Tinexta — Capital/Financing Update 2016

Jul 15, 2016

Informazione Regolamentata n. 20053-39-2016		Data/Ora Ricezione 15 Luglio 2016 19:43:45	AIM -Italia/Mercato Alternativo del Capitale
Societa'	:	Tecnoinvestimenti S.p.A.
Identificativo Informazione Regolamentata	:	77072
Nome utilizzatore	:	TECNOINVNSS01 - x
Tipologia	:	IROS 04
Data/Ora Ricezione	:	15 Luglio 2016 19:43:45
Data/Ora Inizio Diffusione presunta	:	15 Luglio 2016 19:58:46
Oggetto	:	The Board of Directors approves the final terms and conditions for the share capital increase with option right
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

The Board of Directors approves the final terms and conditions for the share capital increase with option right

Offer calendar confirmed: option offer period and pre-emption from 18 July to 3 August 2016, with option rights negotiation period from 18 July to 28 July 2016

Rome, 14 July 2016 – Further to the press releases issued on 13 July 2016 and today, Tecnoinvestimenti S.p.A. (the "Company" or the "Issuer") gives notice that the Board of Directors, which met today, has set the final terms and conditions for the Share Capital Increase, exercising the powers conferred upon it, pursuant to art. 2443 of the Italian Civil Code, by the Extraordinary Shareholders' Meeting held on 31 May 2016.

Specifically, the Board of Directors resolved to issue a maximum of 14,582,000 new ordinary shares (the "Shares"), without an indication of face value, with the same characteristics as the ordinary shares of the Issuer in circulation, including regular dividend rights, to be offered to the right-holders at a subscription price of € 3.40 per new share, with 23 newly issued shares offered for each 50 shares held.

The maximum countervalue of the Option Offer will thus be € 49,578,800.

In addition, the Company confirms the calendar for the Offer already indicated in the release issued on 13 July 2016, summarised below:

• (i) the option rights for the subscription of the Shares (the "Option Rights") must be exercised, upon penalty of expiry, from 18 July to 3 August inclusive (the "Offer Period");
• (ii) the Option Rights, code ISIN IT0005203002, will also be negotiable from 18 July 2016 to 28 July 2016 inclusive.

Pursuant to art. 2441 of the Italian Civil Code, those who exercise the option right shall, provided they present the pertinent request at the same time, be entitled to the right of pre-emption on any Shares not subscribed to at the end of the Offer Period.

The definitive conditions of the Offer, as determined by the Company's Board Meeting held today, will be indicated in a supplement to the Prospectus, which, subject to Consob authorisation, will be published before the beginning of the Offer Period (the "Supplement").

With reference to the Share Capital Increase, please remember that, as per the press release issued on 27 June: (i) the majority shareholder, Tecno Holding S.p.A., which currently holds an equity investment of 56.86% of the share capital, has irrevocably undertaken to subscribe to the portion of shares to which it is entitled in the Share Capital Increase, by exercising the corresponding number of option rights to which it is entitled by virtue of the equity investment held in the capital of the Issuer. In this regard, on 27 June 2016, Tecno Holding made an advance payment of approx. € 28.4 million for the share capital increase; (ii) the shareholder Quaestio Capital Management SGR S.p.A., which currently holds an equity investment of 10% of the share capital, has irrevocably undertaken to subscribe to the portion of shares to which it is entitled in the Share Capital Increase, by exercising the corresponding number of option rights to which it is entitled by virtue of the equity investment held in the capital of the Issuer.

The Prospectus, approved today by Consob with protocol no. 0065535/16, will be available, together with the Supplement, by the means and under the terms legally provided for, at the registered office of the Issuer, situated in Rome, in Piazza Sallustio n. 9, and on the website of the Issuer, www.tecnoinvestimenti.it.

Tecnoinvestimenti is assisted by Intermonte in the capacity of Sponsor and Global Coordinator (assisted by the legal firm DLA Piper), Gatti Pavesi Bianchi as the issuer's legal advisor, Lazard as financial advisor, KPMG as auditing firm and Barabino & Partners as PR advisor. EnVent Capital Markets Ltd. is the Issuer's Nomad.

*** ** 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 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

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 s.bassi@barabino.it

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

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

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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.

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 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.