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Ovs Capital/Financing Update 2021

Jul 28, 2021

4189_rns_2021-07-28_84422181-07af-47bd-b970-dac3b778b5e4.pdf

Capital/Financing Update

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CAPITAL INCREASE: EARLY COMPLETION OF THE OFFER ON THE ITALIAN STOCK EXCHANGE OF THE UNEXERCISED OPTION RIGHTS

Venice-Mestre, 28 July 2021 - Further to the press release issued on 26 July 2021, OVS S.p.A. ("OVS") announces that, in the context of the offer on the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A. ("MTA"), all no. 7,799,484 option rights not exercised during the option offer period (the "Unexercised Rights"), related to the subscription of no. 2,204,202 newly issued ordinary shares (the "New Shares"), corresponding to approximately 3.45% of the total number of New Shares resulting from the capital increase against payment, on a divisible basis, for a maximum amount including share premium of Euro 79,904,337.50, approved by the Extraordinary Shareholders' Meeting of 15 December 2020, have been sold during the first trading session held on 28 July 2021.

The exercise of the Unexercised Rights acquired in the context of the auction on MTA and, consequently, the subscription of the related New Shares must be made, subject to forfeiture, no later than 29 July 2021.

Unexercised Rights will be made available to the purchasers through the authorised intermediaries participating in the centralised management system of Monte Titoli S.p.A. and may be used for the subscription of the New Shares at a price of Euro 1.25 per New Share (of which Euro 0.25 as share premium), at a ratio of no. 13 New Shares for every no. 46 Unexercised Rights purchased.

For further information:

Federico Steiner Investor Relations OVS S.p.A. Barabino & Partners SpA [email protected] E-mail: [email protected] Via Terraglio n. 17, 30174, Mobile +39 335.42.42.78 Venice – Mestre

NOT INTENDED FOR DISCLOSURE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY OR TO PERSONS LOCATED OR RESIDING IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION IN WHICH SUCH CONDUCT REQUIRES AUTHORISATION BY LOCAL AUTHORITIES OR IS OTHERWISE PROHIBITED BY THE APPLICABLE 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 purchase securities in the United States of America, Australia, Canada or Japan or any other country in which such offer or solicitation would require authorisation by local authorities or otherwise is prohibited by the applicable law (the "Other Countries"). Any offer to the public will be made in Italy on the basis of a prospectus authorised by Consob, in accordance with applicable laws and regulations.

This press release, any part hereof or its distribution may not form the basis of, nor be relied upon in respect of, any investment agreement or decision. The securities have not been and will not be registered in the United States of America under the United States Securities Act of 1933, as amended (the "Securities Act"), or under the laws of the Other Countries. The securities may not be offered or sold in the United States of America unless they are registered under the Securities Act or there is an exemption from registration under the Securities Act. OVS S.p.A. does not intend to register any part of the Offer in the United States of America.

This press release does not constitute an offer to sell or a solicitation of an offer to purchase or subscribe for any securities. This press release has been prepared on the basis that any offer of securities to which it refers in the United Kingdom and in any Member State of the European Economic Area subject to the Prospectus Regulation will be made on the basis of a prospectus approved by the competent authority and published in accordance with the Prospectus Regulation and/or under an exemption provided for by the Prospectus Regulation from the requirement to publish a prospectus for offers of securities.

The term "Prospectus Regulation" means Regulation (EU) 2017/1129 (that Regulation and any amendments thereto, together with any delegated and implementing acts). This document does not constitute a prospectus within the meaning of the Prospectus Regulation. A prospectus prepared under the Prospectus Regulation has been published for the purpose of a public offering made exclusively in Italy. Investors should not subscribe for any securities referred to in this document except on the basis of the information contained in the relevant prospectus.

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Solely for the purposes of the product governance requirements provided for within: (a) Directive 2014/65/EU on Markets in Financial Instruments, as subsequently amended ("MiFID II"); (b) Articles 9 and 10 of Delegated Directive 593/2017/EU supplementing MiFID II; and (c) national implementing acts (together the "MiFID II Product Governance Requirements"), and disclaiming any liability that may arise in contract, tort or otherwise towards any "manufacturer" (within the meaning of the MiFID II Product Governance Requirements) in relation to those requirements, the Option Rights and the New Shares have been subject to a product approval process, which has identified the Option Rights and the New Shares as: (i) compatible with an ultimate target market of retail investors and investors who meet the requirements of "professional clients" and "eligible counterparties" as respectively defined under MiFID II; and (ii) reserved for distribution through all channels as permitted under MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Option Rights and the New Shares (as defined in the offering-related documentation) may decline and investors may lose all or part of their investment; the Option Rights and the New Shares do not guarantee any return or any protection of the capital invested; and an investment in the Option Rights and the New Shares is only eligible for investors who do not require a guarantee of return or protection of their invested capital and who (whether alone or with the support of a financial or other adviser) are capable of evaluating the merits and risks involved in such investment and who have sufficient resources to bear any losses that may arise therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory limitations provided for in connection with the Offer. It should be noted that, subject to the Target Market Assessment, managers will only target investors who meet the criteria of professional clients and eligible counterparties. In particular, the Target Market Assessment does not constitute: (a) an assessment of the adequacy or suitability for MiFID II purposes; or (b) a recommendation to any investor or group of investors to invest in or purchase, or undertake any transaction in respect of, the Option Rights and the New Shares. Each distributor is responsible for making its own relevant market assessment in relation to the Option Rights and the New Shares and determining the appropriate distribution channels.