Technogym — Share Issue/Capital Change 2021

May 19, 2021

Informazione Regolamentata n. 1845-34-2021		Data/Ora Ricezione 19 Maggio 2021 08:46:47	MTA
Societa'	:	TECHNOGYM
Identificativo Informazione Regolamentata	:	147479
Nome utilizzatore	:	TECHNOGYMNSS01 - -
Tipologia	:	3.1
Data/Ora Ricezione	:	19 Maggio 2021 08:46:47
Data/Ora Inizio Diffusione presunta	:	19 Maggio 2021 08:46:48
Oggetto	:	TGH CONCLUDED THE SALE OF 12.000.000 ORDINARY SHARES OF TECHNOGYM THROUGH ACCELERATED BOOKBUILDING PROCEDURE RESERVED TO INSTITUTIONAL INVESTORS
Testo del comunicato

Vedi allegato.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO THE U.S., CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW

This announcement is not an offer of securities for sale in any jurisdiction, including the U.S., Canada, South Africa, Australia or Japan. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.

PRESS RELEASE

TGH COMPLETES THE SALE OF 12.000.000 ORDINARY SHARES, EQUAL TO APPROXIMATELY 5,96% OF THE SHARE CAPITAL, FOR A PRICE OF EURO 10,81 PER SHARE

Cesena (Italy), 19 th May 2021 – Following the press release dated May 18th 2021, TGH S.r.l. ("TGH"), announces the successful completion of the sale of 12.000.000 of Technogym's (the "Company") ordinary shares, equal to approximately 5,96% of the Company's share capital, for a price per share of Euro 10,81 and a total amount of Euro 129,7 million.

The transaction has been carried out through an accelerated book building procedure reserved to qualified investors in Italy and institutional investors abroad. The settlement of the transaction (delivery of the shares and payment of the price) will take place on May 21st 2021.

Morgan Stanley & Co. International plc has acted as Sole Bookrunner of the transaction.

Following the completion of the placement, TGH holds no. 68.000.000 ordinary shares of the Company, equal to 33,78% of the Company share capital, representing no. 136.000.000 of voting rights that represent the 50,5% of the total voting rights.

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, South Africa, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States (including its territories and dependencies, any State of the United States and the District of Columbia). The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration thereunder or pursuant to an available exemption therefrom. Neither this document nor the information contained herein constitutes or forms part of an offer to sell, or the solicitation of an offer to buy, securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction.

In member states of the European Economic Area ("EEA") pursuant to the Prospectus Regulation (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Regulation ("Qualified Investors"). For these purposes, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 and includes any relevant implementing measure in the Relevant Member State. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) 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, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated; any other persons in the United Kingdom should not take any action on the basis of this announcement and should not act on or rely on it. This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

In connection with any offering of the shares of Technogym S.p.A. (the "Shares"), the Sole Bookrunner and any of its affiliates acting as an investor for its own account may take up as a proprietary position any Shares and in that capacity may retain, purchase or sell for their own account such Shares. In addition the Sole Bookrunner or its affiliates may enter into financing arrangements and swaps with investors in connection with which the Sole Bookrunner (or its affiliates) may from time to time acquire, hold or dispose of Shares. The Sole Bookrunner does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

The Sole Bookrunner is only acting for the Seller in connection with the placement of Shares, and no one else, and will not be responsible to anyone other than to the Seller for providing the protections offered to clients of the Sole Bookrunner nor will the Sole Bookrunner or any of their respective affiliates be responsible for providing advice in relation to the placement or the contents of this announcement. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Sole Bookrunner or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Information:

Carlo Capelli – Chief Corporate Officer – Family Office Wellness Holding Tel. +390547653865 Email: ccapelli@wellnessholding.com;