Expert.Ai — Capital/Financing Update 2020

Jul 28, 2020

Informazione Regolamentata n. 20040-36-2020		Data/Ora Ricezione 28 Luglio 2020 23:47:25	AIM -Italia/Mercato Alternativo del Capitale
Societa'	:	EXPERT SYSTEM S.P.A.
Identificativo Informazione Regolamentata	:	135417
Nome utilizzatore	:	EXPERTSYSTN02 - Francesca Spaggiari
Tipologia	:	2.5; 2.6
Data/Ora Ricezione	:	28 Luglio 2020 23:47:25
Data/Ora Inizio Diffusione presunta	:	28 Luglio 2020 23:47:26
Oggetto	:	Successfully completed the capital increase offered on option: subscribed 100% of the offer for a total of Euro 7.9 million
Testo del comunicato

Vedi allegato.

Expert System has successfully completed the capital increase offered on option: subscribed 100% of the offer for a total of Euro 7.9 million

Modena, July 28, 2020

Expert System, a leading company in the cognitive computing and text analytics market, with shares listed on the AIM Italia multilateral trading system, organized and managed by Borsa Italiana S.p.A., hereby notifies the closing of the period to exercise the option rights relating to the offer of maximum n. 2,937,655 new ordinary Expert System shares ("New Shares") from the capital increase up to a maximum of 7,931,668.50 euros approved by the Board of Directors on July 8, 2020, in partial execution of the resolution of the Shareholders' Meeting held on June 29, 2020 pursuant to art. 2443 of the Italian Civil Code (the "Capital Increase").

"We are pleased with the success of this capital increase and grateful for the trust and support of our shareholders," said Stefano Spaggiari, Executive Chairman of Expert System. "Given the extremely complex economic environment, this confidence in the value of our work will support us in continuing to execute on our global growth objectives as we aim work to extend our leadership and strengthen the competitive advantage we have built over time."

During the offer period between July 13, 2020 and July 28, 2020 (both inclusive), a total of n. 38.091.648 option rights have been exercised and, therefore, no. 2.720.832 New Shares have been subscribed, equal to 92.62% of the total of New Shares offered for a total value of Euro 7,346,246.40.

Based on the number of shares requested in pre-emption, further n. 216,823 New Shares will be assigned, equal to 7.38% of the total number of New Shares offered, for an amount of Euro 585,422.10.

Considering the overall results of the offer, as of today, the Capital Increase has been subscribed for n. 2,937,655 New Shares, equal to 100% of the total New Shares offered, for a total value of Euro 7,931,668.50.

On account of the above subscriptions, the share capital of Expert System will amount to Euro 440,648.37, divided into 44,064,837 ordinary shares without par value.

The New Shares have been subscribed at a price of Euro 2.70 per share (of which Euro 2.69 as additional paid-in capital).

The New Shares subscribed as a result of the offer on option will be credited to the accounts of brokers belonging to the central management system managed by Monte Titoli S.p.A. at the end of today's regulation stage and will therefore be available on that same date.

The New Shares assigned as a result of any exercised pre-emption rights will be credited to the accounts of brokers belonging to the central management system managed by Monte Titoli S.p.A. at the end of the regulation stage on July 29, 2020 and will therefore be available on that same date.

The shareholders Stefano Spaggiari, Marco Varone and Paolo Lombardi have subscribed n. 15.696 New Shares for a total of Euro 42.379,20, thus reinvesting the amount resulting from the sale of their residual option rights.

Considering the successful completion of the Capital Increase offered on option and the limited number of un-opted shares, Ergo S.r.l. (shareholder at 9.46% of share capital) and Indaco Venture Partners SGR (shareholder at 1.80% of the share capital), in execution of the subscribed commitment and of the expressed interest, have been assigned a number of shares in proportion to their shareholding shares and have been satisfied for the pre-emption request on a residual basis.

The Company will publish the press release relating to the change in the share capital following to the filing of the execution of the Capital Increase in the Companies' Register of Trento within the timeframe provided by law, and will promptly provide information as to the shareholdings of all major shareholders following the communications received by them.

It should also be noted that, as consequence of the successful placement of the Capital Increase, the Board of Directors of Expert System confirms its intention to execute a new capital increase with the exclusion of the option right to be offered to "qualified investors", including existing shareholders of the Company, aimed at finalizing the full raising of the financial resources required to implement the 2020- 2024 Strategic Plan "Path to Lead" (the "Plan") announced to the market on June 9, 2020.

The Plan shows net cumulative cash needs of approximately Euro 30 million to be raised by different sources, starting with the share capital increase approved by the Shareholders' Meeting on 29 June 2020 pursuant to art. 2443 of the Italian Civil Code, for an amount of up to Euro 25 million and partially executed for an amount equal to Euro 7.9 million through the Capital Increase on option which has just ended.

In particular, in order to promote a capital raising in line with the overall financial requirements of the Plan, considering the several indications of interest received by national and international institutional investors, as part of the marketing activity conducted by the Company, the Board of Directors intends to consider the possibility, in the interest of the Company, to fully avail itself (not partially for up to Euro 12 million, as originally planned) of the power conferred by the Shareholders' Meeting through a capital increase with the exclusion of the option right, and therefore to proceed with an offer to qualified investors for a total amount of about Euro 17 million, at a price not lower than Euro 2.70 per share, to be executed starting from July 29, 2020 (i.e. the deadline for final execution of the Capital Increase on option).

About Expert System

Expert System is a global leader in artificial intelligence applied to text. Its flagship platform provides a unique mix of natural language understanding and machine learning algorithms to help organizations bring human-like comprehension of any kind of text to accelerate business processes, enhance knowledge discovery and improve decision making. Headquartered in Italy (EXSY:MIL), Expert System operates throughout Europe, the Americas, Canada and the Middle East across a vast range of sectors and use cases including content enrichment, customer care, compliance, third party risk mitigation and intelligence applications. It has cemented itself at the forefront of the artificial intelligence sector, working with global businesses such as AXA XL, Lloyd's of London, Zurich Insurance Group, Generali, Bayer, Bloomberg BNA, BNP Paribas, Rabobank, Dow Jones, Gannett, IMF and EBSCO.

For more information visit https://expertsystem.com. Follow us on LinkedIn and @Expert_System on Twitter.

Expert System Ufficio Stampa Francesca Spaggiari ufficiostampa@expertsystem.com Tel. +39 059 894011

IRTop Consulting Investor & Media Relations Floriana Vitale, Domenico Gentile ir@irtop.com Tel. +39 02 45473883/4

Integrae SIM S.p.A. Nomad Giulia Mucciariello info@integraesim.it Tel: +39 02 87208720