Final results of the voluntary partial public tender offer promoted by CIR

Milan, August 5 2021 – With reference to the voluntary partial public tender offer promoted by CIR S.p.A. – Compagnie Industriali Riunite (“CIR” or the “Offeror” or the “Issuer”) pursuant to 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 ordinary shares of the Issuer with no par value (the “Offer”), the Offeror hereby announces the final results of the same.

Capitalized terms not otherwise defined in this press release have the same meaning assigned to them in the tender offer document approved by Consob with resolution no. 21898 of June 15 2021 and published on June 17 2021 (the “Offer Document”).

The Tender Offer was launched on a maximum of 156,862,745 of the Issuer’s Shares listed on the MTA, identified by the identification codes (i) ISIN IT0000070786, (ii) XXITV0000172, (iii) XITV0000180 and (iv) ISIN IT0005241762, amounting to 12.282% of the Issuer’s share capital. The Purchase Price for each Share tendered to the Offer and purchased is equal to Euro 0.51.

Definitive results of the Offer and Allocation Coefficient

On the basis of the definitive results of the Tender Offer, communicated by UniCredit Bank AG, as the Intermediary Appointed to Coordinate the Collection of the Tenders, 205,782,739 Shares were tendered during the Acceptance Period, equal to approximately 131.2% of the Shares Eligible for Tender and approximately 16.1% of the Issuer’s share capital.

During the Acceptance Period the Offeror did not make any purchases, either directly or indirectly, of CIR’s ordinary Shares outside of the Tender Offer.

On the basis of the definitive results of the Offer, the Allocation Coefficient is 76.227% and on application of the said coefficient after rounding up/down, on the Payment Date the Offeror will purchase 156,861,838 Shares, corresponding to 12.282% of the share capital, for a total amount of Euro 79,999,537.38.

Taking into account the 156,861,838 Shares that the Offeror will purchase on completion of the Offer and the 22,675,049 CIR Shares already held by the same as of today (down from the 23,415,324 own Shares held by the Issuer at July 28 2021 after the assignment of Shares to beneficiaries of stock grant plans approved by the Issuer on exercise by the said beneficiaries of units that vested on August 2 2021), on the outcome and as an effect of the Tender Offer CIR will be holding a total of 179,536,887 Shares, equal to approximately 14.057% of the Issuer’s share capital and, therefore, a number of Shares amounting to less than one fifth of the share capital.

The Conditions for the Offer to be Effective have been met and the Offer is thus effective

In accordance with the terms of the Offer Document, the effectiveness of the Offer is not dependent on reaching a minimum number of acceptances.

It should be remembered that on August 1 2021 the Offeror announced that the Conditions for the Offer to be Effective stated in the Offer Document had been fulfilled.

The Offer is therefore effective.

Payment of the Price

On the Payment Date, i.e. August 6 2021, corresponding to the sixth Trading Day after the end of the Acceptance Period, the Offeror will take from each Tenderer a number of Shares resulting from the product of (a) the number of Shares tendered in acceptance of the Offer and (b) the Allocation Coefficient, rounding the result down to the nearest whole number of Shares.

If the Shares tendered under the Offer by a single Shareholder are identified by different ISIN codes, in order to safeguard the positions matured in relation to the possibility of exercising increased voting rights, in the event of an Allocation process the Offeror will take the Shares from each Tenderer according to the following order of priority:

(i)            First, the Shares identified by ISIN code IT0000070786 will be taken;

(ii)           Second, the Shares awaiting registration in CIR’s stable shareholders book, identified by ISIN code XXITV0000172 will be taken;

(iii)         Third, the Shares recorded in CIR’s stable shareholders book awaiting increased voting rights, identified by ISIN code  XXITV0000180 will be taken;

(iv)          Fourth, the Shares with Increased Voting Rights, identified by ISIN code IT0005241762 will be taken.

The shares remaining after the Allocation will be made available to the Tenderers by the close of the first Stock Exchange Trading Day after the publication of this press release.

Payment of the price of the Offer will be made by the Offeror in cash, through the Intermediary Appointed to Coordinate the Collection of the Tenders, to the Appointed Intermediaries who will transfer the funds to the Depositary Intermediaries so that the latter can pay the Tenderers in accordance with the instructions provided by the same Tenderers (or by their agents) when they accepted the offer and following the procedures specified in the same.

