Declaration of Voting Results & Voting Rights Announcements • Sep 6, 2024
Declaration of Voting Results & Voting Rights Announcements
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Essential information pursuant to Article 122 of Legislative Decree No. 58 of 24 February 1998 (the "TUF") and Article 130 of the Regulations adopted by CONSOB resolution No. 11971 of 14 May 1999 (the "Issuers' Regulations") relating to the agreement entered into on 4 September 2024 among Alessandro Mattiacci, Riccardo Cesare Lorenzini, Lappentrop S.r.l., Qmat S.r.l. and Francesco Hensemberger concerning the shares of Alkemy S.p.A..
Pursuant to Article 122 of the TUF and Article 130 of the Issuers Regulation, the following is hereby announced.
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On 3 June 2024, Retex S.p.A. - Benefit Company (the "Offeror"), pursuant to Article 102 of the TUF, announced its intention to promote a totalitarian voluntary tender offer (the "Tender Offer") on all the outstanding shares (the "Shares") of Alkemy S.p.A ("Alkemy" or the "Company") at a price of Euro 12.00 (twelve/00) per Share (the "Consideration") aimed at delisting the Company. On 24 July 2024, Consob approved the offer document relating to the Tender Offer which was subsequently published by the Offeror on 25 July 2024, pursuant to Articles 102 et seq. of the TUF, and which is available, inter alia, on Alkemy's website at www.alkemy.com.
On 8 August 2024, the Board of Directors of Alkemy approved the issuer's statement relating to the Tender Offer pursuant to Article 103, paragraphs 3 and 3-bis of the TUF, in which the Board of Directors deemed, inter alia, the Consideration to be unfair, from a financial point of view. On 8 August 2024, the issuer's statement was published pursuant to applicable laws and regulations and is available, inter alia, on Alkemy's website at www.alkemy.com.
On 4 September 2024, Alessandro Mattiacci - Chairman of the Board of Directors of the Company ("AM"), Riccardo Cesare Lorenzini - member of the Board of Directors of the Company ("RL"), Lappentrop S.r.l. - a company wholly owned by Alessandro Mattiacci, who is also its sole director ("Lappentrop"), Qmat S.r.l. ("Qmat") and Francesco Hensemberger ("FH", and, jointly with AM, RL, Lappentrop and Qmat, the "Parties") have entered into an agreement (the "Agreement") concerning the Alkemy Shares containing shareholders' agreements pursuant to Article 122 of the TUF, the essential information on which is published below pursuant to Article 130 of the Issuers' Regulation.
The shareholders' agreements contained in the Agreement are relevant pursuant to Article 122, paragraph 5, letters (b) and (d)-bis, of the TUF.
The Agreement pertains to the shares issued by Alkemy S.p.A., a "joint-stock company" ("società per azioni") incorporated under the laws of Italy with registered office in Milan, Via San Gregorio, No. 34, registered with the Companies' Register of Milan-Monza-Brianza-Lodi under No. 05619950966, with a share capital equal to Euro 595,534.32, fully subscribed and paid-in, divided into No. 5,685,460 Shares, without par value ("valore nominale") and with regular dividend entitlement ("godimento regolare").
According to the communications pursuant to Article 85-bis, paragraph 4bis of the Issuers' Regulations, as of the date of this essential information, due to the increase in voting rights pursuant to Article 127quinquies of the TUF and Article 14 of the Company's Articles of Association, the voting

rights exercisable at the Company's shareholders' meetings amount to 6,843,496.
The Shares are admitted to trading on the regulated market Euronext Milan, Euronext STAR Milan segment, organized and managed by Borsa Italiana S.p.A.
The parties to the Agreement are as follows:
The Agreement relates to all the Shares held by the Parties which, as at the date of this essential information, consist of:
The Agreement refers to a total number of 583,520 Shares held by the Parties jointly considered corresponding to 1,025,335 voting rights, representing in the aggregate 10.26% of the Company's share capital and 14.98% of the voting rights.
The Agreement provides that, starting from the date of signing of the Agreement, each Party irrevocably undertakes towards the other Parties - with respect to the Alkemy Shares held as of the date of the

Agreement and to any additional Alkemy Shares it may come to hold - not to accept the Tender Offer and/or dispose and/or sell in any way the Alkemy Shares in the Tender Offer, in whole or in part, at a price equal to the Consideration.
According to the terms and conditions of the Agreement, any third party holder of Alkemy's Shares who may be interested may also join the Agreement, by sending a written notice to the Parties with a signed copy of the Agreement, which shall certify the unconditional acceptance by the joining party of all the terms and conditions of the Agreement and which shall be countersigned for acceptance by the Parties. Following the receipt of such notice, the signature of the Agreement and the countersignature for acceptance by the Parties, the joining party shall assume the status of Party and shall be bound by all the commitments, responsibilities and obligations provided for in the Agreement, effective as of the date of signing of the Agreement.
The shareholders' agreements contained in the Agreement shall remain in force until the settlement of the Tender Offer, as it may be extended, or, if earlier, until the notice by the Offeror of the noncompletion of the Tender Offer for any reason whatsoever.
As at the date of this essential information, no person exercises control over the Company within the meaning of Article 93 of the TUF.
A copy of the Agreement has been filed within the terms of the law with the Milan-Monza-Brianza-Lodi Companies' Register and this essential information is published, in the manner and within the terms of the law, on Alkemy's website (www.alkemy.com), "Corporate governance - Corporate structures - Shareholders' agreements" section.
5 September 2024
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