Seco — Capital/Financing Update 2021

Jun 4, 2021

Informazione Regolamentata n. 2358-34-2021		Data/Ora Ricezione 04 Giugno 2021 14:44:28	MTA - Star
Societa'	:	SECO
Identificativo Informazione Regolamentata	:	148333
Nome utilizzatore	:	SECON03 - -
Tipologia	:	REGEM
Data/Ora Ricezione	:	04 Giugno 2021 14:44:28
Data/Ora Inizio Diffusione presunta	:	04 Giugno 2021 19:05:03
Oggetto	:	Post stabilisation notice
Testo del comunicato

Vedi allegato.

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR ANY COUNTRY WHERE IT IS UNLAWFUL TO DO SO.

PRESS RELEASE

NON-EXERCISE OF THE GREENSHOE OPTION AND END OF STABILISATION POST STABILISATION NOTICE

Arezzo, June 4, 2021 – SECO S.p.A. ("SECO" or the "Company"), hereby gives notice that the greenshoe option for no. 5,665,950 ordinary shares granted by the shareholders DSA S.r.l., HSE S.r.l., HCS S.r.l. and Fondo Italiano d'Investimento SGR S.p.A.. was not exercised. The stabilisation period has ended.

SECO also gives notice that, on the basis of the information disclosed by Mediobanca – Banca di Credito Finanziario S.p.A. ("Mediobanca") acting as stabilisation manager in the context of the listing of ordinary shares by SECO, hereby gives notice that Mediobanca has undertaken stabilisation activities (as defined under Article 3, paragraph 2, letter d), of the Market Abuse Regulation (EU/596/2014)) in relation to the offering of the securities as set out below.

Financial instruments:
Issuer	SECO S.p.A.
Financial instruments	Ordinary shares (ISIN: IT0005438046)
Offer size	37,773,000 ordinary shares excluding the over-allotment
	option
Total number of shares object	5,665,950 ordinary shares
of the stabilisation
Stabililsation Manager	Mediobanca – Banca di Credito Finanziario S.p.A.

Pursuant to Article 6, paragraph 3, of Commission Delegated Regulation (EU) 2016/1052 supplementing Regulation (EU) No. 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures, SECO, on the basis of the information disclosed by Mediobanca, hereby communicates that the stabilisation purchases began on May 5, 2021 and that the last stabilisation purchase took place on May 26, 2021.

The chart below sets out the data on the stabilisation transactions carried out during the stabilisation period.

Execution Date	Aggregate number of ordinary shares purchased	Price range (Euro)	Trading Venue
May 5, 2021	4,533,850	3.50-3.70	Borsa Italiana – Mercato Telematico Azionario
May 6, 2021	451,000	3.63-3.70	Borsa Italiana – Mercato Telematico Azionario
May 11, 2021	10,000	3.70-3.70	Borsa Italiana – Mercato Telematico Azionario
May 14, 2021	142,350	3.64-3.70	Borsa Italiana – Mercato Telematico Azionario
May 17, 2021	26,750	3.69-3.70	Borsa Italiana – Mercato Telematico Azionario
May 18, 2021	1,773	3.70-3.70	Borsa Italiana – Mercato Telematico Azionario
May 19, 2021	220,227	3.60-3.69	Borsa Italiana – Mercato Telematico Azionario
May 20, 2021	58,800	3.65-3.70	Borsa Italiana – Mercato Telematico Azionario
May 21, 2021	93,664	3.59-3.66	Borsa Italiana – Mercato Telematico Azionario
May 24, 2021	46,036	3.60-3.69	Borsa Italiana – Mercato Telematico Azionario
May 25, 2021	61,500	3.60-3.68	Borsa Italiana – Mercato Telematico Azionario
May 26, 2021	20,000	3.63-3.63	Borsa Italiana – Mercato Telematico Azionario

This press release is issued also on behalf of Mediobanca pursuant to Article 6, paragraph 2, of Commission Delegated Regulation (EU) 2016/1052.

