Salcef Group — Delisting Announcement 2020

Sep 18, 2020

Informazione Regolamentata n. 20176-73-2020		Data/Ora Ricezione 18 Settembre 2020 14:39:26	AIM -Italia/Mercato Alternativo del Capitale
Societa'	:	SALCEF GROUP S.P.A.
Identificativo Informazione Regolamentata	:	137076
Nome utilizzatore	:	SALCEFGROUPNSS01 - Valeriano Salciccia
Tipologia	:	3.1
Data/Ora Ricezione	:	18 Settembre 2020 14:39:26
Data/Ora Inizio Diffusione presunta	:	18 Settembre 2020 14:39:27
Oggetto	:	Start of the listing process on the MTA market
Testo del comunicato

Vedi allegato.

PRESS RELEASE

Start of the listing process on the MTA market

• ❖ Salcef Group starts the process of listing on the MTA market, potentially STAR segment
• ❖ Resignation by the Chairman of the Board of Statutory Auditors
• ❖ The proposal to submit to the Shareholders' Meeting to delegate the Board to increase the share capital pursuant to Article 2443 of the Italian Civil Code was approved.
• ❖ Financial calendar updated
• ❖ Banca Akros appointed Sponsor for listing on the MTA

Rome, 18 September 2020 – The Board of Directors of Salcef Group S.p.A. (the "Company"), an international leader in the maintenance and construction of railway infrastructure, today approved, inter alia, the project for the listing of the Company's ordinary shares and warrants on the MTA ("Mercato Telematico Azionario"), if applicable STAR segment ("MTA"), and resolved to submit it for approval at the next Shareholders' Meeting.

The purpose of translisting from the AIM Italia multilateral trading facility to the MTA is to enable the Company to benefit from greater liquidity of the stock and, as a result, from greater interest from the market and institutional investors, as well as greater visibility on national and international target markets, to enhance the image of the Company, the Group and its services. Banca Akros S.p.A. will act as a sponsor.

The listing of the Company's ordinary shares and warrants on the MTA is subject to the approval of the Shareholders' Meeting, to the completion of the formal and substantive formalities required by the Authorities and to the necessary authorisations by the latter.

In particular, the Shareholders' Meeting will be called - among other things - to approve a new draft of the Articles of Association in line with the provisions applicable to companies listed on regulated markets, to amend the composition of the Board of Directors in order to enable the Company to have a Board of Directors in line with the provisions applicable to listed companies and with market best practice.

Furthermore, the Company informs that today the Chairman of the Board of Statutory Auditors, taking into account the duration of the office held in the Company for more than nine years and in order to facilitate the listing process, has resigned, subject to the date of the Shareholders' Meeting called to resolve on the Company's listing project on the MTA, possibly STAR segment. The Shareholders' Meeting will therefore also be called upon to integrate the Board of Auditors. The Shareholders' Meeting will also be called, in view of the listing of the Company's ordinary shares on the MTA and the consequent assumption of the status of public interest entity pursuant to art. 16 of Legislative Decree no. 39/2010, to confer a nine-year audit assignment in accordance with the law

In the context of the activities related to the listing, the Board of Directors approved the restated consolidated financial statements in accordance with IAS/IFRS for the years ended 31 December 2019, 31 December 2018 and 31 December 2017 (the "2017-2019 Consolidated Financial Statements"), which have been audited by the independent auditors for the sole purpose of their inclusion in the prospectus. The 2017-2019 Consolidated Financial Statements will be available on the website www.salcef.com, Investor Relations/Financial Statements and Reports Section, together with the independent auditors' report.

The Board of Directors also resolved to submit for approval to the Extraordinary Shareholders' Meeting of the Company the proposal to grant a proxy to the Board of Directors pursuant to Article 2443 of the Italian Civil Code to increase the share capital with or without warrants, also excluding pre-emption rights pursuant to Article 2441, paragraphs 4 and 5 of the Italian Civil Code, by a maximum of 50,000,000 euros, including share premium, for a maximum period of five years from the date of the resolution.

Finally, a minor change has been made to the financial calendar in order to specify that the additional financial information as at 30 September 2020 will not be audited.

Below is the updated financial calendar for corporate events planned for the year 2020, already available in the Investor Relations section of the website www.salcef.com.

19.11.2020	Board of Directors for the approval of Additional Financial Reporting as at 30 September 2020 unaudited.
20.11.2020	Conference call - Financial results at 30.09.2020

This press release is available on the Salcef Group website www.salcef.com, in the Investor Relations/Price sensitive Press Releases section. The documentation relating to the Shareholders' Meeting will be made available to the public at the Company's registered office and on the Company's website www.salcef.com in compliance with the terms set out in current legislation.

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Salcef Group is an Italian corporate group employing over 1,000 people and operating on 3 continents; it is an international railway industry leader in the maintenance and construction of railway and urban transport infrastructure systems, as well as in the construction and sale of rolling stock and the production of reinforced concrete structures. Founded in 1949, the company became wholly owned by the Salciccia family in 1975, and it is currently led by the brothers Gilberto and Valeriano Salciccia, in the roles of Chairman and Managing Director respectively. Railway and metropolitan railway line maintenance and renewal account for 80% of operations and are the core business of Salcef, which in the last 20 years has renewed over 7,000 km of track and is the global leader in track renewal. Salcef Group has a consolidated business founded on a history of more than 70 years, conducted by highly skilled staff in receipt of continual training. In 2019 Salcef achieved a Value of Production of € 311.2 million, with net Group profit of € 38.4 million.

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Contact: Barabino & Partners Stefania Bassi Email: s.bassi@barabino.it Tel: +39 335 62 82 667 www.barabino.it

Salcef Group S.p.A. Investor Relations Diego Paniccia Email: investor.relations@salcef.com Tel.: +39 06 416281

Nomad Banca Akros S.p.A.

Matteo Sacco Tel.: +39 02 434441