Milan, July 28 2021 – With reference to the partial voluntary public tender offer launched by CIR S.p.A. – Compagnie Industriali Riunite (“CIR” or the “Offeror” or the “Issuer”) as per the terms of Article 102 and following articles of Legislative Decree no. 58 of February 24 1998 as subsequently amended and supplemented (the “TUF”), for a maximum of 156,862,745 shares without a nominal value (the “Offer”), as per the offer document filed with Consob on May 31 2021, filed again on June 10 2021 and on June 14 2021 and approved by Consob in accordance with the terms of Article 102, fourth paragraph, of the TUF with resolution no. 21898 of June 15 2021 (the “Offer Document”), it is hereby announced that on July 26 2021 the Chief Executive Officer of the Issuer, Ms Monica Mondardini, and Mr Michele Cavigioli, Executive of the Issuer (together, the “Beneficiaries”), exercised a total of 3,293,537 of the units assigned to them and vested, under certain stock grant plans approved by the Issuer. Of these, 3,244,657 unitswere exercised by the Chief Executive Officer under the Issuer’s stock grant plan for the year 2015.
On exercise of the said units, which took place on July 26 2021, the Beneficiaries were assigned a total of 3,293,537 own shares previously held in the portfolio of the Issuer. It should also be noted that today the above Beneficiaries tendered all of the 3,293,537 shares from the exercise of the units in acceptance of the Offer, each in accordance with his or her entitlement.
The exercise of the said units involves, inter alia: (i) a change in the number of own shares held by the Issuer compared to the number indicated in the Offer Document, which decreases from 26,708,861 to 23,415,324, (ii) a corresponding increase in the number of the Issuer’s shares in circulation from 1,250,498,453 to 1,253,791,990 and (iii) a change in the data indicated in the Offer Document in relation to the “Percentage of the Voting Capital” and the “Percentage relevant for a Mandatory OPA (tender offer)” as defined therein.
It should also be noted that the increase in the total number of shares that can be tendered in acceptance of the Offer means a change in the minimum allocation coefficient compared to that stated in the Offer Document. In particular, if all of the CIR shares were tendered, except for the 392,851,536 shares held as of today by F.lli De Benedetti S.p.A. (which has informed the Issuer of its intention not to accept the Offer) and the 23,415,324 own shares held as of today by CIR, the minimum allocation coefficient would be 18.22% (instead of the 18.29% stated in the Offer Document).
For further information regarding the exercise of the units and the corresponding assignation of the Issuer’s shares to the Beneficiaries, see the internal dealing disclosures published on the Company’s website on July 27 2021.