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Amplifon — Share Issue/Capital Change 2026
May 22, 2026
4030_rns_2026-05-22_1f748d1a-6b47-4c25-b64a-e40a97a5a7be.pdf
Share Issue/Capital Change
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| Informazione Regolamentata n. 0525-41-2026 | Data/Ora Inizio Diffusione 22 Maggio 2026 07:00:12 | Euronext Star Milan |
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Societa': AMPLIFON
Utenza - referente: AMPLIFONN02 - Galli Gabriele
Tipologia: 2.2
Data/Ora Ricezione: 22 Maggio 2026 07:00:12
Oggetto: SUCCESSFUL COMPLETION OF THE PLACEMENT RESERVED TO QUALIFIED INVESTORS BY MEANS OF AN ACCELERATED BOOKBUILD OFFERING WITH A BOOK MULTIPLE TIMES OVERSUBSCRIBED
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Amplifon
NOT FOR RELEASE. PUBLICATION, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY. IN, INTO, OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR THAT JURISDICTION.
PRESS RELEASE
SUCCESSFUL COMPLETION OF THE PLACEMENT RESERVED TO QUALIFIED INVESTORS BY MEANS OF AN ACCELERATED BOOKBUILD OFFERING WITH A BOOK MULTIPLE TIMES OVERSUBSCRIBED
FULL SUBSCRIPTION OF AMPLIFON'S SHARE CAPITAL INCREASE WITH THE ISSUANCE OF NO. 45,300,00 ORDINARY SHARES FOR A TOTAL AMOUNT OF 453 MILLION EUROS
Milan, May 22nd, 2026 – Amplifon S.p.A. (EXM; Bloomberg/Reuters ticker: AMP:IM/AMPF.MI) (the "Company"), a global leader in hearing solutions and services, following the press release dated May 21st, 2026, announces the successful completion of the placement of the newly issued no. 45,300,000 ordinary shares, equal to around 20% of the share capital (pre capital increase), for a gross overall amount equal to Euro 453 million, by means of an accelerated bookbuilding procedure reserved to qualified investors (as defined in the press release of May 21st, 2026) (the "Placement").
Based on the demand gathered in the context of the accelerated bookbuilding procedure, with a book multiple times oversubscribed, the issue price of the new shares following the Placement was set at Euro 10.00 per share.
The Placement will be settled, by way of delivery of the securities and payment of the consideration, on May 26th, 2026.
As a result of the completion of the Placement:
(i) the Company will issue no. 45,300,000 ordinary shares for a gross overall amount equal to Euro 453,000,000 of which Euro 906,000 as nominal value and Euro 452,094,000 as share premium, which will be admitted to listing and trading as of the date of issue on Euronext Milan, STAR segment, organized and managed by Borsa Italiana S.p.A.;
(ii) the overall share capital of the Company will be equal to Euro 5,433,772.40, divided into no. 271,688,620 ordinary shares, with a par value of € 0.02 each;
(iii) new shares in the Placement have been also allocated to the shareholders Ampliter S.r.l. ("Ampliter") and Tamburi Investment Partners S.p.A. ("T.I.P.") who had committed to subscribing to the new shares for amounts of Euro respectively, 100,000,000 and Euro 30,000,000. Upon completion of the Placement, Ampliter continues to be the Company's controlling shareholder with a stake of approximately 38.69% of the share capital and 70.09% of the voting rights.
The proceeds from the Placement will be used in full to finance the cash portion of the acquisition of the "Hearing" business from GN Store Nord A/S ("GN" and the "Acquisition"). As previously indicated in the press release dated May 21st, 2026, the Company does not expect any further capital increases in connection with the Acquisition, save for the issuance of 56 million shares whose subscription will be reserved to GN at the date of the execution of the Acquisition (the "Closing"), as previously announced in the press release published on March 16th, 2026, and available, inter alia, on the Company's website, to which reference is made for further information regarding the Acquisition. GN has agreed to a lock-up with a total duration of up to 15 months following the Closing applied to the 56 million Amplifon shares that GN will receive at Closing. The lock-up is staggered, with less than approximately one-third of the shares being releasable after 9 months from Closing, and the balance released in further tranches thereafter until full expiry at 15 months.
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The Placement also allows the Company to broaden the institutional shareholder base, while increasing the free float and liquidity of the stock. Specifically, the Placement will increase the free float on the market by approximately 28%, bringing it to approximately 59% of the share capital.
In the context of the Placement, the Company and the shareholders Ampliter and T.I.P. entered into lock-up commitments for a duration of no. 180 days, in line with market practice for similar transactions.
In connection with the Placement, Goldman Sachs International and J.P. Morgan acted as Joint Global Coordinators and Joint Bookrunners and BNP PARIBAS and Deutsche Bank AG as Joint Bookrunners.
