Bertolotti — M&A Activity 2015

May 21, 2015

Informazione Regolamentata n. 0469-29-2015		Data/Ora Ricezione 21 Maggio 2015 17:11:20	MTA - Star
Societa'	:	BE
Identificativo Informazione Regolamentata	:	58808
Nome utilizzatore	:	SERVICEN01 - Mascarini
Tipologia	:	AVVI 16
Data/Ora Ricezione	:	21 Maggio 2015 17:11:20
Data/Ora Inizio Diffusione presunta	:	21 Maggio 2015 17:26:21
Oggetto	:	PR 18052015 Be: Communications from the shareholder Data Holding
Testo del comunicato

Vedi allegato.

Be: Communications from the shareholder Data Holding

Usufruct (without voting right) established on 4.67% of the share capital of Data Holding for the benefit of TIP, by way of execution of the agreements announced on 4 May 2015

Rome, 18 May 2015

Be Think, Solve, Execute S.p.A. (BE) received notice from its shareholder, Data Holding 2007 S.r.l. (Data Holding), that, on this day, by way of execution of the agreements undersigned a latere with respect to the framework agreement of 4 May 2015 (Framework Agreement) between Data Holding, Tamburi Investment Partners S.p.A. (TIP), iFuture Power in Action S.r.l. (iFuture) and the shareholders of iFuture, Mr Carlo and Mr Stefano Achermann, ItalBenim S.r.l. (IB) and Consulgest S.r.l. (Consulgest) have established the usufruct right on all shares held by the said companies in Data Holding for the benefit of TIP, the said shareholdings representing 4.67% of the share capital (IB and Consulgest shareholdings).

The object of the usufruct consists solely in the economic rights relative to the IB and Consulgest shares, and IB and Consulgest have therefore retained the voting right and the other administrative rights for the said shareholdings, which rights are unchanged with respect to the previous division (0.93% held by IB and 3.74% held by Consulgest).

General context of the operation

As per the information provided by Data Holding, the operation is part of a project more general in nature concerning Data Holding, key shareholder of the listed group, Be Think, Solve, Execute S.p.A., the share capital of which is held by TIP (46.71%), by iFuture (48.62%) (70% of iFuture is held by Stefano Achermann and 30% by Carlo Achermann), by IB (0.93%) and by Consulgest (3.74%)).

Again, as per information provided by the shareholder, the various operations following one upon the other, regulated by the Framework Agreement, are conducive to liquidation of Data Holding – which may occur due to expiry of duration, pursuant to the by-laws, on 31 December 2015, or, alternatively, which may occur at an earlier time to be decided upon, in the event, by the shareholders – and are conducive, also, to transfer of the shareholdings to the individual shareholders to ensure more direct

management of the investment and that individuals take a greater part in the affairs of the company and the shared process of value-creation.

The first step of the operation consisted in reimbursement by Data Holding relative to the various shareholder financing facilities granted by iFuture and TIP through allotment in lieu of payment, in their favour, of BE shares.

Further steps – as per the Framework Agreement − consist in the operation of this day to be followed, by the close of May 2015, by establishment on the part of iFuture of a usufruct right (also in this case, with no voting rights) for the benefit of TIP regarding a part of the shareholding held in Data Holding. This shall, for iFuture, enable a major deleveraging operation − the outcome of a positive agreement with the financing credit institutions − made possible also thanks to use of its own resources and to a more general rationalization of the shareholdings of the Achermanns.

The outcome shall consist in an arrangement preparatory for liquidation, which shall see TIP and the Achermanns investing their own resources, given their firm belief in the industrial validity of the operation and their full confidence in the prospects for growth of the Be Think, Solve, Execute S.p.A. group.

For a more detailed account of the contents of the Framework Agreement, please see the press release published in 4 May 2015, available at www.be-tse.com.

This press release is available at the company's web site, www.be-tse.com.

The Be Group is listed in the STAR segment of Borsa Italiana and is one of the leading Italian players in the IT Consulting sector. The company provides Business Consulting, Information Technology and Process & Document Management services. A combination of specialist skills, advanced proprietary technologies and a wealth of experience enable the Group to work with leading financial and insurance institutions and Italian industry to create value and boost business growth. With around 1,000 employees and branches in Italy, United Kingdom, Germany, Austria, Switzerland, Romania, Poland and the Ukraine, in 2014, the Group recorded a value of production of Euro 98.5 million.

Contacts

IR TOP Be S.p.A. Investor Relations & Financial Communication Floriana Vitale – Domenico Gentile Manuela Mascarini Tel. +39 02 45.47.38.84/3 Tel. +39 06 54.24.86.24 ir@irtop.com IR.be@be-tse.it

Investor Relations

www.be-tse.it