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Ferretti Group — M&A Activity 2026
Mar 26, 2026
6296_rns_2026-03-26_4341641b-0aa7-4b52-9324-dd51127f9031.pdf
M&A Activity
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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.

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
INCREASE OF CONSIDERATION
PUBLICATION OF OFFER DOCUMENT SUPPLEMENT
Financial advisers to the Offeror
UniCredit
SOMERLEY
Announcement pursuant to Article 36 of the Issuers' Regulation
Prague, 26 March 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 by KKCG Maritime 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"). Unless the context requires otherwise, capitalised terms used in this announcement shall have the same meanings given to them in the section headed "Definitions" in the Original Offer Document and the Offer Document Supplement (as defined below).
INCREASE OF CONSIDERATION
KKCG Maritime has determined that it will, with immediate effect, increase the Consideration from Euro 3.50 (cum dividend) per Share to Euro 3.90 (equivalent to approximately HKD35.35)¹ (cum dividend) per Share (i.e., the Revised Consideration).
The Revised Consideration of Euro 3.90 per Share represents a premium of 2.7% over the closing price of the Shares recorded on Euronext Milan on 25 March 2026, as well as a premium of 35.1% over the official price of the Shares recorded on Euronext Milan on the Undisturbed Date, and was determined taking into consideration (among other things) trading activity in the Shares following the Undisturbed Date², which has exerted significant upward pressure on the market price of the Shares.
The Revised Consideration is intended to maximise the take up of the Offer, in line with KKCG Maritime's strategic objectives of playing a more active role in contributing to Ferretti's development and growth through strengthened representation on the board of directors of Ferretti, as described further in the Original Offer Document. While KKCG Maritime continues to believe the original Consideration is fair and reasonable, the Revised Consideration further increases the potential upside at which the Shareholders can monetize their existing positions (or portion thereof) in the current window of liquidity.
KKCG Maritime will not increase the Revised Consideration and does not reserve the right to do so. Shareholders and potential investors should be aware that, following the making of this statement, KKCG Maritime will not be permitted under the HK Takeovers Code to increase the Revised Consideration.
The Revised Consideration is intended to be on a "cum dividend" basis and has therefore been determined on the assumption that the Issuer will not approve or implement any ordinary or extraordinary distribution of dividends drawn from profits or reserves prior to the Payment Date (i.e., 20 April 2026³).
Save for the increase of the Consideration, all other terms of the Offer and the timetable for the Offer as set out in the Original Offer Document remain unchanged.
In the event of full acceptance of the Offer by the holders of Shares representing the Maximum Number, the overall revised maximum consideration of the Offer (i.e., the Revised Maximum Disbursement) is equal to Euro 203,318,157.90⁴, calculated on the basis of (i) the Revised Consideration of Euro 3.90 (cum dividend) per Share, and (ii) the Maximum Number of Shares (i.e., 52,132,861 Shares).
¹ For illustrative purposes only, the Revised Consideration of Euro 3.90 per Share corresponds to HKD 35.35 per Share, based on the Revised Reference Exchange Rate.
² As detailed in the announcement of the Offeror dated 17 March 2026.
³ Subject to extension of the Acceptance Period in compliance with applicable law and with the consent of the Executive.
⁴ For illustrative purposes only, the Revised Maximum Disbursement corresponds to HKD 1,842,814,787.76, based on the Revised Reference Exchange Rate.
Confirmation of financial resources
Somerley, being the financial adviser to KKCG Maritime in Hong Kong, is satisfied that sufficient financial resources are available to KKCG Maritime to satisfy the payment in full of the Revised Maximum Disbursement.
PUBLICATION OF OFFER DOCUMENT SUPPLEMENT
KKCG Maritime announces that, in connection with the increase in Consideration, a supplement to the Original Offer Document (the "Offer Document Supplement"), containing details of the revised terms of the Offer and other relevant information, has been published today.
The Offer Document Supplement must be read together with – and forms an integral part of – the Original Offer Document.
The Offer Document Supplement comprises a revised offer document for purposes of the HK Takeovers Code. Under Italian law, the Offer Document Supplement relates to an amendment to the Offer (i.e., the increase of the Consideration) pursuant to Article 43 of the Issuer's Regulation, which does not require a publication of a supplement approved by Consob pursuant to Article 38, paragraph 5, of the Issuer's Regulation, and therefore is published in accordance with Article 36 of the Issuer's Regulation.