The Company will proceed with the required filings and communications in accordance with the applicable laws and regulations.
This document is not intended for distribution, directly or indirectly, in or into the United States of America, Canada, Japan, or Australia. This document does not constitute, nor is it part of, any offer or solicitation to purchase or subscribe for securities in the United States of America. The financial instruments referred to in this document have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The financial instruments referred to herein may not be offered or sold in the United States of America except to persons who are qualified institutional buyers ("QIBs") within the meaning of Rule 144A of the Securities Act or pursuant to other exemptions from registration requirements under U.S. law. There will be no public offering of financial instruments in the United States of America or in any state or jurisdiction where such an offering, solicitation, or sale is unlawful. The distribution of this document may be prohibited in certain countries under applicable laws. The information contained in this document is not intended for publication or distribution in Canada, Japan, or Australia, and does not constitute an offer to sell in Canada, Japan, or Australia. This document does not constitute, nor is it part of, any offer or solicitation to purchase or subscribe for securities in the United Kingdom and/or the European Economic Area. The financial instruments referred to in this document may, if at all, be offered in the United Kingdom only in reliance on an exemption under the Public Offers and Admissions to Trading Regulations 2024, including the exemption for offers to qualified investors and this information is directed only at persons to whom it may lawfully be communicated. In the European Economic Area exclusively to persons who qualify as "qualified investors" within the meaning of Article 2(1)(e) of Regulation (EU) 2017/1129. In Switzerland, the offering is exempt from the requirement to prepare and publish a prospectus under the Swiss Financial Services Act ("FinSA"). This document does not constitute a prospectus pursuant to the FinSA, and no such prospectus has been or will be prepared for or in connection with the offering of the financial instruments referred to in this document.
The publication, distribution or release of this announcement and the Share Capital Increase of the New Shares in certain jurisdictions may be restricted by law and persons into whose possession this document or other information referred to herein comes are required to 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.
In connection with the issue and sale of the New Shares, the Joint Global Coordinators and Joint Bookrunners or any of their respective affiliates may take up a portion of the New Shares as a principal position and in that capacity may retain, purchase, sell or offer to sell for its or their own accounts such New Shares or other securities of the Company or related investments in connection with the Share Capital Increase or otherwise. Accordingly, references in this announcement to the New Shares being sold, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Joint Global Coordinators and Joint Bookrunners or any of their respective affiliates acting in such capacity. In addition, the Joint Global Coordinators and Joint Bookrunners or any of their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Joint Global Coordinators and Joint Bookrunners or any of their respective affiliates may from time to time acquire, hold or dispose of ordinary shares of the Company. The Joint Global Coordinators and Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Any communication that a transaction is or that the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not an indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed.
None of the Joint Global Coordinators and Joint Bookrunners or any of their respective affiliates nor their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, Ampliter, T.I.P., their respective subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection therewith. The contents of this announcement have been prepared by and are the sole responsibility of the Company.
The Joint Global Coordinators and Joint Bookrunners are acting for the Company and no one else in connection with the transaction described hereto and will not be responsible to anyone other than the Company for providing the protections afforded to clients of the Joint Global Coordinators and Joint Bookrunners or for giving advice in connection with the transaction described hereto or any matter referred to herein.
Goldman Sachs International is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom.
Solely for the purposes of the product governance requirements contained within (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; (c) local implementing measures (the "EEA Product Governance Requirements") and (d) Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements" and together with the EEA Product Governance Requirements, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the New Shares have been subject to a product approval process, which has determined that such New Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II or Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"), as applicable; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of the Product Governance Requirements) should note that: the price of the New Shares may decline and investors could lose all or part of their investment; the New Shares offer no guaranteed income and no capital protection; and an investment in the New Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Share Capital Increase. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Global Coordinators and Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the New Shares and determining appropriate distribution channels.
About Amplifon
Amplifon, global leader in the hearing care retail market, empowers people to rediscover all the emotions of sound. Amplifon's around 20,600 people worldwide strive every day to understand the unique needs of every customer, delivering exclusive, innovative and highly personalized products and services, to ensure everyone the very best solution and outstanding experience. The Group, with annual revenues of 2.4 billion euros, operates through a network of 10,000 locations in 25 Countries and 5 continents. More information about the Group is available at: https://corporate.amplifon.com.
Investor Relations
Amplifon S.p.A.
Francesca Rambaud
Tel +39 02 5747 2261
[email protected]
Amanda Hart Giraldi
Tel +39 347 816 2888
[email protected]
Corporate Communication
Amplifon S.p.A.
Salvatore Ricco
Tel +39 335 770 9861
[email protected]
Dania Copertino
Tel +39 348 298 6209
[email protected]
| Fine Comunicato n.0525-41-2026 | Numero di Pagine: 5 |
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