The Offeror’s obligation to pay the price due for the Shares tendered under the Offer will be considered as fulfilled at the moment when the relative funds are credited to the Appointed Intermediaries. Therefore, the risk that the Appointed Intermediaries or the Depositary Intermediaries may not transfer the funds to the Tenderers with entitlement or may delay payment of the same will be borne exclusively by the Tenderers.  

The Price is net of stamp duty, registration tax or the Italian tax on financial transactions, where due, and of fees, commissions and costs for which the Offeror will remain liable. However, any income tax, withholding tax or substitute tax, where due, on any capital gain that may be realized, will remain the responsibility of the Tenderers.

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Satisfaction of conditions precedent

Milan, August 1 2021 – With reference to the voluntary partial public tender offer launched by CIR S.p.A. – Compagnie Industriali Riunite (“CIR” or the “Offeror” or the “Issuer”) pursuant to Articles 102 and following of Legislative Decree no. 58 of February 24, 1998, as amended and supplemented (“TUF”), for a maximum number of 156,862,745 shares with no par value (the “Tender Offer”), the Offeror hereby announces the following.

Capitalized terms not otherwise defined in this press release have the same meaning ascribed to them in the tender offer document filed with Consob on May 31, 2021, re-filed on June 10, 2021 and on June 14, 2021 and approved by Consob pursuant to Article 102, paragraph 4, of the TUF by resolution No. 21898 of June 15, 2021 (the “Tender Offer Document”).

The Tender Offer was launched on a maximum number of 156,862,745 Issuer’s Shares, listed on the MTA, identified by the identification codes (i) ISIN IT0000070786, (ii) XXITV0000172, (iii) XITV0000180 and (iv) ISIN IT0005241762, amounting to 12.282% of the Issuer’s share capital.

Pursuant to paragraph A.1 of the Tender Offer Document, it should be noted that the effectiveness of the Tender Offer was subject to (A)the non-occurrence, by the first Trading Day following the end of the Acceptance Period, of (i) extraordinary events or situations at a national and/or international level involving serious changes in the political, financial, economic, currency or market situation not already determined as at the date of publication of the Tender Offer Document and that have a materially detrimental effect on the Tender Offer, on the conditions of the business and/or on the economic and/or financial conditions (ii) acts, facts, circumstances, events or situations not already determined as at the date of publication of the Tender Offer Document and such as to have a materially detrimental effect on the Tender Offer, on the terms and conditions of the business and/or on the equity, economic or financial position of CIR and/or the CIR Group, as resulting from the consolidated financial statements for the year 2020 and/or (B) the non-adoption and/or non-publication, by the first Trading Day after the end of the Acceptance Period, by institutions, bodies or authorities having jurisdiction, of any legislative, administrative (including tender offer obligations under Articles 106 and following of the TUF) or judicial act or measure that would preclude, limit or make more onerous, in whole or in part, even on a transitional basis, the possibility for CIR and/or the CIR Group to carry out the Tender Offer ((A) and (B), jointly, the “Conditions to the Effectiveness of the Tender Offer”). The Offeror may waive, or amend the terms of, at any time and at its sole discretion, in whole or in part, the Conditions to the Effectiveness of the Tender Offer within the limits and according to the procedures set out in article 43 of the Rules for Issuers.

The Offeror announces that the Conditions of Effectiveness of the Tender Offer have been satisfied, since none of the adverse events set out in the Conditions of Effectiveness of the Tender Offer has occurred.

In accordance with the Tender Offer Document, please finally note that the Tender Offer is not conditional upon a minimum number of Shares being tendered.

The final results of the Tender Offer and the Allocation Coefficient will be announced in the press release that will be disclosed by the Offeror by 7:59 a.m. of August 5, 2021, i.e. the Trading Day prior to the Payment Date, pursuant to Article 41, paragraph 6, of the Rules for Issuers, on CIR’s website (www.cirgroup.it in the dedicated area “Governance/Partial voluntary tender offer”) and in accordance with the other procedures provided for under Article 38, paragraph 2, of the Rules for Issuers.

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Provisional results of the voluntary public tender offer: 205.8 million shares tendered, allocation coefficient approx. 76.2%

PROVISIONAL RESULTS OF THE VOLUNTARY PARTIAL PUBLIC TENDER OFFER PROMOTED BY CIR S.P.A. CONCERNING A MAXIMUM OF 156,862,745 ORDINARY SHARES OF CIR S.P.A.

205.8 million shares tendered, allocation coefficient approx. 76.2%

Based on the provisional results available at the end of the Offer Period, the tender offer launched by CIR on 156.9 million own shares gathered tenders for a total of 205.8 million shares. Given that the maximum number of shares subject to the Offer was exceeded, a pro-rata allocation will take place, based on a coefficient that is provisionally calculated at 76.2%.

