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Planetel Share Issue/Capital Change 2022
4337_tar_2022-04-11_15617aa8-649f-44e3-9a86-9dd74b39e579.pdf
Share Issue/Capital Change
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| Informazione Regolamentata n. 20204-22-2022 |
Data/Ora Ricezione 11 Aprile 2022 22:21:03 |
Euronext Growth Milan | |
|---|---|---|---|
| Societa' | : | PLANETEL | |
| Identificativo Informazione Regolamentata |
: | 160260 | |
| Nome utilizzatore | : | PLANETELN03 - Michele Pagani | |
| Tipologia | : | REGEM | |
| Data/Ora Ricezione | : | 11 Aprile 2022 22:21:03 | |
| Data/Ora Inizio Diffusione presunta |
: | 11 Aprile 2022 22:21:04 | |
| Oggetto | : | PLANETEL BOD APPROVES A SHARE ISSUE AND BONDED LOAN ISSUE |
|
| Testo del comunicato |
Vedi allegato.
PRESS RELEASE
THE PLANETEL BOARD OF DIRECTORS PARTIALLY EXERCISES THE MANDATE RECEIVED FROM THE GENERAL MEETING ON 31 MARCH 2022 AND APPROVES A SHARE ISSUE FOR A MAXIMUM TOTAL AMOUNT OF EURO 680,005, INCLUDING PREMIUM, RESERVED FOR THE FOUNDERS OF DIRETE S.R.L.
BONDED LOAN ISSUE TOTALLING 3.5 MILLION EURO
Treviolo (Bergamo), 11 April 2022 – Planetel S.p.A., the "Company" or "Planetel"), parent company of a group operating nationwide in the telecommunications sector (the "Group"), listed on the Euronext Growth Milan multilateral trading system organised and run by Borsa Italiana S.p.A., has announced that its Board of Directors, meeting today, partly in session with minutes taken by a Notary Public, resolved, in partial exercise of the mandate received from the General Meeting on 31 March 2022 in accordance with art. 2443 of the Italian Civil Code, to increase the share capital, against payment and also in a number of tranches, with exclusion of the option right as per para 4, subsection 2 of art. 2441 of the Civil Code, by a maximum amount of Euro 680,005 (six hundred and eighty thousand and five), including any premium, to be underwritten by 11 May 2022, through the issue of up to 71,242 new ordinary shares without face value and with regular dividend rights, to be reserved to the founders of DiRete Società Cooperativa a responsabilità limitata ("Direte SC") and members of the Board of Directors of DiRete S.r.l. ("DiRete"), Stefano Costantini and Cristiano Belli (the "DiRete Founders" and the "DiRete Share Issue").
The DiRete Share Issue forms part of the Company's acquisition of the entire share capital of DiRete as already described in detail in the press releases published on 18 and 22 November and 21 December 2021. The Share Issue is therefore intended to enable the DiRete Founders to obtain a stake in the Company, in order to: (i) integrate the new management in the parent company Planetel's organisation, enabling the sharing of entrepreneurial and managerial cultures as well as technical know-how regarding the services offered to the clientele; (ii) strengthen competitiveness in the Lake Garda area and; (iii) accelerate the Group's strategic growth.
The Board of Directors has set the issue price at Euro 9.545 share, of which Euro 9.525 is a premium, equivalent to the volume-weighted average price (VWAP) of the shares in the 90 (ninety) trading days prior to the date of approval of the DiRete Share Issue, increased by 15% (fifteen percent), as agreed in the amended framework agreement - with regard to the price setting criterion - under an addendum signed on 7 April 2022.
The DiRete Share Issue was approved further to receipt of the report of auditors BDO Italia S.p.A. on the correspondence to market value of the price of issue of the new shares, in accordance with art. 2441, para 4, second subsection of the Civil Code, as specified in the report by the Company's Board of Directors. Both reports are available to the public in the "Investor Relations/Extraordinary Operations" section of the company's website www.planetel.it.
Denominated bonded loan "Euro 3,500,000.00- Variable Interest Rate expiring 2027"
Further to negotiations with banks, the Board of Directors has embraced the opportunity to fund its investments through issue of a bonded loan with five-year duration (2022-2027) for a total amount of Euro 3,500,000.00, to be entirely underwritten by Unicredit S.p.A.. This new issue is further to the previous minibond issue underwritten in 2019, which is to be fully repaid in advance.
The following are the main terms and conditions of the bonded loan:
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- Total amount: Euro 3,500,000
- Duration: 5 years
- Interest rate: nominal variable interest rate equal to 3 (three) month Euribor increased by a spread of 215 base points (2.15%) per annum; on the basis of the certification issued by ECOVADIS, this margin may decrease by 5 base points.
- Repayment: bonds will be repaid quarterly with an instalment of Euro 175,000 of the principal plus the interest for the period.
The Board of Directors also resolved to advise the General Meeting to increase the share capital, without payment, in accordance with art. 2442 of the Italian Civil Code, up to a maximum of Euro 4,000,000, by transferring non-distributable reserves entered in the "Revaluation reserves" to equity ("Free Increase in Share Capital").
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The main reason for the Free Increase in Share Capital is to restore the balance between the Company's share capital and its investments, in order to increase its financial soundness and the guarantees provided to its creditors.
The Free Increase in Share Capital will take place without the issue of new shares and will involve a proportional increase in the implicit book value of the shares already in circulation, since they do not have a face value.
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This press release is available from Borsa Italiana S.p.A., from the company's registered office and in the Investitori/Investor Relations/Comunicati Finanziari section of the website www.planetel.it. For its compulsory reporting, Planetel uses the eMarket SDIR circuit managed by Spafid Connect S.p.A., with registered office at Foro Buonaparte 10, Milan.
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For further information:
PLANETEL S.p.A. Euronext Growth Advisor Michele Pagani Alantra Capital Markets CFO and Investor Relations Manager Milan, Via Borgonuovo 16 +39 035204094 +39 3343903007 [email protected] [email protected]
Investor Relations Media Relations POLYTEMS HIR POLYTEMS HIR Bianca FERSINI MASTELLONI - Silvia MARONGIU Paolo SANTAGOSTINO 06.69923324-066797849 +393493856585 [email protected] [email protected]
Specialist MIT SIM S.p.A. 02.30561270 [email protected]
Holding company of a group that offers telecommunication services at national level, Planetel S.p.A. has developed a proprietary fibre optic network for the ultra-broadband connectivity of about 161 municipalities and provides TLC/IT services to over 39,600 customers in Lombardy, Veneto and Campania, through a multi-channel approach. Among the first Italian Internet Service Providers (ISP and WISP) to gradually develop its position in the telecommunication and system integration market, the company has been able to stand out on the territory as a single player offering integrated digital solutions, ASP / Cloud services and other IT solutions. Planetel, formerly a national phone operator, can now provide Business, Wholesale and Residential customers with fibre optic network connections, with the most advanced ultra-broadband connectivity and integrated communication solutions with FTTH-FTTP (Fibre to the Home – Fibre to the Premises) network architectures; its offer covers the entire value chain of ICT services that allows companies to accelerate their digitization process and time-tomarket. Planetel's primary assets include a fibre optic network of approximately 1,880 Km. – CLOUD infrastructure in 3 Datacentres – 120 Planetel Points in 69 Municipalities – 1,010 Cabinets on the ground, etc.
Planetel's main goal is the strategic development of a ultrahigh-speed proprietary backbone – up to 1.4Tb/s – which will allow more stable, faster and more secure connections with a guarantee of greater continuity of service for its customers.
Ticker: PLT - ISIN Code of ordinary shares: IT0005430951
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