* * *

Description of SECO

SECO (IOT.MI), listed on Borsa Italiana's Mercato Telematico Azionario (STAR segment), is a center of excellence in the field of technological innovation and integration. The company has been operating in the high-tech market for over 40 years, designing, developing and manufacturing cutting-edge proprietary technological solutions for industrial clients. SECO products range from miniaturized computers to standard or customized hardware, hightech finished products and hardware-software integrated systems for highly diversified endmarkets, including medical, industrial automation, aerospace and defense, wellness and vending systems. In addition, the company has further improved its product range by scaling the value chain with the launch of CLEA, a proprietary Platform as A Service (i.e. PaaS), providing services and solutions for applications within the Internet of Things ("IoT")

allowing clients to manage their IoT Endpoints in an efficient, effective and simple manner. With over 450 employees and a turnover of €76.1 million as of December 31, 2020, SECO operates on a global scale with offices in Europe, North America, and Asia, as well as production facilities in Italy and China, serving more than 200 blue-chip customers which are leaders in their respective fields. SECO R&D capabilities are further enhanced by longlasting strategic partnerships with tech giants and collaboration with universities, research centers, and innovative start-ups. SECO constantly focuses on corporate social responsibility, undertaking several actions to reduce its environmental footprint and increase its impact on its people and local communities.

For more information: www.seco.com

Contacts: SECO SpA Marco Parisi Head of Investor Relations Tel. +39 0575 26979 investor.relations@seco.com

COMMUNITY GROUP Marco Rubino di Musebbi Tel. +39 335 650 9552

Marco Tansini Tel. +39 335 189 9228 seco@communitygroup.it

***

DISCLAIMER

This document is an announcement and not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation"), and as such does not constitute an offer to sell or the solicitation of an offer to purchase securities. A prospectus prepared pursuant to the Prospectus Regulation, Commission Delegated Regulation (EU) 2019/980, the Commission Delegated Regulation (EU) 2019/979 (the "Delegated Regulations"), Legislative Decree n. 58/1998 of 24 February 1998, as subsequently amended (the "Consolidated Financial Law") and Regulation adopted by CONSOB with Resolution no. 11971 of 14 May 1999, as subsequently amended (the "Issuers' Regulation"), is expected to be approved by the Consob and be made available in accordance with the requirements of the Prospectus Regulation, the Delegated Regulations, the Consolidated Financial Law and the Issuers' Regulation. Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EU Member State is addressed solely to qualified investors (within the meaning of Article 2(1)(e) of the Prospectus Regulation) in that Member State.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities, nor shall it (or any part of it) or the fact of its distribution form the basis of, or be relied on in connection with, any contract therefor. The Offering and the distribution of this announcement and other information in connection with the Offering in certain jurisdictions may be restricted by law and persons into whose possession this announcement or any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdiction.

This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order or (iv) certified high net worth individuals and certified and self-certified sophisticated investors as described in Articles 48, 50, and 50A respectively of the Order or (v) persons to whom this communication may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Neither this announcement, nor any copy of it may be taken, transmitted or distributed, directly or indirectly, into Australia, Canada, Japan, or to any persons in any of those jurisdictions or any other jurisdictions where to do so would constitute a violation of the laws of such jurisdiction. The securities referred to herein have not been and will not be qualified under the applicable securities laws of Australia, Canada, Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or to any resident or citizen of Australia, Canada, Japan.

This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities in the United States. No securities of the Company have been registered under the U.S. Securities Act of 1933, as amended, and the Company does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States. There will be no public offering of the securities in the United States.

This announcement does not constitute a recommendation concerning the Offering or the shares of the Company. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Offering cannot be relied upon as a guide to future performance. Potential investors should consult, to the extent they deem necessary, a professional investment, business, tax, and/or legal advisor as to the suitability of the Offering for the person concerned.

Any purchase of shares of the Company in the proposed Offering should be made solely on the basis of the information contained in the Prospectus, as approved by Consob, to be issued by the Company in connection with the admission to trading on the MTA. The approval of the Prospectus by Consob shall not constitute an evaluation of the economic and financial soundness of the transaction and the quality or solvency of the Company. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.

Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.

None of the banks acting as joint global coordinators, joint bookrunners and/or co-bookrunner in the contest of the potential initial public offering (the "Managers") or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Nothing contained herein is, or shall be relied upon as, a promise or representation by the Managers or any of their respective directors, officers, employees, advisers or agents in this respect, whether as to the past or future.

None of the Managers or any of their respective directors, officers, employees, advisers or agents assumes any responsibility for its accuracy, completeness or verification and accordingly the Managers and each of their respective directors, officers, employees, advisers or agents disclaim, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement. The Managers are each acting exclusively for the Company and the Selling Shareholders in the transaction referred to in this announcement and for no-one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to their respective clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that such Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of

professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II to such target market (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline, and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Managers will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.