Given the above provisional results, CIR will hold approximately 14.1% of its own share capital.

Milan, July 29 2021 – With reference to the voluntary partial public S.p.A. – Compagnie Industriali Riunite (“CIR” or the “Offeror” or the “Issuer”) pursuant to Articles 102 and following of Legislative Decree no. 58 of February 24, 1998, as amended and supplemented (“TUF”), for a maximum number of 156,862,745 shares with no par value (the “Tender Offer”), the Offeror hereby announces that today the acceptance the Tender Offer (the “Acceptance Period”) has come to an end.

Capitalized terms not otherwise defined in this press release have the same meaning ascribed to them in the tender offer document filed with Consob on May 31, 2021, re-filed on June 10, 2021 and on June 14, 2021 and approved by Consob pursuant to Article 102, paragraph 4, of the TUF by resolution No. 21898 of June 15, 2021 (the “Tender Offer Document”).

The Tender Offer was launched on a maximum number of 156,862,745 Issuer’s Shares, listed on the MTA, identified by the identification codes (i) ISIN IT0000070786, (ii) XXITV0000172, (iii) XITV0000180 and (iv) ISIN IT0005241762, amounting to 12.282% of the Issuer’s share capital. The Purchase Price for each Share tendered to the Tender Offer and purchased is equal to Euro 0.51.

On the basis of the provisional results of the Tender Offer, communicated by UniCredit Bank AG, as Intermediary in Charge of Coordinating the Collection of Acceptances, no. 205,782,739 Shares were tendered to the Tender Offer during the Acceptance Period, equal to approximately 131.2% of the Shares Subject to the Tender Offer and to approximately 16.1% of the Issuer’s share capital.

Based on the provisional results of the Tender Offer, since the number of Shares tendered to the Tender Offer exceeds the Maximum Number of Shares Subject to the Tender Offer, the Shares tendered to the Tender Offer will be allocated in accordance with the Allocation Mechanism, i.e. on a pro-rata basis, according to which the Offeror will purchase from each Shareholder who tendered his/her Shares to the Tender Offer the same proportion (equal to the Allocation Coefficient) of such Shares.

Given the provisional results of the Tender Offer, the provisional Allocation Coefficient is 76,2%.

Please note that the effectiveness of the Tender Offer is subject to (A)the non-occurrence, by the first Trading Day following the end of the Acceptance Period, of (i) extraordinary events or situations at a national and/or international level involving serious changes in the political, financial, economic, currency or market situation not already determined as at the date of publication of the Tender Offer Document and that have a materially detrimental effect on the Tender Offer, on the conditions of the business and/or on the economic and/or financial conditions (ii) acts, facts, circumstances, events or situations not already determined as at the date of publication of the Tender Offer Document and such as to have a materially detrimental effect on the Tender Offer, on the terms and conditions of the business and/or on the equity, economic or financial position of CIR and/or the CIR Group, as resulting from the consolidated financial statements for the year 2020 and/or (B) the non-adoption and/or non-publication, by the first Trading Day after the end of the Acceptance Period, by institutions, bodies or authorities having jurisdiction, of any legislative, administrative (including tender offer obligations under Articles 106 and following of the TUF) or judicial act or measure that would preclude, limit or make more onerous, in whole or in part, even on a transitional basis, the possibility for CIR and/or the CIR Group to carry out the Tender Offer ((A) and (B), jointly, the “Conditions of Effectiveness of the Tender Offer”).

The Offeror may waive, or modify in terms, at any time and at its sole discretion, in whole or in part, the Conditions of Effectiveness of the Tender Offer within the limits and according to the procedures set out in article 43 of the Rules for Issuers.

The fulfilment or non-fulfilment of the Conditions of Effectiveness of the Tender Offer or any decision to waive them will be announced in the press release that will be disclosed by the Issuer by 7:59 a.m. on August 2, 2021, while the effectiveness, the final results of the Tender Offer and the final Allocation Coefficient will be announced in the press release that will be disclosed by the Offeror by 7:59 a.m. of August 5, 2021, i.e. the Trading Day prior to the Payment Date, pursuant to Article 41, paragraph 6, of the Rules for Issuers, on CIR’s website (www.cirgroup.it in the dedicated area “Governance/Partial voluntary tender offer”) and in accordance with the other procedures provided for under Article 38, paragraph 2, of the Rules for Issuers.

