Related Party Transaction • Jul 16, 2020
Related Party Transaction
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Essential information regarding the early termination of the shareholders' agreement executed on 12 November 2015, issued in accordance with article 131 of Consob Regulation no. 11971 of 14 May 1999, as amended (the "Issuers' Regulation")
On 13 July 2020, Omniafin S.p.A., with registered office in Milan, via Giuseppe Pozzone no. 5, Taxpayer ID Number and Registration Number with the Register of Companies of Milan 03223710157, VAT Number 11109720158, ("Omniafin") and MTI Investimenti S.r.l., with registered office in Milan, viale Premuda no. 46, Taxpayer ID Number and Registration Number with the Register of Companies of Milan 92031510123, VAT Number 11266970968, ("MTI Investimenti" and, jointly, the "Parties") terminated early the shareholders' agreement executed between the same and Wise Venture Società di Gestione del Risparmio S.p.A. ("Wise") on 12 November 2015 (the "2015 Shareholders' Agreement") directed at regulating certain rights and undertakings related to the respective shareholdings and the corporate governance of Openjobmetis S.p.A. - Agenzia per il Lavoro, with its registered office in Milan, via Gustavo Fara no. 35, Taxpayer ID Number, VAT Number and Registration Number with the Register of Companies of Milan 13343690155 (the "Company" or "Openjobmetis"). The 2015 Shareholders' Agreement became effective on the date on which the shares of the Company started to be traded on the Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A., i.e. on 3 December 2015, with a duration of three years from 3 December 2015 and automatically renewable for a further two years until 1 December 2020 unless notice of termination was given by one of the Parties to the others at least 6 (six) months before the natural expiry date. On 31 October 2017 the Parties and Wise signed a letter for a consensual termination of the 2015 Shareholders' Agreement referring only to Wise which consequently ceased, as at this date, to be a part of the 2015 Shareholders' Agreement for all legal intents and purposes. The 2015 Shareholders' Agreement was then automatically renewed for a further two years from the first date of expiry and therefore until 1 December 2020.
By virtue of the agreement executed on 13 July 2020 between Omanifin and MTI Investimenti, the 2015 Shareholders' Agreement has been early terminated with effect from 11:59 p.m. on 13 July 2020.
On 13 July 2020, in the occasion of the early termination of the 2015 Shareholders' Agreement, Omniafin and MTI Investimenti entered into a new shareholders agreement regulating the exercise of the voting rights in accordance with article 122, paragraph 1, of the TUF with respect to the shares held by the Parties in the share capital of the Company (the "2020 Shareholders' Agreement"). The 2020 Shareholders' Agreement is effective from 00.00 a.m. on 14 July 2020. For further information on 2020 Shareholders' Agreement, please refer to the related essential information published on the Company's website at www.openjobmetis.it, in the "Corporate Governance/Shareholders' Agreements" section and on the eMarket STORAGE mechanism at in accordance with article 130 of the Issuers' Regulation.
The early termination of the 2015 Shareholders' Agreement and the execution of the 2020 Shareholders' Agreement have been also notified to the public in accordance with articles 129 and 131 of the Issuers' Regulation by way of publication of the relevant excerpt on the daily national newspaper "Il Giornale" dated 16 July 2020, as well as on the Company's website and the eMarket STORAGE mechanism above.
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