Press release pursuant to article 36 of the Issuers’ Regulation – Approval of the Offer Document

Milan, November 20, 2024 – With reference to the public partial cash tender offer (the “Offer”), promoted by CIR S.p.A. (the “Offeror”) pursuant to articles 102 et seq. of the Legislative Decree no. 58 of February 24, 1998, as subsequently amended and integrated (“TUF”), and to article 37 of the Consob Regulation no. 11971 of 1999, as subsequently amended and integrated (the “Issuers’ Regulation”) on maximum amount of 131,147,541 shares of the Offeror, without nominal value and fully paid up, following the press releases concerning the suspension and the re-opening of Consob’s investigation period, issued, pursuant to art. 38, par. 1, of the Issuers’ Regulation respectively on November, 4 and on November 13 2024 it is announced that Consob, by Resolution n.  23321 of November 20, 2024, has approved, pursuant to article 102 paragraph 4 of the TUF and to article 37-bis of the Issuers’ Regulation, the Offer document (the “Offer Document”).

Acceptance period

The acceptance period, agreed with Borsa Italiana S.p.A., pursuant to Article 40, paragraph 2, of the Issuers’ Regulation, will start at 8:30 AM (Italian time) on November, 25 2024, and close at 5:30 PM (Italian time) on December, 13 2024, (first and last days included), unless otherwise extended.

Therefore, December, 13 2024 will be the closing date of the acceptance period of the Offer, unless extensions in compliance with applicable law, and the payment date of the Shares tendered to the Offer will be on the fifth stock market trading day following the closing of the acceptance period, i.e. December, 20 2024 (the “Payment Date”).

Consideration

The Offeror will pay a consideration equal to Euro 0,61 for each share tendered to the Offer. 

The Offer Document will be filed with Consob and will be made available to the public for consultation at the registered office of CIR CIR in Milan, via Ciovassino, n.1 and at the premises of the intermediary appointed to coordinate the collection of acceptances, of the appointed intermediaries and on CIR’s corporate website www.cirgroup.com “Governance/Voluntary partial public tender offer for CIR’s own shares”.

The making available to the public of the Offer Document will be promptly disclosed to the market.

* * *

Pending the publication of the Offer Document, please refer to the notice pursuant to Article 102, paragraph 1, of the TUF, published on October 11, 2024, on CIR’s corporate website (www.cirgroup.com), which contains a detailed description of the essential elements of the Offer.

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Disclosure regarding the buyback of shares

Milan, 14 October 2024 – Following the resolution of the Board of Directors on 29 April 2024 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 29 April 2024, CIR S.p.A. announces that between 7 and 11 October 2024 it bought back, on the Euronext Milan market, n. 491,127 shares at an average unitary price of € 0.5675, for a total amount of € 278,720.71. As of today, CIR S.p.A. is holding a total of 33,055,016 treasury shares, equal to 3.16% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

Shareholders meeting – Amendments to the Bylaws

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Extract from notice of call meeting (Italian version) linkpdf
Notice of call meeting linkpdf
Proxy form to the designated representative linkpdf
Ordinary proxy form linkpdf
Explanatory report on the items on the agenda linkpdf
Communication regarding the total amount of the voting rights linkpdf
Answers to shareholders’ questions (italian version) linkpdf
Summary of voting (italian version) linkpdf
Information regarding the exercise of the withdrawal right linkpdf
Notification of withdrawal form linkpdf
Minutes of the extraordinary general meeting (italian version) linkpdf
Notice of offer in option linkpdf
Subscription form to the offer in option linkpdf

Disclosure regarding the buyback of shares

Milan, 26 August 2024 – Following the resolution of the Board of Directors on 29 April 2024 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 29 April 2024, CIR S.p.A. announces that between 19 and 23 August 2024 it bought back, on the Euronext Milan market, n. 632,349 shares at an average unitary price of € 0.5991, for a total amount of € 378,852.01.

As of today, CIR S.p.A. is holding a total of 28,994,082 treasury shares, equal to 2.77% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

Disclosure regarding the buyback of shares

Milan, 19 August 2024 – Following the resolution of the Board of Directors on 29 April 2024 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 29 April 2024, CIR S.p.A. announces that between 12 and 16 August 2024 it bought back, on the Euronext Milan market, n. 502,672 shares at an average unitary price of € 0.5742, for a total amount of € 288,631.36.

As of today, CIR S.p.A. is holding a total of 28,361,733 treasury shares, equal to 2.71% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

Disclosure regarding the buyback of shares

Milan, 12 August 2024 – Following the resolution of the Board of Directors on 29 April 2024 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 29 April 2024, CIR S.p.A. announces that between 5 and 9 August 2024 it bought back, on the Euronext Milan market, n. 1,355,000 shares at an average unitary price of € 0.5642, for a total amount of € 764,423.50.

As of today, CIR S.p.A. is holding a total of 27,859,061 treasury shares, equal to 2.66% of its share capital. The subsidiaries of CIR do not own any shares in the Company.