be construed as an offer of financial securities addressed to persons domiciled and/or resident in the Excluded Countries. No participation may be offered or sold in the Excluded Countries in the absence of specific authorization under applicable local law provisions of the Excluded Countries or a waiver thereof.

This press release does not constitute an offer to sell or a solicitation of offers to buy or subscribe the shares.

Fine Comunicato n.0097-189-2024	Numero di Pagine: 4
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