PRESS RELEASE 11 APRIL 2017
The Board of Directors of Italeaf resolved to submit to shareholders' meeting a capital increase to grow in the startup business
· The Board of Directors has called the Extraordinary Shareholders' Meeting for 2 May 2017 to propose a capital increase with exclusion of option rights for up to Euro 2,499 million (no. 2,499,999 ordinary shares).
· The capital increase will represent the tool to enhance the visibility of the company on Nasdaq First North, to foster the entry of new supportive investors-shareholders for the growth and to exploit potential opportunities in the market environment.
The Board of Directors of Italeaf, financial holding Company and first Italian Company Builder, active in cleantech and smart innovation, listed on Nasdaq First North, has resolved today to convene an Extraordinary Shareholders' Meeting on May 2, 2017, to propose to the shareholders to resolve upon a capital increase, to be subscribed against payment, in one or more tranches, in divisible form, with the exclusion of option rights pursuant to art. 2441, paragraph 5 of the Italian Civil Code. The newly issued shares will be offered for subscription in a private placement, without publication of the prospectus for the public offering and listing of the new shares by virtue of the exemptions provided by art. 100 letters a), b) and c) of the Legislative Decree no. 58/1998 (TUF) and art. 34-ter, paragraph 1 letters a), b) and c) of Consob Issuers Regulation no.11971/99, as amended (the "Private Placement").
The proposal foresees that the new shares, for a maximum of up to 2,499,000 (and/or for a counter value of up to Euro 2,499,000) may be offered to Italian and foreign institutional and industrial investors until June 15, 2017. The capital increase will be carried out through the Private Placement, with a minimum price of Euro 1.00 per share. This minimum price was determined taking into account the provisions of Art. 2441, paragraph 6, of the Italian Civil Code. In particular, it was taken into account the market value of the Italeaf shares, traded on the Nasdaq First North market in Stockholm, MTF organized and operated by Nasdaq, responding to the need to achieve in the short term the main target of the placement of the new shares offered for subscription to institutional investors and/or industrial partners.
The transaction fits into the growth path that Italeaf followed uninterruptedly since it was established, partly as a result of the strategic development plan "Bridging the gap with a company builder", and is therefore aimed to:
- put the Company in the best equity and financial conditions ideal to enhance and consolidate its position in the growing market of innovative startups, combining its track record in the acceleration of new industries with the integration of new digital technologies;
- use new financial resources to strengthen the equity of the newcos and startups investee and to establish new industrial companies, in order to increase the turnover of new startups and speed up the exit of those in the portfolio;
- increasing the visibility of the share on NASDAQ First North market, at Stockholm Stock Exchange, allowing the entry of qualified and supportive investors or industrial partners, also in order to improve and consolidate the company's strategy of innovation and internationalization;
- promptly seize the best conditions offered by the market, eliminating, therefore, through a private placement exclusively reserved to qualified investors or industrial partners, the long time typically associated to the exercise of the option rights reserved to shareholders.
The financial resources raised through the capital increase will be placed at the service of industrial development of the Company and will not be, therefore, used to reduce or to change the debt structure.
Please note that the illustrative report prepared pursuant to art. 2441, sixth paragraph, of the Italian Civil Code, as well as other documents required by the Article 2441 of the Italian Civil Code, will be available to the public at the registered office, on the company website under Investor Relations section (www.italeaf.com) as well as at the centralized storage mechanism Inpublic ( http://ip.globenewswire.com ) at the Stockholm Stock Exchange and Nasdaq.
This press release is also available on the Company's website: www.italeaf.com
This information is information that Italeaf SpA is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out below, at [Time] CET on 11 April 2017.
Certified Adviser
Mangold Fondkommission AB, +46 (0)8 5030 1550, is the Certified Adviser of Italeaf SpA on Nasdaq First North.
For further information please contact: Filippo Calisti CFO - Italeaf S.p.A. E-mail: calisti@italeaf.com
Italeaf SpA, established in December 2010, is a holding company and a business accelerator for companies and startups in the areas of innovation and cleantech. Italeaf operates as a company builder, promoting the creation and development of industrial startups in the fields of cleantech, smart energy and technological innovation. Italeaf has headquarters and plants in Italy at Nera Montoro (Narni), Terni, Milano and Lecce; has international offices in London and Hong Kong and a research and development centre in the Hong Kong Science and Technology Park. The company controls TerniEnergia, listed on the STAR segment of the Italian Stock Exchange and active in the fields of renewable energy, energy efficiency and waste management, and Skyrobotic, in the business development and manufacture of civil and commercial drones in mini and micro classes for the professional market, Numanova, operating in the field of innovative metallurgy and additive manufacturing, and Italeaf RE, a real estate company. Italeaf has a stake also in Vitruviano LAB, a research center active in the R&D sector for special materials, green chemistry, digital transformation and cleantech.
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