Openjobmetis

M&A Activity • Sep 13, 2023

Informazione Regolamentata n. 1803-56-2023		Data/Ora Inizio Diffusione 13 Settembre 2023 16:36:29	Euronext Star Milan
Societa'	:	OPENJOBMETIS
Identificativo Informazione Regolamentata	:	181066
Nome utilizzatore	:	OPENJOBN08 - ESPOSTI
Tipologia	:	2.4; 3.1
Data/Ora Ricezione	:	13 Settembre 2023 16:36:28
Data/Ora Inizio Diffusione	:	13 Settembre 2023 16:36:29
Oggetto	:	OJM_PR_Final results voluntary partial Public Tender Offer_ENG
Testo del comunicato

Vedi allegato.

PRESS RELEASE

Press release pursuant to article 41, paragraph 6, of the Regulation adopted by Consob with resolution no. 11971 of 14 may 1999 as subsequently amended and supplemented (the "Rules for Issuers").

FINAL RESULTS OF THE VOLUNTARY PARTIAL PUBLIC TENDER OFFER LAUNCHED BY OPENJOBMETIS S.P.A. AGENZIA PER IL LAVORO ON MAXIMUM NUMBER OF 1,500,000 SHARES OPENJOBMETIS S.P.A. AGENZIA PER IL LAVORO

Milan, 13 September 2023 – With reference to the voluntary partial public tender offer launched by Openjobmetis S.p.A Agenzia per il Lavoro ("Offeror" or the "Issuer" or the "OJM") pursuant to Articles 102 and following of Legislative Decree no. 58 of February 24, 1998, as amended and supplemented ("TUF"), for a maximum number of 1,500,000 shares with no nominal value of OJM (the "Shares"), referred to in the press release issued on June 29, 2023 by OJM in its capacity as offeror (the "Tender Offer"), the Offeror hereby announces the final results of the same.

Capitalised terms in this press release, not otherwise defined, have the meaning attributed to them in the offer document approved by Consob with resolution no. 22791 of July 26, 2023, and published by OJM on August 4, 2023 (the "Offer Document").

Final results of the Offer

On the basis of the final results of the Tender Offer, communicated by Equita SIM S.p.A, as Intermediary in Charge of Coordinating the Collection, no. 741,147 Shares were tendered to the Tender Offer during the Acceptance Period, equal to approximately 49.41% of the Shares Subject to the Offer and to approximately 5.54% of the Issuer's share capital.

Based on the final results of the Tender Offer, since the Shares tendered to the Offer are less than 1,500,000 Shares Subject to the Offer, OJM will purchase all the Shares tendered in the Offer without the need to apply the Allocation Mechanism, for a total disbursement of Euro 6,670,323.

On the basis of the final results of the Offer and taking into account the n. 342.759 treasury shares already in the portfolio of the Issuer at today, OJM will hold a total of 1,083,906 treasury shares, equal to 8.11% of the entire share capital.

During the Acceptance Period, the Offeror did not make any purchases, either directly or indirectly, of OJM's Shares outside of the Tender Offer.

Fulfilment of the Offer Condition and Offer effectiveness

In accordance with the terms of the Offer Document, the effectiveness of the Offer is not dependent on reaching a minimum number of Acceptances.

It should be remembered that on september 11 2023 the Offeror announced that the Conditions of the Offer stated in the Offer Document had been fulfilled.

The Offer is therefore effective.

Payment of the Consideration

The Consideration, equal to Euro 9.00 for a unit consideration per Share for which the Offer is accepted, will be paid to the tendering shareholders on September 15, 2023, against the simultaneous transfer of full ownership to the Offeror of the Shares.

The Consideration for the Shares for which the Offer is accepted will be paid in cash and effectively withdrawn on the outcome of the Offer. The Offer Consideration will be paid by the Offering Party, through the Intermediary In Charge of Collection, to the Custodian Intermediaries, which shall transfer the funds to the accounts of the respective Participant customers (or their agents) in compliance with the instructions provided by the participants themselves (or by their agents) on the Acceptance Form. The obligation of OJM to pay the Consideration due for the Shares for which the Offer is accepted and effectively withdrawn on the outcome of the Offer will be deemed met when the relative funds are credited to the Custodian Intermediaries. Therefore, the Offer Participants shall bear exclusively liability for the risk that the Custodian Intermediaries may not transfer such funds or delay their transfer in favour of the Offer Participants entitled to them.

At the Payment Date, the Intermediary In Charge of Collection will transfer all Shares for which the Offer was accepted into a securities account in the name of the Offering Party. The payment of the Consideration is subject to the performance of the formalities required to transfer the Shares to the securities account of OJM, which will take place when the payment is made.

As of the Payment Date, the Offer Participants may no longer exercise all property (such as the option 63 right and the dividend right) and corporate (such as the voting right) rights relating to the Shares for which the Offer is accepted.

For further information, please refer to the Offer Document and the Acceptance Form, available on the Company's website at www.openjobmetis.it in the Investor Relations/Public purchase offers.

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Openjobmetis - an overview: Openjobmetis is the Employment Agency established in 2011 as a result of the merger of Openjob SpA and Metis SpA, combining the unique skills and experiences for which they have always been known. Listed since December 2015, Openjobmetis SpA is the first and only Employment Agency in the STAR segment of Euronext Milan (EXM) operated by Borsa Italiana, and is positioned among the leading Italian operators in its field, with revenue of approximately EUR 768,4 million in the year ended 31 December 2022. Openjobmetis SpA, which provides temporary work employment, operates through a network of 150 branches and Specialized Divisions in a wide range of labour market sectors, including: Healthcare, Banking and Finance, Large-Scale Retail Trade, Big Clients, I&CT, Agro-Industrial and, as well as Techne specialized in aerospace, naval and energy thanks to the acquisition of Quanta S.p.A., a company merged into Openjobmetis with effect from 1 January 2022. Among the services offered, there are also research and selection solutions for direct entry into a company of qualified junior profiles through the Permanent Placement team and the division UNA Forza Vendite which deals with commercial figures and sales agents

Openjobmetis also has the following subsidiaries: (i) Openjob Consulting Srl, active in the management of the financed training activities; (ii) Seltis Hub Srl, the highly specialized vertical competence center focused on recruitment and selection that also operates through the digital platforms Meritocracy and Jobmetoo, (iii) Family Care Srl, APL dedicated to family assistance. Finally (iv) Lyve Srl, a 52.06% subsidiary, a training company.

Investor Relations - Alessandro Esposti

Investor.relator@openjob.it Tel. +39 0331-211501

Press Office – Finance Jaba

Elena Simoncini elena.simoncini@jabaitalia.com Tel. +39 392 5139493

Openjobmetis

Tel. 0331 211501 comunicazione@openjob.it

Openjobmetis S.p.A. AGENZIA PER IL LAVORO - Aut. Prot. N. 1111-SG del 26/11/2004 Cod. Fisc./P.IVA/Nr. Iscr. Reg. imprese di Milano-MB-Lodi 13343690155 - Capitale Sociale € 13.712.000,00 = i.v. DIREZIONE GENERALE E UFFICI: Via Marsala, 40/C - Centro Direzionale Le Torri - 21013 Gallarate (VA) SEDE LEGALE: Via Assietta, 19 – 20161 Milano Tel. 0331 211501 - info@openjob.it - www.openjobmetis.it PEC openjob@secmail.it - SDI SN4CSRI