The management, with the chairman Marco Giovannini, and the private equity Peninsula secure 33% of Guala Closures with a shareholders’ agreement. Investindustrial is currently holding a purchase offer for the company, which currently holds 25.2% of the shares in terms of voting capital and approximately 30% in terms of ordinary capital (from Consob data). Now it remains to understand what will happen, given that the alliance between the two major shareholders could oppose Investindustrial’s offer.
GCL Holding Sarl and Peninsula Capital II Sarl, shareholders of Guala Closures, signed, on March 22, 2021, a shareholders’ agreement concerning an overall shareholding in the capital of Guala Closures corresponding to 33.092% of the voting rights and 24.083% of the share capital, divided as follows: for n. 6,613,614 ordinary shares corresponding to 9.844% of the Company’s share capital (10.659% of ordinary capital consisting of ordinary shares) and 8.816% of the voting rights exercisable in the ordinary and extraordinary shareholders’ meetings of Guala Closures held by Peninsula; and for n. 4,322,438 Special B Shares and n. 5,244,208 Ordinary Shares corresponding, in total to 14.239% of the share capital of the Company (100% of the B Shares and 8.452% of the ordinary capital composed of Ordinary Shares) and 24.276% of the voting rights exercisable in ordinary and extraordinary shareholders’ meetings of Guala Closures (as the B Shares are multiple voting shares which confer to the holder 3 votes each in the ordinary and extraordinary shareholders’ meetings of the company), owned by GCL Holding. Furthermore, Peninsula holds no. 322,722 warrants of the Issuer called “Market Warrant Guala Closures SpA” while GCL Holding holds 1,000,000 warrants of the Issuer called “Management Warrant Guala Closures.”
Loading…
The two allies argue that «thanks to the skills and vision of the current management, Guala Closures has been able to position itself as absolute Italian excellence worldwide, and GCL and Peninsula firmly believe in its development potential and future prospects. In this sense, with the shareholders’ agreement, the parties intend to coordinate to pursue the most suitable ways of enhancing their respective shareholdings, without prejudice to their respective strategic and financial objectives. The shareholders’ agreement, relevant pursuant to art. 122 of Legislative Decree n. 58/98 (“TUF”) will be communicated within the terms and in accordance with the aforementioned regulation.