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Amplifon seizes the opportunities offered by the Capital Bill and strengthens the increased vote, with the aim of further facilitating the growth of the Group in a non-organic way. The choice was made official by the Board of Directors, which in the last meeting “approved” following the approval and publication in the Official Journal of the so-called Capital Bill”, a proposal to amend the company statute “in order to allow the strengthening of the increased voting system in line with the new legal provisions”. The meeting of the extraordinary shareholders’ meeting, called to discuss this choice and also other changes to the statute, as well as a delegation to the capital increase, is set for April 30th.
«From a strategic point of view, with the introduction of an increased voting mechanism, enhanced compared to the one already adopted – we read in a company note – Amplifon intends to encourage a capital structure capable of supporting its path of further growth long-term at a global level, in a highly competitive market characterized by technology and innovation”. The company specifies that it will not transfer the registered, fiscal and listing headquarters outside the borders of Italy, but underlines that by strengthening the increased voting power «it could pursue any further relevant growth opportunities also for external lines such as, for example, acquisitions or strategic alliances , if necessary, to be achieved through the issue of new shares or share exchanges with third parties, as well as more effectively promoting a solid shareholder base with a long-term investment horizon”.
The amendment provides in detail that the shareholders of the company who on the effective date of the statutory amendment relating to the enhancement of the increased voting rights have already accrued two votes per share (the so-called double vote) are entitled to accrue the third vote after a further year from that date. date and subsequent years from year to year up to a maximum of 10 votes per share after eight years from that date, on the assumption that during the vesting period of the additional voting rights referred to in the statutory amendment the relevant requirements have been maintained by the shareholder.
The right of withdrawal is provided for those opposed to the changes: the liquidation price to be paid to shareholders who exercise the right of withdrawal has been set at 29.555 euros for each Amplifon share. “The price . specifies the company – it was calculated by referring to the arithmetic average of the closing prices of Amplifon shares in the six months preceding the publication of the notice convening the Extraordinary Meeting”.
In addition to the proposal to strengthen the increased voting system currently in force (amendment of article 13 of the statute), the board of directors will propose other changes to the assembly. In particular, the possibility of holding meetings through exclusive participation through the so-called designated representative is envisaged (amendment to Article 10 of the Statute). Other changes concern articles 2, 7, 9, 15, 17, 18, 21, 23, 24 and 26 of the Statute. Finally, it is proposed to grant the Board of Directors the power to increase the share capital up to a maximum of approximately 20 percent.