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Ferretti Group Capital/Financing Update 2026

Apr 9, 2026

6296_rns_2026-04-08_d7634743-b94f-47b8-92d7-2be103a1fa1d.pdf

Capital/Financing Update

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of KKCG Maritime or the Issuer.

This announcement is not for release, dissemination, publication or distribution, in whole or in part, directly or indirectly in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

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KKCG

Maritime

AZÚR A.S.

(incorporated under the laws of the Czech Republic)

VOLUNTARY CONDITIONAL PARTIAL PUBLIC TENDER OFFER LAUNCHED BY KKCG MARITIME TO ACQUIRE UP TO 52,132,861 SHARES OF FERRETTI S.P.A. (STOCK CODE: 09638.HK; EXM: YACHT), REPRESENTING 15.4% OF THE ISSUER'S SHARE CAPITAL

FINANCING ARRANGEMENT IN CONNECTION WITH THE OFFER

Financial advisers to the Offeror

UniCredit

SOMERLEY

Prague, 8 April 2026 – Reference is made to the offer document published by KKCG Maritime dated 2 March 2026 in respect of the voluntary conditional partial public tender offer to acquire up to 52,132,861 shares of Ferretti, representing 15.4% of Ferretti's subscribed and paid-in share capital (i.e., the Offer) (the "Original Offer Document"), as amended and supplemented by the offer document supplement published by KKCG Maritime dated 26 March 2026 (the "Offer Document Supplement" and, together with the Original Offer Document, the "Offer Document"). Unless the context requires otherwise, capitalised terms used in this announcement shall have the same meanings given to them in the Offer Document.

As disclosed in the Offer Document, KKCG Maritime reserves the right (depending also on the results of the Offer) to finance part of the Revised Maximum Disbursement through bank financing.


As detailed in Section B, Paragraph B.1.10 of the Original Offer Document, KKCG Maritime has in place a fully drawn Euro 65 million loan facility provided by a bank (namely, Deutsche Bank AG) (the "Lender") with a contractual maturity date of 17 December 2027 (the "Existing Facility"). All Shares held by KKCG Maritime (and, if applicable, of any other member of the KKCG Group, noting that no such person other than KKCG Maritime currently holds any Shares) are subject to a negative pledge, in addition to other covenants applicable to KKCG Maritime that are customary in financing transactions of this nature. In addition, the majority of Shares held by KKCG Maritime are pledged as collateral in favour of the Lender to secure KKCG Maritime's obligations under the Existing Facility, while the remainder (the "Existing Unpledged Shares") are held free of any pledge. As of the date of the Original Offer Document, a total of 44,992,166 Shares (representing 13.3% of the Issuer's share capital) (the "Existing Pledged Shares") had been pledged under the Existing Facility.

In connection with the Offer, on 2 April 2026, KKCG Maritime entered into an amendment and restatement agreement with the Lender in relation to the Existing Facility (the Existing Facility as so amended and restated, the "Upsized Facility"). Pursuant to the amended and restatement agreement, the Lender has undertaken to make available to KKCG Maritime a further amount of up to Euro 95,000,000, part of which KKCG Maritime intends to utilise to finance a portion of the Revised Consideration. The Upsized Facility has a contractual maturity date of 3 April 2029. All Shares acquired by KKCG Maritime pursuant to the Offer, together with the Existing Pledged Shares and the Existing Unpledged Shares, will be subject to a negative pledge and will be pledged as collateral in favour of the Lender to secure KKCG Maritime's obligations under the Upsized Facility. Pursuant to such pledge, voting rights in respect of the pledged Shares will be transferred to the Lender (as security agent) only if an event of default has occurred and is continuing under the Upsized Facility (such events of default being customary in financing transactions of this nature) and the Lender gives notice or otherwise takes enforcement action in respect thereof. In addition, KKCG Maritime will continue to be subject to covenants which are customary in financing transactions of this nature. None of the payment of interest on, repayment of or security for any liability (contingent or otherwise) under the Upsized Facility will depend to any significant extent on the business of the Issuer.

Save for the Shares pledged by KKCG Maritime as described above, the Lender does not hold any Shares.


On behalf of

Azúr a.s.

Michal Tománek

Chairman of the Board

Kamil Zeman

Member of the Board

Prague, 8 April 2026


As of the date of this announcement, the board of directors of KKCG Maritime comprises Mr. Michal Tománek and Mr. Kamil Zeman.

As of the date of this announcement, the board of directors of KKCG Group AG comprises Mr. Karel Komárek, Mr. Jiří Radoch, Mr. Pavel Šaroch, Mrs. Katarína Kohlmayer, Mr. David Koláček, Mr. Paul Schmid, Mr. Josef Bartoš and Mrs. Alena Bastis.

The directors of KKCG Maritime and KKCG Group AG jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

In the event of any inconsistency between the Italian/English text and the Chinese text of this announcement, the Italian/English text will prevail.

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