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Brembo — Share Issue/Capital Change 2021
May 25, 2021
4472_rns_2021-05-25_2b28bc14-c2a7-4554-a409-0340a3c76514.pdf
Share Issue/Capital Change
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PRESS RELEASE
Stezzano, 25 May 2021
Final results of the exercise of the right of withdrawal
Filing of the option right offer
Brembo S.p.A. ("Brembo" or the "Company") announces that, with regard to the amendment to Article 4 of Brembo's By-laws concerning the corporate purpose (the "Amendment to the By-laws"), approved by the General Shareholders' Meeting of Brembo S.p.A., in its extraordinary session, held on 22 April 2021 (the "Shareholders' Meeting"), the terms for exercising the right of withdrawal, pursuant to Article 2437, paragraph 1(a), of the Italian Civil Code (the "Right of Withdrawal"), granted to the holders of Brembo shares (the "Shares") who did not contribute to passing the resolution concerning the Amendment to the By-laws, i.e., shareholders who were absent, abstained or voted against, expired on 14 May 2021.
Based on the declarations for exercising the Right of Withdrawal received by the Company, it should be noted that the Right of Withdrawal was validly exercised for a total of No. 16,852 Shares ("Shares Subject to Withdrawal"), representing 0.00505% of Brembo's share capital.
It bears recalling that the liquidation value of the Shares for which the Right of Withdrawal could be exercised was calculated by the Board of Directors, with the favourable opinion of the Board of Statutory Auditors, in the amount of €10.036 per Share (the "Liquidation Value"), pursuant to Article 2437-ter, paragraph 3, of the Italian Civil Code, in reference to the arithmetic average of the closing prices of the Shares on the Electronic Share Market (MTA), organised and managed by Borsa Italiana S.p.A., in the six months prior to the date of publication of the Notice of Calling of the General Shareholders' Meeting, i.e., prior to 4 March 2021. Accordingly, the overall liquidation value of the Shares Subject to Withdrawal is equal to €169,126.672.
Brembo also announces that, pursuant to Article 2437-quater, paragraphs 1-3, of the Italian Civil Code, today it filed with the Company Register of Bergamo the option right offer of Shares Subject to Withdrawal for all shareholders of the Company who hold Shares for which the Right of Withdrawal has not been exercised (the "Option Right Offer"), in accordance with the terms and in the manners disclosed in the relevant notice published on the Company's website at www.brembo.com, on the authorised storage system -storage at , as well as by excerpt in the daily newspaper Il Sole 24 Ore on 26 May 2021.
Therefore, from 25 May 2021 to 24 June 2021 (included), the Company's shareholders may exercise the option rights to which they are entitled in proportion to the number of Shares held by them at the end of the accounting day of 26 May 2021 (the "record date") and for which the Right of Withdrawal has not been exercised.
In particular, each Share held grants an option right (the "Option Right"), valid for the purchase of the Shares Subject to Withdrawal in the ratio of 1 Share Subject to Withdrawal for each 19,219 Option Rights. The Shares Subject to Withdrawal are offered at a unit price of €10.036 per each Share Subject to Withdrawal.
The acceptance of the Option Right Offer and the possible exercise of the pre-emption Right pursuant to Article 2437-quater, paragraph 3, of the Italian Civil Code (the "Pre-emption Right") shall be effected through intermediaries participating in the centralised management system Monte Titoli S.p.A. by signing a specific form available from Brembo's registered office and the Company's website at www.brembo.com.
All relevant information on the terms and conditions of the Option Right Offer and the exercise of the Pre-emption Right is contained in the Option Right Offer Notice published today on Brembo's website at www.brembo.com, on the authorised storage system -storage at , as well by excerpt in the daily newspaper Il Sole 24 Ore on 26 May 2021, pursuant to the regulatory and statutory provisions in force form time to time.
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This press release is available on the Company's website at www.brembo.com, as well as on the authorised storage system -storage at .
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Company contacts:
| Matteo Tiraboschi Executive Deputy Chairman Ph. +39 035 605 2090 |
Roberto Cattaneo Chief Communication Officer Tel. +39 035 6052347 e-mail: [email protected] |
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| Laura Panseri Head of Investor Relations Ph. +39 035 605 2145 e-mail: [email protected] |
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| www.brembo.com | www.brembo.com |