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RNS - Communication issued by Il Sole 24 ORE S.p.A. on behalf of Zenit S.p.A. - final results of the offer

Company: Il Sole 24 Ore Date: 2025-07-02 Language: Italian Register to download
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PRESS RELEASE PUBLISHED BY IL SOLE 24 ORE S.P.A. AT THE REQUEST OF ZENIT S.P.A.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

VOLUNTARY PUBLIC TENDER OFFER LAUNCHED BY ZENIT S.P.A. ON ALL THE SPECIAL SHARES OF IL SOLE 24 ORE S.P.A

#### PRESS RELEASE

pursuant to Article 41, paragraph 6, of the Regulation adopted by CONSOB Resolution No. 11971 of May 14, 1999 (the "Issuers' Regulations")

\* \* \* \* \*

#### FINAL RESULTS OF THE OFFER

REACHED 95.014% OF THE SHARE CAPITAL OF IL SOLE 24 ORE S.P.A. (INCLUDING THE TREASURY SPECIAL SHARES)

#### FULFILLMENT OF THE MAE CONDITION AND OF THE OTHER OFFER CONDITIONS

## THE OCCURRENCE OF THE LEGAL REQUIREMENTS FOR THE EXERCISE OF THE RIGHT TO PURCHASE PURSUANT TO ARTICLE 111 OF THE CFA AND FOR THE FULFILLMENT OF THE PURCHASE OBLIGATION PURSUANT TO ARTICLE 108, PARAGRAPH 1, OF THE CFA IS CONFIRMED

Rome, 2 July 2025 – Further to the press release disseminated on 30 June 2025, Zenit S.p.A. (the "Offeror"), a company whose share capital is wholly owned by Confindustria Servizi S.p.A., which is in turn wholly owned by Confindustria - Confederazione Generale dell'Industria Italiana ("Confindustria"), hereby announces, pursuant to Article 41, paragraph 6, of the Issuers' Regulations, the final results of the acceptances to the voluntary totalitarian public tender offer (the "Offer") launched by the Offeror pursuant to Articles 102 et seq. of the Legislative Decree No. 58 of 24 February 1998 (the "CFA"), concerning a maximum of 18,020,513 special shares (the "Shares" or "Special Shares") of Il Sole 24 Ore S.p.A. ("Il Sole 24 Ore" or the "Issuer"), representing approximately 31.982% of the share capital represented by Special Shares of Il Sole 24 Ore.

Capitalized terms used in this press release, unless otherwise defined, have the meanings ascribed to them in the offer document approved by CONSOB with resolution No. 23560 dated 21 May 2025 and published on 23 May 2025 (the "Offer Document"), available, inter alia, on the Issuer's website [\(www.gruppo24ore.ilsole24ore.com\)](http://www.gruppo24ore.ilsole24ore.com/).

#### Final results of the Offer

Based on the final results communicated by Intesa Sanpaolo – IMI Corporate & Investment Banking Division, in its capacity as the Intermediary in Charge of Coordinating the Collection of Acceptances, at the end of the Acceptance Period, a total of 11,926,537 Special Shares have been tendered in the Offer. These represent approximately 21.167% of the share capital represented by Special Shares of Il Sole 24 Ore, approximately 66.183% of the Special Shares Subject by the Offer, and approximately 18.251% of the share capital, for a total disbursement (calculated on the basis of the Consideration of Euro 1.100 per each Special Share tendered to the Offer) of Euro 13,119,190.70.

The total number of Shares tendered to the Offer has therefore increased by 72,000 Special Shares compared to the amount indicated in the Press Release on the Provisional Results of the Offer published on 30 June 2025.

It should be noted that, from the Date of the Offer Document (i.e., 23 May 2025) to the date hereof, the Offeror has made purchases outside the Offer, duly disclosed in accordance with applicable legal and regulatory provisions, for a total of 3,284,419 Special Shares, representing approximately 5.829% of the share capital represented by Special Shares of Il Sole 24 Ore and approximately 5.026% of the share capital of Il Sole 24 Ore, at a unit price per Share not exceeding the Consideration.

Therefore, based on the above final results of the Offer, taking into account (i) the 11,926,537 Special Shares tendered to the Offer during the Acceptance Period (equal to 21.167% of the share capital represented by Special Shares); (ii) the 41,279,501 Special Shares already held by the Offeror and Persons Acting in Concert (equal to 73.261% of the share capital represented by Special Shares); and (iii) the 330,202 treasury Special Shares held by the Issuer (equal to 0.586% of the share capital represented by Special Shares of Il Sole 24 Ore), on the Payment Date, the Offeror and Persons Acting in Concert will hold a total of 53,536,240 Special Shares, corresponding to 95.014% of the share capital represented by Special Shares of Il Sole 24 Ore.

