The Board of Directors of Safilo, an eyewear group, “approved the terms, the final conditions and the calendar of the paid capital increase, for a maximum total amount of Euro 135 million, approved by the Extraordinary Shareholders’ Meeting on 30 July 2021 “. This is what we read in the press release issued yesterday evening by the company.
“In particular – reads the note – the capital increase will take place through the issue of a maximum of 137,851,923 ordinary shares with no indication of the nominal value and with regular entitlement, to be offered as an option to shareholders, in the ratio of no . 1 new share for every 2 ordinary shares held, at an issue price of € 0.979 per new share, for a total value of € 134,957,032.62, of which € 34,876,536.52 as capital share capital and Euro 100,080,496.10 as a premium “.
“The Offer Price of the New Shares was determined by the Board of Directors on the basis of what
approved by the Extraordinary Shareholders’ Meeting of 30 July 2021, applying a discount of 23.7% on the theoretical price pursuant to law
(so-called Theoretical Ex Right Price – TERP) of Safilo ordinary shares calculated according to current methods on the basis of the stock market reference price of 4 October 2021, the latter equal to Euro 1.434 “.
The note also states that “the option rights, valid for the subscription of the New Shares, can be exercised, under penalty of forfeiture, from 11 October 2021 to 28 October 2021, inclusive (the ‘Option Period’), and they can also be traded on the Mercato Telematico Azionario organized and managed by Borsa Italiana SpA (the ‘MTA’) from 11 October 2021 to 22 October 2021, inclusive “.
Safilo “also reminds that the shareholder Multibrands Italy BV (‘Multibrands’), a company controlled by HAL Holding NV
(‘HAL’), has undertaken to subscribe its share of the Capital Increase (equal to approximately 49.84%
of the share capital of Safilo), for an equivalent value of approximately Euro 67.3 million (the ‘Commitment on the Due Shares’),
as well as – subject to agreement on the issue price of the shares established by the Board of Directors
as part of the Capital Increase – to fully subscribe any New Shares that may not remain
subscribed as a result of the Offer on the Stock Exchange (the ‘Commitment on the Inopted Shares’). In this regard, it should be noted that Multibrands
agreed with the Offer Price determined by Safilo’s Board of Directors and, therefore, the Commitment
on Inopted Actions has become effective “.
“It is also specified that (i) BDL Capital Management, as manager of the BDL Rempart, BDL Convictions,
BDL Navarre and RCO LUX BDL European Equity Alpha, has undertaken an irrevocable and unconditional commitment to subscribe the share of the aforementioned funds of the Capital Increase (equal to approximately 14.99% of the share capital
Safilo), for a value of approximately Euro 20.2 million; and (ii) Eng. Angelo Trocchia, Dr. Katia Buja and Dr. Gerd Graehsler, respectively, Chief Executive Officer, Non-Executive Director and Group Chief Financial Officer, have undertaken distinct irrevocable and unconditional commitments to underwrite the respective share of the Capital Increase ( equal to approximately 0.096% of Safilo’s share capital), for a total value of approximately Euro 130 thousand. Finally, it should be noted that the Capital Increase is not assisted by underwriting and / or placement consortia “.