Tinexta — Capital/Financing Update 2016

Aug 26, 2016

Informazione Regolamentata n. 20053-50-2016		Data/Ora Ricezione 26 Agosto 2016 08:12:41	AIM -Italia/Mercato Alternativo del Capitale
Societa'	:	Tecnoinvestimenti S.p.A.
Identificativo Informazione Regolamentata	:	78506
Nome utilizzatore	:	TECNOINVNSS01 - x
Tipologia	:	AIOS 01
Data/Ora Ricezione	:	26 Agosto 2016 08:12:41
Data/Ora Inizio Diffusione presunta	:	26 Agosto 2016 08:27:42
Oggetto	:	Comunicazione azionisti rilevanti post aumento di capitale
Testo del comunicato

Vedi allegato.

This announcement is not for distribution in, nor does it constitute an offer of securities for sale in the United States of America, Canada, Australia, Japan or any jurisdiction where such distribution is unlawful, (as such term is defined in Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act")). Securities may not be offered or sold in the United States unless they are registered or are exempt from registration under the U.S. Securities Act of 1933, as amended. The securities of the Company have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States and may not be offered or sold within the United States, absent registration requirements of the Securities Act and applicable state laws. The Company does not intend to register any security in the United States or conduct a public offering of securities in the United States. Copies of this announcement must not be taken or transmitted into the United States of America, its territories or possessions, or distributed, directly or indirectly, in the United States of America, its territories or possessions or to any US person. Copies of this announcement must not be taken to or transmitted into Australia, Canada or Japan or to any person in any of those jurisdictions. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian or Japanese securities laws.

PRESS RELEASE

Notice of changes in share capital pursuant to Art. 25 of the AIM Rules

Roma, 9 August 2016. Reference is made to the share capital increase of a maximum of no. 14,582,000 Tecnoinvestimenti ordinary shares (the "Shares") for a total maximum amount of Euro 49,578,800.00 by virtue of the option ratio no. 23 shares for every no. 50 Tecnoinvestimenti ordinary shares held, resolved upon by the Board of Directors of the Company on 16 June 2016 and 14 July 2016, exercising the powers conferred upon it, pursuant to art. 2443 of the Italian Civil Code by the Meeting held on 31 May 2016.

Following completion of the offer period and pre-emption, which began July 18, 2016 and concluded on August 3, 2016, inclusive (the "Offer Period"), no. 14,556,120 Shares, equal to 99.82% of the total shares offered, for a total value of Euro 49,490,808, have been subscribed.

As a consequence, please noted that today the attestation provided for in Article. 2444, paragraph 1, of the Civil Code, together with the amended bylaws with details of the new share capital, has been deposited at the Registro Imprese di Roma.

The following table shows the new composition of the share capital (fully underwritten and paid).

		Current share capital		Previous share capital
	Euro	n. of shares	Par value	Euro	n. of shares	Par value
Total of which:	46,256,120.00	46,256,120	-	31.700.000,00	31.700.000	-

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA AUSTRALIA, JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION MIGHT BE UNLAWFUL

Ordinary shares (regular rights, coupon number: 4)	46,256,120.00	46,256,120	-	31.700.000,00	31.700.000,00	-
-------------------------------------------------------------------	---------------	------------	---	---------------	---------------	---

The updated bylaws is available at the Company's registered office and on the website of the Company www.tecnoinvestimenti.it in the section Investor Relations/Corporate Governance.

***

** This press release is a translation, the Italian version will prevail **

This release is available on the Company website www.tecnoinvestimenti.it, in the Press Releases and Investor Relations section.

BRIEF DESCRIPTION OF THE GROUP

Tecnoinvestimenti Group ranks among the leading operators in Italy in Digital trust services, Credit Information & Management and Sales & Marketing Solutions.

It is made up of three business units. The Digital Trust business unit, through the company InfoCert, provides products and services for documentation digitalisation, electronic billing, certified mail and atures. It is a Certification Authority and one of three Identity providers recognised in Italy.

The Credit Information & Management business unit, in which the companies Ribes, Assicom and their subsidiaries operate, offers services in support of decision-making processes such as chamber of commerce and real estate information, aggregate reports, summary ratings, decision-making models, real estate reports and evaluations, with particular reference to the areas of issuing, evaluating and recovering credit.

The Sales and Marketing Solutions business unit, through the company Co.Mark, offers solutions and tools for accompanying small and medium-sized companies towards geographical expansion beyond the border.

Ticker: TECN, ISIN Code IT0005037210.

CONTACTS

Tecnoinvestimenti S.p.A. Communications Elisa Ferrio Head of External Relations Tel.: +39 011 02 01 904

ISSUER MEDIA / INVESTOR RELATIONS

Barabino&Partners S.p.A. Foro Buonaparte, 22 - 20121 Milano Tel.: +39 02 7202 3535

Stefania Bassi: +36 335 6282 667

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA AUSTRALIA, JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION MIGHT BE UNLAWFUL

Mob. +39 347 85 66 482 E-mail: elisa.ferrio@tecnoinvestimenti.it

Investor relations Marco Sanfilippo Mob. +39 06 42 01 26 31 E-mail: investor@tecnoinvestimenti.it

SPECIALIST NOMAD Intermonte SIM S.p.A. Galleria De Cristoforis, 7/8 - 20122 Milano Tel.: +39 02 771151

s.bassi@barabino.it

EnVent Capital Markets Ltd. 25 Savile Row W1S 2ER London Tel.+ 44 (0) 20 35198451 Italian Branch, Via Barberini 95 - 00187 Roma Tel.:+39 06 896841

***

______________________________________________________________________________________

Important Regulatory Notice

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION MIGHT BE UNLAWFUL

This announcement is for distribution only to persons who (i) 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 "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area ("EEA"), other than Italy, (each, a "Relevant Member State"), will be made pursuant to an exemption under the Prospectus Directive (2003/71/EC, as amended), from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the rights offering mentioned in this announcement may only do so in circumstances in which no obligation arises for the Company or any of the managers to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Company nor any of the managers have authorized, nor do they authorize, the making of any offer of securities through any financial intermediary, other than offers made by the underwriters which constitute the final placement of the Rights Offering contemplated in these materials. Neither the Company or any of the managers have authorized, nor do they authorize, the making of any offer of securities in circumstances in which an obligation arises for the Company or any of the managers to publish or supplement a prospectus for such offer.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA AUSTRALIA, JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION MIGHT BE UNLAWFUL