The Purchase Price due to the shareholders holding the Shares tendered to the Tender Offer during the Acceptance Period and purchased, equal to Euro 0.51 per Share, will be paid to the tendering shareholders on August 6, 2021, corresponding to the sixth Trading Day following the end of the Acceptance Period, against the simultaneous transfer of ownership rights of such Shares to the Offeror.

Given that, on the basis of provisional figures relating to the Tender Offer, the Issuer would acquire 156,862,745 Shares, and taking into account the 23,415,324 Shares of CIR held by the Offeror as of today, corresponding to 1.8% of the share capital of CIR, the Offeror will hold the overall number of 180,278,069 Shares, equal to approximately 14.1% of the share capital of the Issuer, as a result of the Tender Offer.

During the Acceptance Period, the Offeror did not make any purchases, either directly or indirectly, of CIR’s Shares outside of the Tender Offer.

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Exercise of 3,293,537 units relating to the stock grant plans of CIR S.p.A. and corresponding assignation of 3,293,537 shares of CIR S.p.A.

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.

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CIR: results for first half 2021

  • Revenues at € 1,007.9 million, up by 23.5% on first half 2020; EBITDA at € 172.3 million (€ 100.1 million in first half 2020).
  • Positive net result of € 21.6 million (€ -30.4 million in first half 2020); reduction of consolidated net debt before IFRS 16 to € 41.4 million (€ 100.0 million at December 31 2020).
  • Net financial position of the parent company positive for € 405.0 million, up from December 31 2020 (€ 391.7 million).

Milan, July 26 2021 – The Board of Directors of CIR S.p.A., which met today under the chairmanship of Rodolfo De Benedetti, has approved the Semi-Annual Financial Report as of June 30 2021 presented by Chief Executive Officer Monica Mondardini.

Consolidated Results

In the first half of 2021 business recovered significantly compared to the first half of 2020, although the levels reported before the spread of the pandemic have not yet been reached.

The Group’s consolidated revenues amounted to € 1,007.9 million, posting a rise of 23.5% on the first half of 2020, during which the effects of the Covid-19 pandemic were particularly significant for all of the group’s businesses. Revenues were in line with those of first half 2019 (+0.4%) but were 8.3% lower on a like-for-like basis.

The consolidated gross operating margin (EBITDA) came to € 172.3 million (€ 100.1 million in the first half of 2020) which represented 17.1% of revenues, compared to 12.3% in 2020.

The net result was a positive € 21.6 million (after a loss of € 30.4 million in the first half of 2020).

Consolidated net debt before IFRS 16 totalled € 41.4 million at June 30 2021, lower than at December 31 2020 (€ 100.0 million) and at June 30 2020 (€ 285.6 million). Financial debt for rights of use, as per IFRS 16, amounted to € 802.3 million and thus total consolidated net deb came to € 843.7 million. IFRS16 liabilities refer mainly to the subsidiary KOS (€ 736.4 million), which operates principally in leased premises.

The net debt of the subsidiaries before IFRS 16 declined to € 446.4 million (€ 491.7 million at December 31 2020 and € 682.8 million at June 30 2020).

The net financial position of the Parent Company (including the subsidiaries devoted to financial management) was a positive € 405.0 million at June 30 2021, higher than at December 31 2020 (€ 391.7 million) and at June 30 2020 (€ 397.2 million).

The Group’s equity stood at € 801.4 million (€ 771.0 million at December 31 2020) and the increase was mainly due to the net income for the period.

KOS

KOS’ business activity was heavily impacted by the consequences of the pandemic. During the first half of 2021, the vaccination campaign cut the number of infections drastically, reducing them to virtually zero in the care homes for the elderly, making it possible for the relatives of the guests to visit again, complying with the health and safety protocols. The climate of enhanced confidence led to new entries and from May onwards to an increase in the total number of presences.

In the first half of 2021, revenues came in at € 325.5 million and were up by 4.9% compared to the same period of 2020.

In the nursing homes in Italy (RSAs) revenues were significantly lower than those reported for the first half of 2020 and the first half of 2019, as the number of guests during the period was considerably lower than that recorded in previous years because of the circumstances caused by the pandemic over the course of the last 18 months, i.e. the freeze or slowdown of new entries.

In the German nursing homes the impact of the pandemic was considerably less in medical terms and thus the reduction in the number of guests was also less pronounced than in Italy; moreover, state aid limited the economic impact of the pandemic. Revenues for the first half were slightly higher than those for the first half of 2020.