It should also be noted that, in any case, Confindustria holds 9,000,000 ordinary shares of Il Sole 24 Ore, representing 100% of the share capital represented by ordinary shares. Accordingly, taking into account the 330,202 treasury Special Shares held by the Issuer, the Offeror and the Persons Acting in Concert will hold a total of 62,536,240 ordinary and Special Shares of Il Sole 24 Ore, corresponding to 95.700% of the share capital of Il Sole 24 Ore.

As previously announced by the Offeror in the Press Release on the Provisional Results of the Offer, in light of the above, the Offeror confirms that the Reopening of the Terms of the Acceptance Period will not take place, pursuant to and for the purposes of Article 40-bis, paragraph 3, letter b), of the Issuers' Regulations.

### Fulfilment of the MAE Condition and of the other Offer Conditions

As stated in the Press Release on the Provisional Results of the Offer published on 30 June 2025, and as indicated in the Warnings, Section A.1 of the Offer Document, the effectiveness of the Offer was subject, inter alia, to the MAE Condition, meaning the non-occurrence, by the second Trading Day prior to the Payment Date of the Consideration, of: (i) extraordinary and unforeseeable events or situations as of the Announcement Date, beyond the Offeror's control, involving significant adverse changes in the political, financial, economic, currency, regulatory or market situation, at national or international level, that would have materially detrimental effects on the Offer and/or on the assets, financial position, economic or income situation of the Issuer compared to what is set out in the Issuer's consolidated financial statements as at 31 December 2024; or (ii) events or situations concerning the Issuer, beyond the Offeror's control and unknown to the Offeror and/or the market as of the Announcement Date, that entail, or could reasonably be expected to entail, materially detrimental changes in the Issuer's business and/or in its assets, financial position, economic or income situation compared to what is set out in the Issuer's consolidated financial statements as at 31 December 2024 (the "MAE Condition").

In light of the foregoing, Zenit announces that the MAE Condition has been fulfilled.

With reference to the Threshold Condition, based on the final results of the Offer as set out above, the Offeror confirms what was already stated in the Press Release on the Provisional Results of the Offer published on 30 June 2025, namely that such Offer Condition has been satisfied because, as a result of the acceptances of the Offer, taking into account the Shares of the Issuer already held by the Offeror and by the Persons Acting in Concert, including treasury Special Shares and Shares purchased outside the Offer by Zenit, the Offeror will hold a stake equal to approximately 95.014% of the Issuer's share capital represented by Special Shares of Il Sole 24 Ore.

Finally, it should be noted that both the Authorisation Condition and the Defensive Measures Condition are also deemed to have been fulfilled.

As a result, the Offer has become fully effective and may now be completed.

In light of the foregoing, the Offeror:

- (i) will purchase all Special Shares tendered to the Offer during the Acceptance Period on the Payment Date; and
- (ii) will fulfil the Purchase Right and the Purchase Obligation pursuant to Article 108, paragraph 1, of the CFA in relation to the remaining 2,809,557 Special Shares still outstanding, i.e., the Shares that were not tendered during the Acceptance Period and were not acquired outside the Offer by the Offeror, representing approximately 4.986% of the Issuer's share capital (the "Residual Shares").

### Consideration and Payment Date

On the Payment Date, i.e. 4 July 2025, the Offeror will pay each shareholder who has tendered their Special Shares to the Offer the Consideration, equal to Euro 1.100 per Share tendered during the Acceptance Period, against the simultaneous transfer of ownership of such Shares to the Offeror.

The Consideration will be paid in cash. The Offeror will transfer the Consideration to the account indicated by the Intermediary in Charge of Coordinating the Collection of Acceptances, who will in turn transfer the Consideration to the Appointed Intermediaries. These will then credit the Depositary Intermediaries, which will proceed with crediting the relevant amounts to their customers' accounts, in accordance with the instructions provided by each shareholder in the Acceptance Form.

The Offeror's obligation to pay the Consideration under the terms of the Offer shall be deemed fulfilled once the relative amounts are transferred to the Appointed Intermediaries. Any delay or failure in transferring the amounts from the Appointed or Depositary Intermediaries to the entitled shareholders shall be borne exclusively by the latter.

### Terms and Conditions for the exercise of the Purchase Right and the fulfilment of the Purchase Obligation under Article 108, paragraph 1, of the CFA

As previously indicated, in light of the final results of the Offer, the Offeror announces that the legal conditions have been met for the exercise of the Purchase Right and for the fulfilment of the Purchase Obligation under Article 108, paragraph 1, of the CFA in relation to the Residual Shares, namely the remaining 2,809,557 Special Shares, representing 4.986% of the Issuer's share capital, still outstanding as of the Payment Date.

