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Technoprobe Share Issue/Capital Change 2023
4484_egm_2023-03-21_40bdcda6-1382-4561-8ef9-a47d7043780b.pdf
Share Issue/Capital Change
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| Informazione Regolamentata n. 20250-10-2023 |
Data/Ora Ricezione 21 Marzo 2023 20:26:15 |
Euronext Growth Milan | |
|---|---|---|---|
| Societa' | : | TECHNOPROBE | |
| Identificativo Informazione Regolamentata |
: | 173856 | |
| Nome utilizzatore | : | TECHNOPROBEN04 - Di Terlizzi | |
| Tipologia | : | REGEM | |
| Data/Ora Ricezione | : | 21 Marzo 2023 20:26:15 | |
| Data/Ora Inizio Diffusione presunta |
: | 21 Marzo 2023 20:26:16 | |
| Oggetto | : | The Board of Directors resolves to convene the shareholders' meeting to approve the translisting process on Euronext Milan |
|
| Testo del comunicato |
Vedi allegato.
Technoprobe S.p.A. Via Cavalieri di Vittorio Veneto, 2 23870, Cernusco Lombardone (LC) - Italy www.technoprobe.com
PRESS RELEASE
The Board of Directors resolves to convene the shareholders' meeting to approve the translisting process on Euronext Milan
The Board of Directors of Technoprobe S.p.A. resolved to submit to the shareholders' meeting to be convened on 6 April for the approval of the financial statements as at 31 December 2022:
- the approval of the project for the listing of the Company's ordinary shares on Euronext Milan, with simultaneous delisting of the same shares from Euronext Growth Milan
- the appointment of two new directors after increasing the number of directors from 5 to 7, subject to the beginning of trading of the Company's ordinary shares on Euronext Milan
- the appointment of the three-year statutory audit engagement and, subject to the beginning of trading of the Company's ordinary shares on Euronext Milan, the nine-year statutory audit engagement
- the adoption of the new by-laws, subject to the beginning of trading of the Company's ordinary shares on Euronext Milan, which will provide, inter alia, for the removal of multiple-voting shares and the introduction of loyalty shares
- the proposal to restate the compensation due to the Board of Statutory Auditors subject to the beginning of trading of the Company's ordinary shares on Euronext Milan
The Board of Directors of Technoprobe S.p.A. also resolved to submit to the Shareholders' Meeting the proposal to delegate the Board of Directors with the power to increase the share capital pursuant to Article 2443 of the Italian Civil Code, subject to revocation of the existing and partially exercised delegated power
Cernusco Lombardone (LC), 21 March 2023 – Technoprobe S.p.A., a company listed on Euronext Growth Milan and leader in the design and production of Probe Cards (the "Company" or "Technoprobe"), hereby announces that the Company's Board of Directors today approved, inter alia, the project for the listing of the Company's ordinary shares on Euronext Milan and resolved to submit it to the approval of the next Shareholders' Meeting.
The purpose of translisting from the Euronext Growth Milan multilateral trading system to Euronext Milan is to maximise the Company's visibility in domestic and international reference markets as well as to attract greater interest from institutional investors, with a consequent benefit in terms of stock liquidity.
Mediobanca Banca di Credito Finanziario S.p.A. will act as listing agent.
The trading of the Company's ordinary shares on Euronext Milan is subject to subject to obtaining the approval of the Shareholders' Meeting, the completion of the formal and substantial fulfilments required by the Authorities and the necessary approvals from the Authorities.
In particular, the Shareholders' meeting will be asked - among other things - to approve the new by-laws in compliance with the provisions applicable to companies listed on regulated markets, and to integrate the composition of the Board of Directors in order to enable the Company, in view of the prospective listing, to have a Board of Directors more in line with the provisions applicable to listed companies and with the best practice of listed companies on regulated markets.
Technoprobe S.p.A. Via Cavalieri di Vittorio Veneto, 2 23870, Cernusco Lombardone (LC) - Italy www.technoprobe.com
The new text of the by-laws provides, among other things, for the removal of the category of shares with multiple voting rights and the introduction of loyalty shares. The convened Shareholders' Meeting will be asked, among other things, to confer a new three-year statutory audit engagement as well as, subject to the listing of the Company's ordinary shares on Euronext Milan and the consequent acquisition of the status of a public interest entity pursuant to Article 16 of Legislative Decree n. 39/2010, to confer a nine-year statutory audit engagement, pursuant to the law, replacing the three-year engagement.
