Share Issue/Capital Change • Apr 4, 2024
Share Issue/Capital Change
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD REQUIRE THE APPROVAL OF LOCAL AUTHORITIES OR OTHERWISE BE UNLAWFUL
Turin, 4 April 2024 – Following the press release issued on 3 April 2024, Juventus Football Club S.p.A. (the "Company") announces that, after the offering on the Italian Stock Exchange of the pre-emptive rights not exercised during the offer period, the capital increase with pre-emptive rights, against cash contribution, approved by the extraordinary Shareholders' Meeting held on 23 November 2023 and whose final terms and conditions were set by the Board of Directors on 7 March 2024, has been fully subscribed for 126,373,938 shares, for a total amount of € 199,923,569.92. This result further confirms the full support of the market for the Company in the context of the offering.
Citigroup Global Markets Europe AG and UniCredit Bank GmbH, Milan Branch acted as joint global coordinators in the context of the capital increase.
The declaration of subscription of the capital increase pursuant to Article 2444 of the Italian Civil Code will be filed with the Turin Companies' Register within the terms set forth by the applicable law.
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PRESS OFFICE [email protected] INVESTOR RELATIONS T. +39 011 6563538 [email protected]
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NOT INTENDED FOR COMMUNICATION, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, BY OR TO PERSONS LOCATED OR RESIDENT IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY JURISDICTION WHERE SUCH CONDUCT IS SUBJECT TO AUTHORISATION BY LOCAL AUTHORITIES OR IS OTHERWISE PROHIBITED BY LAW.
This press release and the information contained herein do not include or constitute an offer to sell financial instruments or a solicitation of an offer to buy financial instruments. Any public offer will be made in Italy and in the European Economic Area on the basis of a prospectus approved by the competent authorities, in accordance with applicable laws and regulations. No offer to sell financial instruments or solicitation of an offer to buy financial instruments will be made in the United States, Australia, Canada or Japan or any other country in which such offer or solicitation would be subject to authorization by local authorities or otherwise prohibited by law (the "Other Countries").
This press release, any part of it or its distribution cannot form the basis of, nor can it be relied upon, for any investment agreement or decision. The financial instruments have not been and will not be registered in the United States under the United States Securities Act of 1933, as amended (the "Securities Act"), or under the laws of the Other Countries. The financial instruments may not be offered or sold in the United States unless they are registered under the Securities Act or there is an exemption from registration under the Securities Act. Juventus does not intend to register any part of the offer in the United States.
This press release does not constitute an offer to sell or a solicitation of an offer to buy or subscribe to any financial instrument. This press release has been prepared on the assumption that any offer of financial instruments to which it refers in the United Kingdom and any member state of the European Economic Area ("EEA") subject to the Prospectus Regulations (each, a "Relevant Member State"), will be made on the basis of a prospectus approved by the competent authority and published in accordance with the Prospectus Regulation (the "Permitted Public Offer") and/or pursuant to an exemption from the requirement to publish a prospectus for the offers of financial instruments as set out in the Prospectus Regulation.
Accordingly, any person making or intending to make an offer of financial instruments in a Relevant Member State other than a Permitted Public Offer may do so only where there is no requirement for the Company to publish a prospectus pursuant to Articles 1 or 3 of the

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD REQUIRE THE APPROVAL OF LOCAL AUTHORITIES OR OTHERWISE BE UNLAWFUL
Prospectus Regulation, respectively, or to supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in connection with such offer.
"Prospectus Regulation" refers to Regulation (EU) 2017/1129 (this Regulation as amended, together with any delegated acts and implementing measures) and Regulation (EU) 2017/1129 as transposed into UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"). This document does not constitute a prospectus under the terms of the Prospectus Regulation. A prospectus prepared pursuant to the Prospectus Regulation may be published in the future for the purpose of a public offer made only in Italy and/or the European Economic Area. Investors should not subscribe to any financial instrument referred to herein except on the basis of information contained in the relevant prospectus.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures; (letters (a)-(c) together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the pre-emptive subscription rights (the "Rights") and the new ordinary shares (the "New Shares") have been subject to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").
Any person subsequently offering, selling or recommending the Rights and the New Shares (a "distributor") should take into consideration the manufacturer's Target Market Assessments; however, a distributor subject to MiFID II Product Governance Requirements is responsible for undertaking its own target market assessment in respect of the Rights and the New Shares (by either adopting or refining the manufacturer's Target Market Assessments) and determining appropriate distribution channels.
Notwithstanding the Target Market Assessment, distributors should note that: the price of the Rights and the New Shares (as defined in the offering materials) may decline and investors could lose all or part of their investment; the Rights and the New Shares offer no guaranteed income and no capital protection; an investment in the Rights and the New Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the joint global coordinators will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Rights and the New Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Rights and the New Shares and determining appropriate distribution channels.
The joint global coordinators, their affiliates or any of their respective directors, officers or employees shall have no liability (whether for negligence or otherwise) arising out of, and make no representation or warranty, express or implied, as to the truth, accuracy or completeness of the information contained in this press release or any other information relating to the Company, its subsidiaries or affiliates, nor for any loss arising out of the use of this press release or its contents or in connection with it. No person other than the Company shall be deemed to be a client of the joint global coordinators in relation to the Capital Increase and the joint global coordinators shall not be responsible for providing any person with any safeguards or advice in relation to the Capital Increase, the contents of this release or any transaction, agreement or other matter referred to herein.
The joint global coordinators are acting exclusively for the Company and for no-one else in connection with the Offering. The joint global coordinators will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In relation to the Rights and the New Shares, each of the joint global coordinators and any of their respective affiliates may, acting as a principal position and only in that capacity, retain, exercise, purchase or sell for its own account a portion of the Rights and/or of the New Shares and/or of any securities of the Company or related investments and may offer or sell such securities or other investments, provided that such transactions are not related to any service provided by the joint global coordinators to the Company in the context of the Offering. In addition, the joint global coordinators and any of their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which the Banks and any of their affiliates may from time to time acquire, hold or dispose of Rights or New Shares. The joint global coordinators do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD REQUIRE THE APPROVAL OF LOCAL AUTHORITIES OR OTHERWISE BE UNLAWFUL
This press release and the information contained herein are not intended to and do not in any way constitute an investment advice. The statements contained herein have not been independently verified. No representation or warranty, express or implied, is made with respect to, and no reliance should be placed on, the impartiality, accuracy, completeness, fairness or reliability of the information contained herein. The Group and its representatives accept no liability (whether for negligence or otherwise), arising in any way from such information and/or for any loss arising from the use or non-use of this press release. By accessing these documents, the reader agrees to be bound by the above limitations.

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