Giglio.Com — Share Issue/Capital Change 2019

Dec 24, 2019

Informazione Regolamentata n. 20076-84-2019		Data/Ora Ricezione 24 Dicembre 2019 20:03:20	MTA
Societa'	:	Giglio Group S.p.A.
Identificativo Informazione Regolamentata	:	126234
Nome utilizzatore	:	GIGLION01 - Schranz
Tipologia	:	REGEM
Data/Ora Ricezione	:	24 Dicembre 2019 20:03:20
Data/Ora Inizio Diffusione presunta	:	24 Dicembre 2019 20:03:21
Oggetto	:	CHANGE OF SHARE CAPITAL AMENDMENT TO THE BY-LAWS
Testo del comunicato

Vedi allegato.

CHANGE OF SHARE CAPITAL AMENDMENT TO THE BY-LAWS

• Following the subscription of the capital increase without option rights reserved to institutional investors, which took place through the Accelerated Book-Building procedure in execution of the proxy appointed to the Board of Directors by the Shareholders' Meeting on 29 October 2018, the change of Giglio Group's share capital is announced.
• The new By-laws are available on the website of the Company at www.giglio.org

Milan, 24 December 2019 –Giglio Group S.p.A. (Ticker GG) ("Giglio Group" or the "Company"), company listed on the Italian Telematic Stock Exchange Market managed by Borsa Italiana S.p.A. - STAR segment - announces the new composition of the share capital (fully paid-up and subscribed) following the subscription of the share capital increase, upon payment and in separate issues, of Giglio Group S.p.A., approved by the Board of Directors on 13 November 2019, in execution of the proxy appointed to the Board of Directors by the Shareholders' Meeting on 29 October 2018 within the limits of 10% of the existing share capital, without option rights, pursuant to Art. 2443 and 2441, par. 4, sentence 2 of the Italian Civil Code (all details of the operation have been made available with press releases of the 13 and 14 November 2019).

It is noted that the certification of the execution of the share capital increase required by Art. 2444 of the Italian Civil Code has been submitted for registration to Milan's Companies Registration Office on 23 December 2019.

It is also noted that, on 31 October 2019, the Shareholders' Meeting resolved on the paid share capital increase, pursuant to Art. 2441, par. 4, first sentence of the Italian Civil Code, which has been subscribed with the contribution of assets in kind without pre-emptive rights The share capital increase has been resolved through the transfer of quotas, representing E-commerce Outsourcing s.r.l.'s entire share capital, against the issuance of 757,000 ordinary shares with unit price of € 3.5, for a total countervalue of € 2,649,500 (of which € 151,400 at nominal value), inclusive of the share premium. The increase was reserved to the shareholders of E-commerce Outsourcing s.r.l. proportionally to the quotas of share capital already owned.

On 28 November 2019, the Board of Directors put in place the assessment and fulfilments provided for by Art 2343-quater of the Italian Civil Code as announced by the Company on 29 November 2019. All 757,000 ordinary shares - issued on the occasion of the share capital resolved upon on 31 October 2019, without nominal value and with regular dividend - have thus been freed from the availability constraint set forth by the Law and have been associated to the same ISIN code of the currently outstanding ordinary shares.

The following table shows the changes brought about by the various capital increases.

	Current Share Capital	Previous Share Capital
	€	Number of Shares	Denomination per Unit	€
Total of which:	3,661,337.00	18,306,685	n/a	3,208,050
Ordinary Shares Traded ISIN IT0005122400 (regular dividend)	3,661,337.00	18,306,685	n/a	3,208,050

Giglio Group S.p.A.'s new By-laws – It is announced that the new text of the By-laws, as amended following the share capital increase without option rights reserved to institutional investors through the Accelerated Book-Building procedure, in execution of the proxy appointed to the Board of Directors by the Shareholders' Meeting on 29 October 2018, is available on the website www.giglio.org, section"Corporate Governance > Governance System and Rules".

For further information:

Investor Relations: ir@giglio.org (+39)0283974207

Press Office Close to Media Tel.+39 02 7000 6237 Nicola Guglielmi – nicola.guglielmi@closetomedia.it Loredana Caponio – loredana.caponio@closetomedia.it Cecilia Isella – cecilia.isella@closetomedia.it