In the Italian rehabilitation and acute care facilities, where in first half 2020 there had been a decline in the number of patients because of the slowdown in normal hospital activity, there was a good recovery, albeit to levels below those of 2019. There was also an increase in laboratory and testing services and, more specifically, KOS has been strongly committed to carrying out screening activities for controlling the spread of the pandemic. Revenues were higher than those of the same period of 2020 and 2019, thanks partly to the contribution of the new facilities acquired in 2020.

EBIT came in at € 20.9 million versus € 13.7 million in 2020. The result for 2021 has benefited from non-recurring income (approximately € 12 million) in the form of capital gains realized on the sale of certain real-estate properties. Operating profitability remains depressed because of the consequences of the pandemic, particularly the decline in the number of guests in the RSAs, the different mix of services provided in the rehabilitation units and the higher costs for personnel and protective measures. During the first half of the year KOS, in conjunction with the Regional Health Services, devoted six facilities to care for Covid-19 patients, suspending the provision of its core services and incurring the cost of adapting and converting personnel and premises.

KOS posted a net result for the period of breakeven (€ 0.4 million), versus a loss of € 2.1 million in the first half of 2020.

Free cash flow was positive for € 15.3 million, with a cash inflow of € 33.2 million from the sale of properties, and investments made in the development of new facilities of approximately € 9.0 million.

Net debt, excluding the payables resulting from application of IFRS 16, stood at € 185.5 million at June 30 2021, down from € 200.7 million at December 31 2020 and € 356.2 million at June 30 2020, before the sale of Medipass. Total debt including the payables as per IFRS 16 amounted to € 921.8 million.

Sogefi

In the first half of 2021 world car production posted growth of 29.2% (+15.5% in the first quarter and +48.6% in the second quarter) compared to the first half of 2020, during which, as is well known, there was an unprecedented fall in production caused by Covid-19. However, this growth has made it possible to recover the decline of 2020 only in part and production volumes are still lower than those prior to the spread of the pandemic (-12.6% compared to first half 2019).

Sogefi has reported revenues 34.9% higher than those of the first half of 2020; compared to the first half of 2019, revenues came in at -9%, compared to the -12.6% of car production worldwide.

The recovery of business activity and the action put in place to counter the impact of the crisis made it possible to close the first half with EBIT of € 48.9 million (€ -12.0 million in the same period of 2020), net income of € 21.4 million (versus a loss of € 28.8 million in first half 2020), positive free cash flow of € 33.1 million (a negative € 64.0 million in the first half of 2020) and net debt before IFRS 16 of € 261.4 million, lower than at December and June 2020 (€ 291.3 million and € 327.0 million, respectively).

During the first half of the year commercial activity was positive: the Air and Cooling Division obtained important contracts in Europe, NAFTA and China for the supply of Thermal Management products for electric mobility and Filtration was awarded a significant number of contracts for the supply of Air Purification Filters and Transmission Filters, thus contributing to the diversification of platforms from combustion engines.

Negotiations are in progress for the sale of the Argentinian branch of Filtration. The sale is expected to generate a capital loss of € 2.8 million, which is already incorporated in the accounts at June 30 2021 in accordance with IFRS 5, and completion of the sale would have a further negative effect on the income statement of approximately € 21.0 million, of a purely accounting nature, because of the reclassification of the subsidiary’s exchange rate translation differences from shareholders’ equity to the result for the period, without any consequences for Sogefi’s equity.

Financial Management

Regarding the management of financial assets by the Holding Company, while in the first half of 2020 the markets suffered the effects of the Covid-19 pandemic, in the first half of 2021 the recovery already observed in the second half of the previous year continued for all assets classes; total net financial income of € 12.4 million was reported, with a return for the period of 2.6%. More specifically, the overall yield on highly liquid assets (shares, bonds, hedge funds) rose to 2.5%, while the remaining part of the portfolio (private equity, non-performing loans and minority shareholdings) had a return of 2.9%.

Lastly, in May 2021 the Board of Directors of CIR S.p.A. approved a resolution to launch a voluntary partial public tender offer (hereinafter the “PTO”), as per the terms of Articles 102 and following articles of the TUF, for a maximum of 156,862,745 shares of the same CIR S.p.A., equal to 12.282% of its share capital, at a price of € 0.51 per share, corresponding to a total amount of € 80.0 million. The subscription period of the PTO will end on July 29 2021, the preliminary results will be announced on the following day and payment will made to subscribers on August 6 2021.

Outlook for the year

Given the continuing uncertainty regarding the evolution of the pandemic, there is limited visibility as to the performance of the Group’s business activity over the coming months.

