Reply

Share Issue/Capital Change • Jan 7, 2025

Informazione Regolamentata n. 0482-2-2025		Data/Ora Inizio Diffusione 7 Gennaio 2025 17:57:35	Euronext Star Milan
Societa'	:	REPLY
Identificativo Informazione Regolamentata	:	200115
Utenza - Referente	:	REPLYNSS01 - LODIGIANI RICCARDO
Tipologia	:	3.1
Data/Ora Ricezione	:	7 Gennaio 2025 17:57:35
Data/Ora Inizio Diffusione	:	7 Gennaio 2025 17:57:35
Oggetto	:	Alika S.r.l. – launch of accelerated bookbuilding
Testo del comunicato

Vedi allegato

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA, SOUTH AFRICA, AUSTRALIA OR JAPAN. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.

PRESS RELEASE

ALIKA S.R.L. LAUNCHES THE SALE OF UP TO 1 MILLION SHARES OF REPLY THROUGH AN ACCELERATED BOOKBUILDING PROCESS TO INSTITUTIONAL INVESTORS

Turin, 7 January 2025

Alika S.r.l. ("Alika") announces the launch of a sale of up to 1 million ordinary shares of Reply S.p.A., corresponding to c. 2.7% of Reply S.p.A. share capital, through an accelerated bookbuilding process reserved to institutional investors (the "Placement").

Morgan Stanley is acting as Sole Bookrunner in connection with the Placement.

The Placement will commence immediately and Alika reserves the right to close the books at any time. Alika will announce the outcome of the Placement upon completion.

As part of the Placement and in line with market practice for transaction of this nature, Alika has agreed to a 180-day lock-up period with respect to its remaining stake in Reply.

* * *

Important Regulatory Notice

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia), Canada, South Africa, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration thereunder or pursuant to an available exemption therefrom. Neither this document nor the information contained herein constitutes or forms part of an offer to sell, or the solicitation of an offer to buy, securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction.

In any EEA Member State, this announcement is only addressed to and is only directed at qualified investors (within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation")) in that Member State. In the United Kingdom this announcement is directed exclusively at persons who are "qualified investors" (as defined in the Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018) (the "UK Prospectus Regulation") who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act

ALIKA S.r.l.

C.so Francia, 110 - 10143 Torino - Italia tel +39 011 7711594 - fax +39 011 7495416

Cap. Soc. € 100.000,00 i.v. Reg. Imp. e Cod. Fisc. 11856600017 P.Iva IT 11856600017 Sede legale C.so Francia, 110 - 10143 Torino - Italia tel +39 011 7711594 - fax +39 011 7495416

2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) persons referred to in Article 49(2) (a) to (d) of the Order (high net worth entities, non-registered associations, etc.) and (iii) other persons to whom this document may be lawfully communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity in connection with this announcement will be available to, and will only be engaged with, qualified investors in the EEA or relevant persons in the United Kingdom. Any person who is not a qualified investor or a relevant person should not act or rely on this announcement or any of its contents. No prospectus has been or will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Regulation or the UK Prospectus Regulation) to be published.

This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Morgan Stanley & Co. International plc (the "Manager") or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. In connection with the sale of the shares of Reply S.p.A. (the "Shares"), the Manager and any of its affiliates acting as an investor for their own account may take up as a proprietary position any Shares and in that capacity may retain, purchase or sell for their own account such Shares. In addition the Manager or its affiliates may enter into financing arrangements and swaps with investors in connection with which the Manager (or its affiliates) may from time to time acquire, hold or dispose of Shares. The Manager does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Shares. Any investment decision in connection with the Shares must be made solely on the basis of all publicly available information relating to the Shares (which has not been independently verified by the Manager).

The Manager is acting on behalf of Alika S.r.l. and no one else in connection with the sale of the Shares and will not be responsible to any other person for providing the protections afforded to clients of the Manager nor for providing advice in relation to the sale of the Shares. This communication and any subsequent offer of securities may be restricted by law in certain jurisdictions and persons receiving this communication or any subsequent offer should inform themselves about and observe any such restriction and must not under any circumstances forward this communication to any other person. Failure to comply with such restrictions may violate securities laws of any such jurisdiction.