Share Issue/Capital Change • Feb 20, 2023
Share Issue/Capital Change
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This press release and any information contained herein may not be published, distributed or transmitted, directly or indirectly, in the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction where to do so would constitute a violation of law.
Roma, 20 February 2023 – Unidata S.p.A. (EGM: UD) ("Unidata" or the "Company"), an operator in telecommunications, cloud and IoT services, listed on the Euronext Growth Milan market of Borsa Italiana, announces that the Board of Directors of the Company, which met today in notarial form, resolved, subject to the favourable opinion of the Board of Statutory Auditors, to partially execute the mandate conferred on it by the Extraordinary Shareholders' Meeting on 10 November 2022 pursuant to art. 2443 of the Italian Civil Code, by increasing the share capital, against payment and in divisible form, with the exclusion of option rights pursuant to art. 2441, paragraph 5, of the Italian Civil Code (the "Capital Increase").
Specifically, the Capital Increase will be implemented through: (i) a tranche of up to a maximum amount of Euro 8,000,000.00 (including the potential share premium) to be offered for subscription to Mrs Michela Colli by 28 February 2023; and (ii) a further tranche of up to a maximum number of 400,000 shares (and so for a total maximum of Euro 19,432,000.00 including the potential share premium) of which 50,000 shares to service the discretionary increase option, to be offered by 22 February 2023 through an accelerated bookbuilding procedure to qualified investors pursuant to art. 2, paragraph 1, letter e) of Regulation (EU) No. 1129 of 2017 (the "Prospectus Regulation") as well as to institutional investors abroad pursuant to Regulation S of the United States Securities Act of 1933, as subsequently amended (together with qualified investors, the "Institutional Investors"), including existing shareholders of the Company (and in any case excluding institutional investors in Australia, Canada, Japan and the United States and any other foreign country in which the placement is not possible in the absence of an authorisation by the competent authorities) (the "Placement").
The purpose of the Capital Increase is to quickly and efficiently raise risk capital to be used to pursue the Company's growth strategy. The Capital Increase is also aimed at increasing the free float by favouring the liquidity of the share, also in view of a possible access to the STAR Segment of Euronext Milan during 2023.
As anticipated, part of the newly issued shares will be offered for subscription as part of a private placement, which will take place only if favourable market conditions occur, to be carried out through accelerated bookbuilding and will be issued with the exclusion of option rights pursuant to art. 2441, paragraph 5, of the Italian Civil Code, as they are to be reserved exclusively to Institutional Investors and therefore without
UNIDATA S.p.A. T +39 06 404041 N. REA 956645 00148 Roma unidata.it IT06187081002
Viale A. G. Eiffel 100 F +39 06 40404002 Capitale Soc. €. 2.538.185 i.v. Commercity M26 [email protected] Codice Fiscale/Partita Iva
publication of a prospectus by virtue of the exemption provided for in art. 1, paragraph 4, letter a) of the Prospectus Regulation and the applicable regulatory provisions of law (also abroad).
The Board of Directors resolved to empower the Chairman of the Board of Directors, Renato Brunetti, with the power to sub-delegate, to execute the Capital Increase with all and any powers to determine the terms and conditions for its execution, including determining the exact amount of the capital increase, identifying the final number of newly issued shares and setting the precise issue price of the newly issued shares.
Please also note that the accelerated bookbuilding procedure will commence immediately and the Company reserves the right to close the Placement early at any time and/or vary its terms. The outcome of the Placement will be communicated upon completion of the accelerated bookbuilding procedure. In any event, the Company will give timely notice of the outcome of the accelerated bookbuilding and, therefore, of the number of newly issued shares actually placed and of the relevant exact subscription price.
In the framework of the transaction, the Company and the controlling shareholder Uninvest S.r.l. have undertaken lock-up commitments with a duration of 6 months, in line with market practice for similar transactions.
It should be noted that the shares deriving from the Capital Increase will be Unidata's ordinary shares with regular dividend entitlement and the same characteristics as the shares in circulation at the date of their issue and dematerialised with no indication of their express par value and will be traded on Euronext Growth Milan.
The explanatory report prepared by the Board of Directors pursuant to art. 2441, paragraph 6, of the Italian Civil Code and the favourable opinion of the Board of Statutory Auditors prepared pursuant to the same article will be made available to the public on the Company's website investors.unidata.it.
Intermonte SIM S.p.A. acts as global coordinator and EnVent Capital Markets Limited as co-manager in the placement of the shares deriving from the Capital Increase with Institutional Investors. In the context of the capital increase, Chiomenti acted as legal consultant.
This press release is available from Borsa Italiana, the storage mechanism () and the company's website www.unidata.it under Investors/Press Releases.
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For further information: UNIDATA S.p.A. Euronext Growth Advisor Roberto GIACOMETTI EnVent Capital Markets Ltd +39 329 2478696 +39 06 896841
CFO ed Investor Relations Officer Londra, Berkeley Square 42, W1J54W [email protected] [email protected]
Investor Relations Advisor Media Relations CDR COMMUNICATION CDR COMMUNICATION Silvia DI ROSA Angelo BRUNELLO +39 335 78 64 209 +39 329 21 17 752 [email protected] [email protected]
Eleonora NICOLINI Stefania TREVISOL +39 333 97 73 749 +39 347 87 82 490 [email protected] [email protected]
BANCA FINNAT EURAMERICA SPA Palazzo Altieri, Piazza del Gesù 4906.699331
Unidata S.p.A. Telecommunications, Cloud and IoT Operator. The Company was founded in 1985 by 3 partners still in the Company. With a fiber optic network of over 5,450 km in continuous expansion, a wireless network and a proprietary data center, provides over 16,000 business, wholesale and residential customers with ultra-wideband connectivity services with FTTH (Fiber to the Home) network architectures, wireless connectivity, VoIP services, cloud services and other dedicated solutions, with a high level of reliability and security. Other activities in the operational start-up phase concern the Internet of Things (IoT), with the development and supply of solutions for the home automation market and Smart City. Unidata S.p.A. ISIN CODE: IT0005338840 (Reuters UD MI - Bloomberg UD IM) is listed on the Euronext Growth Milan Italia Market of the Italian Stock Exchange.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change. It may be unlawful to distribute this announcement in certain jurisdictions. These written materials are not for distribution in the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction where to do so would be unlawful. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities. The offer and sale of the securities referred to in this announcement has not been, nor will it be, registered under the United States Securities Act of 1933 and the securities may not be offered or sold in the United States absent such registration or an applicable exemption from registration. There will be no public offering of the securities in the United States in connection with this transaction, nor will there be any offer to the public in Italy since the accelerated bookbuilt offering is exclusively reserved to "Qualified Investors" (as defined in Consob Regulation n. 11971 of 14 May 1999, as subsequently amended).
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