As far as KOS is concerned, provided there are no further waves of infection and limits on the acceptance of new guests (such as the need to isolate in the facility) or on the management of the facilities (such as stopping visits by relatives), activity is expected to increase gradually, confirming the trend already seen in May and June; as things stand at present, it is expected that there will not be a return to the levels of activity prior to the pandemic until at least next year.

As for the automotive market, IHS expects world production to show a limited decline (-3.4%) in the second half of the year compared to 2020 and, given the trend of the first half, it is forecasting growth for the full year of 10%, with a decline of -7.8% on 2019. Moreover, in the second part of 2021 tensions in the commodity markets (steel, plastic and paper) are expected to continue.

In this scenario, Sogefi confirms the view expressed in the publication of its results for first quarter 2021, i.e. for the full year it expects to achieve an operating result at least equal to that reported for 2019 and to return to profit, provided there are no extraordinary circumstances or events that are not at present foreseeable, and before the accounting effects of disposals.

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Tender Offer Document published

  • Purchase price per share: Euro 0.51.
  • Acceptance period: from 8:30 a.m. on June 21, 2021 to 5:30 p.m. on July 29, 2021, inclusive.
  • Payment date of the purchase price: August 6, 2021.
  • Approval by the Board of half-year financial results anticipated to July 26, 2021.

Milan, June 17 2021 – With reference to the voluntary partial public tender offer launched by CIR S.p.A. – Compagnie Industriali Riunite (“CIR” or the “Offeror” or the “Issuer”) pursuant to Articles 102 and following of Legislative Decree no. 58 of February 24, 1998, as amended and supplemented (“TUF”), for a maximum number of 156,862,745 shares with no par value, referred to in the press release issued on May 10, 2021 by CIR in its capacity as offeror (the “Tender Offer”), notice is hereby given that Consob, by resolution no. 21898 of June 15, 2021, approved the tender offer document relating to the Tender Offer filed with Consob on May 31, 2021 and re-filed on June 10, 2021 and on June 14, 2021 (the “Tender Offer Document”) pursuant to Article 102, fourth paragraph, of the TUF.

Please also note that the Tender Offer Document, containing a detailed description of the terms and conditions of the Tender Offer as well as – among other things – the procedures for accepting the Tender Offer, is published today and made available to the public, together with the acceptance form, for consultation (i) at the registered office of CIR at Via Ciovassino 1, 20121 Milan; (ii) at the registered office of UniCredit Bank AG, Milan Branch (in its capacity as intermediary appointed to coordinate the collection of acceptances) at Piazza Gae Aulenti 4, Tower C, 20154 Milan; (iii) on the website of CIR (www.cirgroup.it in the dedicated area “Governance/Voluntary partial public tender offer”) and (iv) at the registered offices of BNP Paribas Securities Services – Succursale di Milano, EQUITA SIM S.p.A. Intermonte SIM S.p.A., SGSS S.p.A. (as appointed intermediaries).

Please also be aware that, in view of the fact that the Tender Offer is promoted by CIR and that therefore there is coincidence between the Offeror and the Issuer, the Tender Offer Document does not include a statement of the Issuer pursuant to Article 103, paragraph 3, of the TUF and Article 39 of the Rules for Issuers.

The main elements of the Tender Offer, as more extensively described in the Tender Offer Document, are set out below.

Shares subject to the Tender Offer. The maximum number of 156,862,745 CIR shares, with no par value, listed on the Italian Stock Exchange (Mercato Telematico Azionario), equal to 12.282% of the share capital of CIR. All the shares (identification codes: (i) ISIN IT0000070786, (ii) XXITV0000172, (iii) XXITV0000180 and (iv) ISIN IT0005241762), with the exclusion of the 26,708,861 treasury shares held by CIR as of the date of the Tender Offer Document, equal to 2.091% of the share capital of CIR. Please be aware that the maximum number of shares subject to the Tender Offer could be reduced, as a consequence of the direct and/or indirect purchase by the Offeror, of shares outside of the Tender Offer in accordance with the terms of Articles 41, paragraph 2, and 42, paragraph 2, of the Rules for Issuers.

Purchase price. The purchase price, equal to Euro 0.51 per share, will be paid to the tendering shareholders on the sixth trading day following the end of the acceptance period, i.e. on August 6, 2021 (unless extended), against the simultaneous transfer of full ownership of the tendered shares. Should all the no. 156,862,745 be tendered in the Tender Offer, the overall disbursement will be equal to Euro 80 million.

