Giglio.Com

Related Party Transaction • Dec 21, 2023

Informazione Regolamentata n. 20076-108	Data/Ora Inizio Diffusione 21 Dicembre 2023 01:26:32		Euronext Milan
Societa'	:	GIGLIO GROUP
Identificativo Informazione Regolamentata	:	184690
Nome utilizzatore	:	Mazzitelli
Tipologia	:	3.1
Data/Ora Ricezione	:	21 Dicembre 2023 01:26:32
Data/Ora Inizio Diffusione	:	21 Dicembre 2023 01:26:32
Oggetto	:	GIGLIO GROUP SPA: FULLY SUBSCRIBED THE RESERVED CAPITAL INCREASE
Testo del comunicato

Vedi allegato

GIGLIO GROUP: FULLY SUBSCRIBED THE RESERVED CAPITAL INCREASE FOR QUALIFIED AND INSTITUTIONAL INVESTORS – RELATED PARTIES MERIDIANA HOLDING S.P.A., THE MAJORITY SHAREHOLDER OF THE COMPANY, AND LUXURY CLOUD S.R.L. PARTICIPATED IN THE SUBSCRIPTION

Milan, December 20, 2023 - Following the press release issued today, Giglio Group S.p.A. ("Giglio Group" or the "Company") - a company listed on Euronext Milan, Ticker GG - announces that the private placement of 11,298,741 new ordinary shares, without a nominal value, has been successfully completed at a price per share of €0.442527173, with a total value of €5,000,000.

The value of the capital increase, fully subscribed, is therefore €5,000,000, with 4,393,604 shares issued with the same ISIN as those currently in circulation, destined for immediate listing, and 6,905,137 shares with a different ISIN not intended for immediate listing.

The price includes a 15% discount compared to the "average of the last three months of market trading volume preceding the issuance date" and falls within the price range of 5% to 20% established at the shareholder meeting.

Additionally, the price includes a 6,836 % discount compared to the last market price.

The placement, managed by MIT SIM S.p.A. and carried out through an Accelerated Bookbuilding ("ABB") procedure, was directed at qualified and institutional investors and all parties who expressed interest, both binding and non-binding.

Following the capital increase, Ibox SA, the only non-related party, subscribed to 2,937,672 shares at the aforementioned price, with a value of €1,300,000, representing 26% of the capital increase through the offset of its liquid and due credits against the Company.

Meridiana Holding S.p.A. subscribed to 6,779,245 shares for a value of €3 million, equivalent to 60% of the capital increase, of which €472,000 through the offset of its liquid and due credits against the Company and €2,528,000 in cash, which has already been paid into the Company's treasury. Luxury Cloud S.r.l. subscribed to 1,581,823 shares for a value of €700,000, representing 14% of the capital increase in cash, which has already been paid into the Company's treasury.

The subscription by related parties Meridiana Holding S.p.A. and Luxury Cloud S.r.l. did not influence the pricing.

The capital increase operation will be settled by delivering the securities by the deadline of December 31, 2023.

Following the capital increase, the Company's total share capital will be €6,653,353, divided into 33,266,763 ordinary shares without a nominal value. After the operation, Meridiana Holding S.p.A., already the majority shareholder of the Company, will hold 57% of Giglio Group's share capital.

Furthermore, as a result of the capital increase, the Company will exit the relevant situation under article 2446, paragraph 1 c.c., in which it was previously.

Related Party Disclosure

The participation in the Capital Increase by Meridiana Holding S.p.A. (holding a stake in the Company's share capital of 55.66% and controlled by Dr. Alessandro Giglio, President of Giglio Group S.p.A.) for €3 million and Luxury Cloud S.r.l. (controlled by the executive administrator and vice-president Anna Maria Lezzi) for €700,000, has led to the qualification of the Operation as an Operation with Related Parties of Greater Significance under the Company's OPC Procedure and the Consob Regulation adopted with resolution no. 17221 of March 12, 2010 (and subsequently amended and integrated).

In this regard, attention is drawn to the Information Document last updated on November 11, 2023, and the positive Opinion of the Control and Risk and Related Parties Committee attached to the same document.

Please note that documentation related to the capital increase operation, including the Explanatory Report of the Board of Directors, prepared in accordance with art. 72, paragraphs 1 and 6, and Annex 3A, schedule 2 of the regulation adopted by CONSOB with resolution no. 11971/1999, as

subsequently amended and integrated, and the aforementioned Information Document, is already available at the authorized storage mechanism, , and on the Company's website, www.giglio.org, in the Corporate Governance section.

Information about Giglio Group:

Founded by Alessandro Giglio in 2003 and listed on the Italian Stock Exchange since 2015, currently on the EURONEXT MILAN market, Giglio Group is a leader in Italy in the design, development, and management of high-value-added omniexperience platforms for the Fashion, Design, Lifestyle, Food, Healthcare, and Merchandising sectors. It is headquartered in Milan with branches in Rome, Genoa, and Shanghai. Thanks to its extensive expertise, Giglio Group supports client companies in the distribution of their products online through a unique platform, starting with the implementation of 360° managed single-brand e-stores. Furthermore, it integrates its activities with dedicated placement on the main global marketplaces and social channels, ensuring online management of both new collections and excess stock. The uniqueness of a "complete supply chain" online service thus ensures a 100% sell-through rate.

Per ulteriori informazioni:

Relazioni Esterne e Investor Relations Giglio Group SpA: elena.gallo@giglio.org; ir@giglio.org (+39)0283974207

Fine Comunicato n.20076-108	Numero di Pagine: 4