As represented in the Offer Document, by exercising the Purchase Right (pursuant to Article 111 of the CFA), the Offeror will also fulfil the Purchase Obligation under Article 108, paragraph 1, of the CFA by initiating a single procedure (the "Joint Procedure"), covering all the Residual Shares.

The consideration for the Joint Procedure — and therefore for the Purchase Right and the concurrent Purchase Obligation under Article 108, paragraph 1, of the CFA — will be determined by CONSOB in an amount equal to the Consideration of the Offer (i.e., Euro 1.100 per Residual Share) pursuant to the combined provisions of Article 108, paragraph 4, of the CFA (as referred to, with respect to the Purchase Right, in Article 111, paragraph 2, of the CFA) and Article 50, paragraph 4, letter c), of the Issuers'

Regulations (as referred to, with respect to the Purchase Right, in Article 50-quater, paragraph 1, of the Issuers' Regulations), given that, under the aforementioned legal and regulatory provisions, the number of Shares tendered in the Offer during the Acceptance Period (together with the purchases of Shares carried out by the Offeror outside the Offer during the Acceptance Period) was higher than 50% but lower than 90% of the Shares Subject to the Offer (i.e., 13,430,727 Shares, representing 74.530% of the Shares Subject to the Offer).

It should be noted that, following completion of the Joint Procedure, Borsa Italiana will order, pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Rules, the suspension of the Shares from trading on Euronext Milan and their Delisting.

The modalities and terms by which the Offeror will exercise the Joint Procedure, as well as the suspension of trading and the Delisting of the Shares, will be announced as soon as CONSOB has determined the consideration for the Joint Procedure pursuant to the aforementioned legal and regulatory provisions.

To this purpose, the Offeror will submit a request to CONSOB for the determination of the consideration of the Joint Procedure pursuant to the combined provisions of Article 108, paragraph 4, of the CFA (as referred to, with respect to the Purchase Right, in Article 111, paragraph 2, of the CFA) and Article 50, paragraph 10, of the Issuers' Regulations (as referred to, with respect to the Purchase Right, in Article 50-quater, paragraph 1, of the Issuers' Regulations).

\*\*\*\*\*\*\*

# THIS PRESS RELEASE SHALL NOT BE RELEASED, PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN (OR ANY EXCLUDED COUNTRY). THE INFORMATION PROVIDED IN THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL ANY SECURITIES OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OF AMERICA, IN ANY EXCLUDED COUNTRY OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER OR SOLICITATION IS NOT AUTHORISED OR TO ANY PERSON WHO IS NOT PERMITTED BY LAW TO MAKE SUCH OFFER OR SOLICITATION.

The voluntary public tender offer described in this press release has been launched by Zenit S.p.A. on all the special shares of Il Sole 24 Ore S.p.A.

This press release does not constitute an offer to purchase or sell the special shares of Il Sole 24 Ore S.p.A.

The Offer is made through the publication of the related Offer Document approved by CONSOB. The Offer Document contains a complete description of the terms and conditions of the Offer, including the procedures for acceptance.

The Offer is promoted in Italy, since the special shares are listed on Euronext Milan, organized and managed by Borsa Italiana, and is made, on a non-discriminatory basis and on equal terms, to all shareholders of the Issuer.

The Offer will not be promoted or disseminated, directly or indirectly, in the United States of America, Australia, Canada, Japan or any other country where the Offer is not permitted in the absence of authorization from the relevant local authorities or would otherwise violate laws or regulations (the "Other Countries"), nor by using means of communication or international commerce (including, by way of example, postal network, fax, telex, e-mail, telephone or internet) of the United States of America, Australia, Canada, Japan or the Other Countries, nor through any structure of any of the financial intermediaries of the United States of America, Australia, Canada, Japan or the Other Countries, nor in any other manner.

Copies, whether whole or partial, of this press release, of the Offer Document, or of any document relating to the Offer, are not and must not be sent, nor in any way transmitted or otherwise distributed, directly or indirectly, in the United States of America, Australia, Canada, Japan or the Other Countries. Anyone receiving such documents must not distribute, send or transmit them (either by mail or by any other means or instrument of communication or commerce) into the United States of America, Australia, Canada, Japan or the Other Countries.

Tendering in the Offer by persons residing in countries other than Italy may be subject to specific obligations or restrictions provided for by legal or regulatory provisions. It is the sole responsibility of the recipients of the Offer to comply with such laws and, therefore, prior to tendering in the Offer, to verify the existence and applicability of such provisions by contacting their own advisors. Tenders in the Offer resulting from solicitations carried out in violation of the above restrictions will not be accepted.