Conditions for the effectiveness of the Tender Offer. The effectiveness of the Tender Offer is subject to (A) the non-occurrence, by the first trading day following the end of the acceptance period, of (i) extraordinary events or situations at a national and/or international level involving serious changes in the political, financial, economic, currency or market situation not already determined as at the date of publication of the Tender Offer Document and that have a materially detrimental effect on the Tender Offer, on the conditions of the business and/or on the economic and/or financial conditions (ii) acts, facts, circumstances, events or situations not already determined as at the date of publication of the Tender Offer Document and such as to have a materially detrimental effect on the Tender Offer, on the terms and conditions of the business and/or on the equity, economic or financial position of CIR and/or the CIR Group, as resulting from the consolidated financial statements for the year 2020 and/or (B) the non-adoption and/or non-publication, by the first trading day after the end of the acceptance period, by institutions, bodies or authorities having jurisdiction, of any legislative, administrative (including tender offer obligations under Articles 106 and following of the TUF) or judicial act or measure that would preclude, limit or make more onerous, in whole or in part, even on a transitional basis, the possibility for CIR and/or the CIR Group to carry out the Tender Offer. The Offeror may waive, or modify in terms, at any time and at its sole discretion, all or part of the conditions for the effectiveness of the Tender Offer within the limits and according to the procedures set out in Article 43 of the Rules for Issuers. The Tender Offer is not conditional on reaching a minimum number of acceptances.

Acceptance period. Pursuant to article 40, second paragraph, of the Rules for Issuers, the acceptance period for the Tender Offer, agreed with Borsa Italiana S.p.A., will start at 8:30 a.m. on June 21, 2021 and will end at 5:30 p.m. on July 29, 2021, inclusive, unless extended. July 29, 2021 will therefore be the last day to accept the Tender Offer, unless extended. Furthermore, CIR decided to anticipate the approval and publication of half year 2021 consolidated financial results to July 26, 2021 (initially scheduled on July 30, 2021), to provide shareholders with such information before the end of the acceptance period (a separate press release has been issued today for the modification of the CIR corporate events calendar).

Allotment. In the event that the total number of shares tendered to the Tender Offer exceeds the maximum number of shares subject to the Tender Offer, the shares will be allotted according to the “pro-rata” method, on the basis of which the Offeror will acquire from all shareholders the same proportion of shares tendered to the Tender Offer. If the shares tendered to the Tender Offer by a single shareholder are identified by different identification codes, in order to protect the positions accrued in relation to the possibility to exercise the multiple voting rights, the shares will be allotted to the Offeror from each tendering shareholder in the following order of priority (i) in the first place, the shares identified by ISIN code IT0000070786 will be allotted to the Offeror; (ii) secondly, the shares awaiting registration in the permanent shareholders’ register of CIR, identified by code XXITV0000172, will be allotted to the Offeror; (iii) thirdly, the shares entered in the stable shareholders’ register of CIR and awaiting the vesting of the multiple vote, identified by the code XXITV0000180, will be allotted to the Offeror; (iv) fourthly, the shares with multiple vote, identified by the ISIN code IT0005241762, will be allotted to the Offeror. It is understood that, should the shares be returned to the tendering shareholders in the event of allotment, such shareholder shall be entitled to be given back shares with the same rights and/or faculties that they would have had if they had not tendered the shares.

Disclaimer. The Tender Offer is being made exclusively on the Italian stock exchange, the only market on which CIR’s shares are listed, and is addressed, indiscriminately and under the same conditions, to all the shareholders of the Issuer with the exception of the Issuer itself. The Tender Offer has not been and will not be promoted or disseminated in the United States of America, Canada, Japan and Australia, as well as in any other country in which such dissemination is not permitted without authorisation from the competent authorities or is in breach of local rules or regulations (the “Other Countries”), nor by using instruments of communication or international commerce (including, by way of example, the postal network, fax, telex, e-mail, telephone and internet) of the United States of America, Canada, Japan, Australia or of the Other Countries, nor through any structure or structure of the Tender Offer, including, without limitation, by post, facsimile, telex, electronic mail, telephone and internet) of the United States of America, Canada, Japan, Australia or the Other Countries, or through any facility of any financial intermediary of the United States of America, Canada, Japan, Australia or the Other Countries, or in any other manner. Copies of this press release, the Tender Offer Document, or portions thereof, as well as copies of any subsequent documents that the Offeror will issue in connection with the Tender Offer, are not and shall not be sent, nor in any way transmitted, or in any way distributed, directly or indirectly, in the United States of America, in Canada, in Japan, in Australia or in the Other Countries. Any person receiving the above documents shall not distribute, send or ship them in any way in the United States of America, Canada, Japan, Australia or the Other Countries. The Tender Offer Document does not constitute and shall not be construed as a tender offer addressed to persons residing in the United States of America, Canada, Japan, Australia or in the Other Countries. Subscription to the Tender Offer by persons residing in countries other than Italy may be subject to specific obligations or restrictions provided for by laws or regulations. It is the sole responsibility of the addressees of the Tender Offer to comply with such rules and, therefore, before accepting the Tender Offer, to verify their existence and applicability by contacting their consultants. Subscriptions to the Tender Offer in breach of the above limitations will not be accepted.

