Giglio.Com — M&A Activity 2024

Sep 30, 2024

Informazione Regolamentata n. 20076-88-2024	Data/Ora Inizio Diffusione Euronext Milan 30 Settembre 2024 08:00:26
Societa'	:	GIGLIO GROUP
Identificativo Informazione Regolamentata	:	196134
Utenza - Referente	:	GIGLION01 - Mazzitelli
Tipologia	:	REGEM; 3.1
Data/Ora Ricezione	:	30 Settembre 2024 08:00:26
Data/Ora Inizio Diffusione	:	30 Settembre 2024 08:00:26
Oggetto	:	GIGLIO GROUP SPA: SUPPLEMENT TO THE PRESS RELEASE OF SEPTEMBER 26, 2024
Testo del comunicato

Vedi allegato

PRESS RELEASE SUPPLEMENT TO THE PRESS RELEASE OF SEPTEMBER 26, 2024

Milan, September 30, 2024 – At the request of the Supervisory and Market Authorities, and as a supplement to the press release published on September 26, 2024 regarding the "subscription of a Term Sheet related to a merger operation between Giglio Group S.p.A. and Urban Vision S.p.A." - the definitions contained herein shall be fully referenced in this press release - the following additional information is provided.

1. The Operation, if realized, would involve, as clarified in the aforementioned press release, the "acquisition, by Urban Vision S.p.A., of a majority stake in Giglio Group S.p.A." and it is currently foreseeable that it will be a reverse merger operation with the consequent application of the rules set forth in Title 2.9 of the Regulations of the Organized and Managed Markets by Borsa Italiana S.p.A. Additionally, based on the consolidated financial data as of 31.12.23, Urban Vision presents the following consolidated data:

CONSOLIDATED 31/12/2023 Revenue: €63,560,888 EBITDA: €14,021,639 Net Financial Position: (€18,155,929)

• 1. Regarding the condition for the suspension of the finalization of the Operation concerning the absence, for Urban Vision, of the "obligation to submit a public offer pursuant to Articles 106 et seq. of Legislative Decree 24 February 1998, No. 58 ("TUF")", it is specified that there is ongoing consideration of the hypothesis that the exemption from the public offer obligation set forth in Article 49, paragraph 1 No. 3 (i) of Consob Regulation No. 11971/1999 ("Regulation on Issuers") may apply.
• 1. Furthermore, it should be noted that Meridiana S.p.A. forms part of the Term Sheet as the controlling shareholder of Giglio Group S.p.A. and has undertaken a commitment to provide financial support to Giglio Group S.p.A. in case of necessity during the interim period (defined as the period between the date of subscription of the Term Sheet and the closing date of the potential Operation). In this regard, the Related Parties Committee has been activated and has received complete information on the Term Sheet.

1. Based on the current state of negotiations between the parties, it is anticipated that the potential Operation will not be finalized before the first quarter of 2025, pending the fulfillment of each of the suspended conditions provided for in the Term Sheet.

Information about Giglio Group

Founded in 2003 by Alessandro Giglio, Giglio Group has embarked on a path of innovation and growth that has led it to become a leader in the integration of artificial intelligence into omnichannel solutions. Listed on the Borsa Italiana since 2015 and currently on the EURONEXT MILAN market, the company has continuously expanded its presence in the international landscape, consolidating its reputation as a trusted partner for businesses seeking to digitize their operations.

Giglio Group stands out for the design, implementation, and management of high-value-added solutions, specializing in key sectors such as Fashion, Design, Lifestyle, Food, Healthcare, and Merchandising.

The cornerstone of the business model is the OMNIA platform, based on artificial intelligence, which offers an integrated end-to-end approach.

For further information:

External Relations and Investor Relations: elena.gallo@giglio.org (+39) 02 89693240

Fine Comunicato n.20076-88-2024	Numero di Pagine: 4