LUXEMBOURG – The Board of Directors of IVS Group S.A. (the “Company” or the “Group”), the Italian leader and European second largest player in the management of vending machines, in the exercise of the powers of attorney conferred by the Extraordinary Shareholders’ Meeting of December 13, 2017 has resolved:
- to approve a rights offering addressed to the Company’s existing shareholders consisting of (i) an offer of preferential subscription rights (the “Preferential Subscription Rights”) to be assigned to the existing Shareholders of the Company for the subscription of new shares of the Company (the “New Shares”) (the “Rights Offering”) and (ii) in the event that the Preferential Subscription Rights are exercised only partially during the Rights Offering, those rights (the “Rights”) will be offered on the market Euronext Milan from June 1, 2022 to June 3, 2022 (the “Rights Auction” and, together with the Offer of Rights, the “Offering”);
- to approve a paid share capital increase, within the limits of the authorized capital, up to a maximum amount of Euro 185,720,415.36 (including share premium), by issuing a maximum number of 52,168,656 New Shares, with regular enjoyment and having the same features as the Ordinary Shares of the Company outstanding on the date of issue, to be offered as Preferential Subscription Rights to those entitled to an issuance price per New Share of Euro 3.56 (the “Issuance Price”), in the ratio of 24 New Shares for every 17 Option Rights exercised (the “Assignment Ratio”).
The net proceeds of the Offering will be used by the Company to fund the the business combination between the IVS Group, Liomatic Group and GeSA Group (the “Business Combination”), as announced to the market on October 22, 2021 and January 5 2022, respectively, aimed at creating a single group, that will strengthen the leadership of the each party in the regions of original presence and at national level, in the automatic distribution business (vending).
The Issuance Price of the New Shares incorporates a 25.5% discount compared to the reference price of the shares of IVS Group S.A. at the close of the Euronext Milan on May 4, 2022 and 12.8% compared to the theoretical “ex rights” price (“TERP”) Preferential Subscription Rights will be assigned to those who hold the company’s shares at the close of the Euronext Milan on May 10, 2022 (the “Record Date”). Option Rights (ISIN code: LU2465114200) may be exercised from May 9, 2022 to May 26, 2022 (the “Subscription Period”).
The Preferential Subscription Rights will be tradable on the Euronext Milan from May 9, 2022 to May 20, 2022 inclusive (at the close of the Euronext Milan ) (the “Trading Period”).
As anticipated, in the event that not all Preferential Subscription Rights are exercised during the Subscription Period, the unexercised Preferential Subscription Rights (the “Rights”) (ISIN CODE: LU2465114382) will be offered by the Company on Euronext Milan from June 1, 2022 to June 3, 2022 (endpoint included) (“Auction Rights”), under the same conditions as for the Rights Offering.
IVS Partecipazioni S.p.A. (“IVS Partecipazioni”) – controlling shareholder of the Company currently holding 59.22% of the share capital, has undertaken to proportionally subscribe any New Share during the Subscription Period under the conditions as established by the Board of Directors.
The Prospectus relating to the Offering will be approved by the competent Luxembourg authority, the Commission de Surveillance du Secteur Financier (“CSSF”). The conditions and timing of the Offering described above are subject to approval of the Prospectus by the CSSF. The approval of the Prospectus by the CSSF does not imply any assessment of the economic or financial merit of the Rights Issue Offer, nor of the quality and solvency of the Company.
After obtaining the approval of the Prospectus by the CSSF, the Prospectus will be passported in Italy for the purpose of the public offering, in accordance with the applicable EU regulations.
From today this press release is available in the Investor Relations section of the IVS Group website, disseminated through the SDIR e-market circuit, filed with the CSSF and archived through the STORAGE e-market circuit.