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Tender Offer Document approved by CONSOB

Milan, June 16 2021 – CIR S.p.A. – Compagnie Industriali Riunite (“CIR” or  the “Offeror”) informs that Consob, with resolution no. 21898 of June 15 2021, pursuant to Article 102, paragraph 4, of Legislative Decree no. 58 of February 24, 1998, as amended and supplemented (“TUF”), approved the tender offer document (the “Tender Offer Document”) for the voluntary partial public tender offer (the “Tender Offer”) launched by CIR on a maximum number of 156,862,745 shares of CIR (the “Shares”). Pursuant to Article 40, paragraph 2, of the Rules for Issuers, the period of acceptance, agreed with Borsa Italiana S.p.A., will begin on June 21, 2021 at 8:30 am and will end on July 29, 2021 at 5:30 pm, inclusive (unless extended). The payment date of the purchase price, equal to Euro 0.51 per Share tendered to the Offer, will fall on August 6, 2021. The publication and the dissemination of the Tender Offer Document will be the subject of a subsequent press release pursuant to Article 38, paragraph 2, of the Rules for Issuers.

Disclaimer. The Tender Offer is being made exclusively on the Italian stock exchange, the only market on which CIR’s shares are listed, and is addressed, indiscriminately and under the same conditions, to all the shareholders of the Issuer with the exception of the Issuer itself. The Tender Offer has not been and will not be promoted or disseminated in the United States of America, Canada, Japan and Australia, as well as in any other country in which such dissemination is not permitted without authorisation from the competent authorities or is in breach of local rules or regulations (the “Other Countries”), nor by using instruments of communication or international commerce (including, by way of example, the postal network, fax, telex, e-mail, telephone and internet) of the United States of America, Canada, Japan, Australia or of the Other Countries, nor through any structure or structure of the Tender Offer, including, without limitation, by post, facsimile, telex, electronic mail, telephone and internet) of the United States of America, Canada, Japan, Australia or the Other Countries, or through any facility of any financial intermediary of the United States of America, Canada, Japan, Australia or the Other Countries, or in any other manner. Copies of this press release, the Tender Offer Document, or portions thereof, as well as copies of any subsequent documents that the Offeror will issue in connection with the Tender Offer, are not and shall not be sent, nor in any way transmitted, or in any way distributed, directly or indirectly, in the United States of America, in Canada, in Japan, in Australia or in the Other Countries. Any person receiving the above documents shall not distribute, send or ship them in any way in the United States of America, Canada, Japan, Australia or the Other Countries. The Tender Offer Document does not constitute and shall not be construed as a tender offer addressed to persons residing in the United States of America, Canada, Japan, Australia or in the Other Countries. Subscription to the Tender Offer by persons residing in countries other than Italy may be subject to specific obligations or restrictions provided for by laws or regulations. It is the sole responsibility of the addressees of the Tender Offer to comply with such rules and, therefore, before accepting the Tender Offer, to verify their existence and applicability by contacting their consultants. Subscriptions to the Tender Offer in breach of the above limitations will not be accepted.

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Tender Offer Document has been filed with CONSOB

Milan, May 31 2021 – With reference to the voluntary partial public tender offer launched by CIR S.p.A. – Compagnie Industriali Riunite (“CIR” or the “Company”), as per the terms of Articles 102 onwards of Legislative Decree no. 58 of February 24 1998 as subsequently amended and supplemented (“TUF”), to buy back a maximum of 156,862,745 CIR shares without indication of a nominal value, fully freed up (the “Shares”), listed on the Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A., all as stated in the press release issued on May 10 2021 by the Company as the Offeror, it is hereby announced that today CIR has filed with CONSOB the documentation relating to the offer in accordance with Article 102, paragraph 3, of the TUF and with Article 37-ter of the Rules for Issuers.

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