Lastly, the Board of Directors resolved to submit for the approval of the Company's Shareholders' Meeting the restate of the compensation due to the Board of Statutory Auditors, subject to the beginning of trading of the Company's ordinary shares on Euronext Milan, also in order to align the compensation attributed to the auditing body with the best practice of listed companies on regulated markets.
The Board of Directors also resolved to submit to the approval of the Company's Extraordinary Shareholders' Meeting the proposal to delegate the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, with the power to increase the share capital, with or without warrants and also at the service of the exercise of warrants, subject to revocation of the existing and partially exercised delegated power, and to issue convertible notes, pursuant to Article 2420-ter, also excluding option rights pursuant to Article 2441, paragraphs 4 and 5 of the Italian Civil Code, for a maximum amount of Euro 600,000, in addition to a share premium, through the issue of a maximum of 60,000,000 shares, for a maximum period of five years from the date the resolution is taken, in order to allow the Board of Directors to have a flexible instrument available in the future also to support growth through external lines.
The notice of the shareholders' meeting and the supporting documentation will be made available to the public within the terms and in the manner prescribed by law.
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This press release will be available on Technoprobe's website www.technoprobe.com, in the Investor Relations section/Financial Press Releases.
Contacts
Technoprobe S.p.A. Technoprobe S.p.A. Ines Di Terlizzi Paolo Cavallotti
Technoprobe S.p.A. – Comin & Partners Tommaso Accomanno Email: [email protected] Mob. +39 340 770 1750
Euronext Growth Advisor e Specialist Mediobanca – Banca di Credito Finanziario S.p.A. Piazzetta Enrico Cuccia n. 1 Milano Email: [email protected] Tel: +39 02 88291
Investor Relator Communication & Marketing Manager Email: [email protected] Email: [email protected]
Technoprobe S.p.A. Via Cavalieri di Vittorio Veneto, 2 23870, Cernusco Lombardone (LC) - Italy www.technoprobe.com
Technoprobe Group
Technoprobe is a leading company in the field of semiconductors and microelectronics. Established in 1996 by the entrepreneurial spirit of its founder Giuseppe Crippa, Technoprobe specialises in the design and manufacture of Probe Cards, i.e. electro-mechanical interfaces used for the functional testing of chips. Its market segment is the testing of non-memory or SOC (system on chip) semiconductors. The Group is the only Probe Card manufacturer in Italy and a world leader in terms of volume and turnover. It has partnerships and collaborations with some of the world's largest microelectronics, IT and digital companies. Probe cards are hi-tech devices that are custommade for each chip and allow the function of chips to be tested during the manufacturing process. These technologically-advanced designs and solutions are essential for ensuring the proper functioning and reliability of devices that play a crucial role in industries such as Information Technology, 5G, Internet of Things, home automation, automotive, aerospace, etc. As a result, Technoprobe is a critical link in the supply chain for the manufacture of chips, which are at the heart of today's technological world. Technoprobe is a rapidly expanding hub of technological research and innovation with approximately 2700 employees (1700 of them located in Italy), three research centres and more than 600 certified patents. Technoprobe has 14 locations worldwide. The Group's Italian headquarters are in Cernusco Lombardone (LC), a municipality on the outskirts of Milan where there is also a production plant that covers an area of about 18,000 sqm. The Group has two additional production plants in Italy: one in Agrate (MB) covering about 3,000 sqm, and one in Osnago (LC) covering about 5,000 sqm. Also in Italy a Design Center was opened in Sicily, in Catania, in 2022. The Group also has 10 other locations spread across Europe (France and Germany), Asia (Taiwan, South Korea, China, Japan, Philippines and Singapore) and the United States (two locations in California). On 15 February 2022, Technoprobe was listed on the Euronext Growth Milano market.
Technoprobe S.p.A. - Partita IVA e Codice Fiscale 02272540135 - Capitale Sociale € 6.010.000 - R.E.A. 283619 All rights reserved. The COPYRIGHT of this document is property of TECHNOPROBE S.p.A. No part of this document may be copied, reprinted or reproduced in any material form, whether wholly or in part, without a written consent. The contents or methods or techniques contained herein are CONFIDENTIAL, therefore must not be disclosed to any other person or company or entity.