(PRESS RELEASE) PADUA — The Extraordinary Shareholders’ Meeting of Safilo Group S.p.A. (“Safilo”), convened, resolved to increase the share capital, for consideration and divisibly, up to a maximum amount of Euro 135 million, including any share premium, through the issue of new ordinary shares without any indication of par value, having regular enjoyment, to be offered in option to the Company’s shareholders pursuant to Article 2441, subsections 1, 2 and 3 of the Italian Civil Code, in proportion to the number of shares held, at a unit price calculated taking into account, inter alia, market conditions in general and the trend of the Company’s share price and volumes, expressed on the stock exchange, as well as the Company’s economic, financial and capital performance and market practice for similar transactions. Without prejudice to the above criteria, the issue price will be calculated by applying, in accordance with market practices for similar transactions, a discount to the so-called Theoretical Ex- Right Price (TERP) of existing shares, calculated using current methodology.
The Extraordinary Shareholders’ Meeting has also granted the Board of Directors with the broadest powers to define the timeframe for the execution of the Share Capital Increase resolution, in compliance with the deadline set by the Shareholders’ Meeting, i.e. 30 April 2022, as well as to determine, in the run-up to launch of the offer:(i) the final amount of the Share Capital Increase, within the limits of the maximum amount of Euro 135 million; (ii) the issue price of the newly-issued shares and, therefore, the portion of issue price to be in case allocated to the share premium reserve; (iii) the maximum number of newly-issued shares and the ratio of assignment in option.
Subject to corporate and regulatory approvals, the Company intends to complete the transaction as soon as possible, during the second half of 2021.