The Offer Document Supplement and the Revised Acceptance Form have been published on the websites of the Offeror (www.kkcg.com/maritime), the SFC (www.sfc.hk) and the HK Stock Exchange (www.hkexnews.hk) and, together with the Original Offer Document, are available for inspection at:
(i) the registered office of KKCG Maritime in Prague (Czech Republic), Evropská 866/71, Vokovice, 160 00 Prague 6;
(ii) the registered office of Equita SIM S.p.A. (Intermediary Responsible for Coordinating the Collection of Acceptances) at in Milan (Italy), Via Filippo Turati 9;
(iii) the Global Information Agent's website (www.georgeson.com/it);
(iv) the office of Equita SIM S.p.A. (Appointed Intermediary) at Milan (Italy), Via Filippo Turati 9;
(v) the office of Banca Akros – Gruppo Banco BPM (Appointed Intermediary) at Milan (Italy), Viale Eginardo 29;
(vi) the office of BANCA MONTE DEI PASCHI DI SIENA S.p.A. (Appointed Intermediary) at Milan (Italy), Via Rossellini 16; and
(vii) the office of BNP Paribas, Succursale Italia (Appointed Intermediary) at Milan (Italy), Piazza Lina Bo Bardi, 3.
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Below are the main elements of the Offer, as described in detail in the Original Offer Document and the Offer Document Supplement.
The Acceptance Period of the Offer, as agreed with Borsa Italiana and the Executive, commenced at 8:30 a.m. (CET) (3:30 p.m. (HKT)) on 16 March 2026 and will end at 5:30 p.m. (CET) (11:30 p.m. (HKT)) on 13 April 2026 (inclusive), unless extended in accordance with applicable law and with the consent of the Executive.
If the Offer is completed, KKCG Maritime will pay to each Adherent cash consideration of Euro 3.90 (cum dividend) for each Share tendered to the Offer and purchased by KKCG Maritime. The Consideration will be paid in Euro to all Adherents on the Payment Date. The Payment Date will be on 20 April 2026, unless the Acceptance Period is extended in accordance with applicable law and with the consent of the Executive.
It should be noted that any acceptance of the Offer using the Original Acceptance Form will be considered a valid acceptance of the amended terms of the Offer, as set out in the Offer Document Supplement. No action or activity is required of Adherents who have accepted the Offer by means of the Original Acceptance Form. All Adherents, whether or not they have already accepted the Offer as of the Date of the Offer Document Supplement, will be entitled to receive the Revised Consideration in respect of all Shares tendered by them to the Offer and purchased by KKCG Maritime.
Reference should be made to the Original Offer Document and the Offer Document Supplement for a detailed description of all terms and conditions of the Offer. Shareholders should read the Original Offer Document, the Offer Document Supplement, the Revised Acceptance Form and the Issuer's Notice carefully before deciding whether or not to accept the Offer. If Shareholders and potential investors are in any doubt about their position, they should consult their professional advisers.
Georgeson S.r.l. has been appointed by KKCG Maritime as global information agent in order to provide information about administrative and procedural matters only relating to the Offer to all Shareholders (i.e., the Global Information Agent). To this end, the Global Information Agent has made available a dedicated email account ([email protected]), and the following telephone numbers +39 800 189 914/+39 06 45212907, active on weekdays:
(a) for the period from the first day of the Acceptance Period to 28 March 2026 (both dates inclusive), from 9:00 a.m. to 6:00 p.m. (CET) (4:00 p.m. to 1:00 a.m. (on the next day) (HKT)); and
(b) for the period from 29 March 2026 to the Closing Date (both dates inclusive), from 9:00 a.m. to 6:00 p.m. (CET) (3:00 p.m. to 12:00 midnight (HKT)) (after the switch to Central European Summer Time).
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The website of the Global Information Agent is www.georgeson.com/it.
On behalf of
Azúr a.s.
Michal Tománek
Chairman of the Board
Kamil Zeman
Member of the Board
Prague, 26 March 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.