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Ovs — Capital/Financing Update 2021
Jul 9, 2021
4189_rns_2021-07-09_65e6341c-9068-4f1c-966c-b926a26ac7f1.pdf
Capital/Financing Update
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PUBLICATION OF THE KID - "KEY INFORMATION DOCUMENT" RELATING TO THE OPTION RIGHTS - ISIN CODE IT0005433260
Venice-Mestre, 9 July 2021 - OVS S.p.A. (the "Company") announces that today the Key Information Document (KID) (in Italian) relating to the option rights with ISIN code IT0005433260, drafted in accordance with Regulation (EU) No. 1286/2014 and the relevant implementing regulation, has been published on the Company's website at www.ovscorporate.it, Section "investor-relations/aumento-di-capitale".
It should be noted that the Share Capital Increase will take place by means of the issuance of maximum no. 63,923,470 OVS ordinary shares, without par value, with regular entitlement (the "New Shares"), to be offered on a pre-emptive basis to the shareholders at a ratio of no. 13 New Shares for every no. 46 OVS share held (the "Option Rights"), at a subscription price of EUR 1.25 per New Share, to be allocated as to EUR 1.00 to share capital and as to EUR 0.25 to share premium.
The calendar of the Offer provides that the Option Rights valid for the subscription of the New Shares may be exercised, subject to forfeiture, from 12 July 2021 to 26 July 2021, first and last day included (the "Option Period") and may also be traded on the MTA from 12 July 2021 to 20 July 2021, first and last day included.
The Option Rights not exercised by the end of the Option Period will be offered on the MTA within the month following the end of the Option Period, for at least two trading days, unless they have already been fully sold, pursuant to Article 2441, paragraph 3, of the Italian Civil Code. The commencement and end dates of the offer period on the MTA will be communicated to the public through specific notice.
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.
