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Safilo Group — Share Issue/Capital Change 2021
Nov 2, 2021
4328_iss_2021-11-02_d258ed1b-390f-49c8-bf23-56142ef65c6a.pdf
Share Issue/Capital Change
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Press release
THIS PRESS RELEASE IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, OR IN THE OTHER COUNTRIES WHERE THE OFFERS OR SALES OF SECURITIES WOULD BE FORBIDDEN UNDER APPLICABLE LAWS OR TO RESIDENTS THEREOF.
EARLY CONCLUSION OF THE AUCTION OF THE UNEXERCISED RIGHTS
Padova, 2 November 2021 – Following the press release dated 28 October 2021, Safilo Group S.p.A. ("Safilo" or the "Company") hereby announces that today, in the context of the auction on Euronext Milan organised and managed by Borsa Italiana S.p.A. (the "Rights Auction"), all the No. 1,540,988 option rights (the "Unexercised Rights") related to the subscription of No. 770,494 newly issued ordinary shares of the Company (the "New Shares"), representing approximately 0.56% of the total newly issued ordinary shares of the Company arising from the capital increase resolved by the Extraordinary Shareholders' meeting held on 30 July 2021, have been sold for a total amount of approximately Euro 456 thousand. The exercise of the Unexercised Rights purchased on Euronext Milan in the context of the Rights Auction and, therefore, the subscription of the New Shares, shall be carried out, on penalty of expiration without compensation, no later than 3 rd November 2021. The Unexercised Rights shall be made available to the purchasers through authorized intermediaries that hold accounts with the centralized management system of Monte Titoli S.p.A. and may be used to subscribe the New Shares, at a price equal to Euro 0.979 per each New Share, at the subscription ratio of No. 1 New Share for every No. 2 Unexercised Rights purchased.
Finally, the Company reminds that Safilo's reference shareholder, Multibrands Italy B.V., a subsidiary of HAL Holding N.V., has undertaken to subscribe all the Safilo shares that may be unsubscribed at the end of the Rights Auction on Euronext Milan.
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Important Regulatory Notice
This announcement and the information contained herein does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase or subscribe for securities, in the United States, Australia, Canada or Japan or any other jurisdiction where such an offer or solicitation would require the approval of local authorities or otherwise be unlawful (the "Other Countries").
Neither this press release nor any part of it nor the fact of its distribution may form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto. The securities referred to herein have not been registered and will not be registered in the United States under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or pursuant to the corresponding regulations in force in the Other Countries. The securities may not be offered or sold in the United States absent registration under the Securities Act, or an available exemption from the registration requirements of the Securities Act. Safilo Group S.p.A. (the "Company") does not intend to register any portion of the Offer in the United States.
This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area ("EEA") will be made on the basis of a prospectus approved by the competent authority and published in accordance with the Prospectus Regulation and/or pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of securities. Any public offering will be conducted in Italy pursuant to the Prospectus, duly approved by Consob in accordance with applicable regulations and published on 6 October 2021 on the Company's website.
This document is not a prospectus for the purposes of the Prospectus Regulation. Investors should not subscribe for any securities referred to in this document except on the basis of the information contained in the prospectus.
The term "Prospectus Regulation" means Regulation (EU) 2017/1129 (that Regulation and any amendments thereto, together with any delegated and implementing acts).
Press release
THIS PRESS RELEASE IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, OR IN THE OTHER COUNTRIES WHERE THE OFFERS OR SALES OF SECURITIES WOULD BE FORBIDDEN UNDER APPLICABLE LAWS OR TO RESIDENTS THEREOF.
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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 Rights and the New Shares have been subject to a product approval process, which has identified the 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 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 Rights and the New Shares do not guarantee any return or any protection of the capital invested; and an investment in the 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. 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 or purchase, or undertake any transaction in respect of, the Rights and the New Shares. Each distributor is responsible for making its own relevant market assessment in relation to the Rights and the New Shares and determining the appropriate distribution channels
About Safilo Group
Established in 1934 in Italy's Veneto region, Safilo Group is one of the eyewear industry's principal players in the design, manufacturing and distribution of optical frames, sunglasses, sports eyewear, goggles and helmets. The Group designs and manufactures its collections by blending stylistic, technical and industrial innovation with quality and skillful craftsmanship. With an extensive global presence, Safilo's business model enables it to monitor its entire production and distribution chain. From research and development in five prestigious design studios, located in Padua, Milan, New York, Hong Kong and Portland, to its company-owned production facilities and network of qualified manufacturing partners, Safilo Group ensures that every product offers the perfect fit and meets the highest quality standards. Reaching approximately 100,000 selected points of sale worldwide with an extensive wholly owned network of subsidiaries in 40 countries and more than 50 partners in 70 countries, Safilo's well-established traditional wholesale distribution model, which encompasses eyecare retailers, chains, department stores, specialized retailers, boutiques, duty free shops and sporting goods stores, is complemented by Direct-to-Consumer and Internet pure player sales platforms, in line with the Group's development strategies.
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Safilo Group's portfolio encompasses own core brands: Carrera, Polaroid, Smith, Safilo, Blenders, Privé Revaux and Seventh Street. Licensed brands include: Banana Republic, BOSS, Eyewear by David Beckham, Elie Saab, Fossil, Givenchy, havaianas, HUGO, Isabel Marant, Jimmy Choo, Juicy Couture, kate spade new york, Levi's, Liz Claiborne, Love Moschino, Marc Jacobs, Missoni, M Missoni, Moschino, Pierre Cardin, PORTS, rag&bone, Rebecca Minkoff, Tommy Hilfiger, Tommy Jeans and Under Armour.
The parent company, Safilo Group S.p.A., is listed on the Italian Stock Exchange ("MTA") organized and managed by Borsa Italiana (ISIN code IT0004604762, Bloomberg SFL.IM, Reuters SFLG.MI). In 2020, Safilo Group recorded net revenues for Euro 780.3 million.
Contacts:
Safilo Group Investor Relations Barbara Ferrante Ph. +39 049 6985766 http://investors-en.safilogroup.com
Safilo Group Press Office Elena Todisco Mob. +39 339 1919562