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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Voluntary public tender offer launched by CIR S.p.A. to buy back part of the shares of CIR S.p.A.

DISCLOSURE AS PER THE TERMS OF ARTICLES 102 OF LEGISLATIVE DECREE NO. 58 OF FEBRUARY 24 1998 AS SUBSEQUENTLY AMENDED (THE “TUF”), ARTICLE 37 OF THE RULES ADOPTED BY CONSOB WITH RESOLUTION NO. 11971 OF MAY 14 1999 AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED (THE “RULES FOR ISSUERS”) AND ARTICLE 17 OF EU REGULATION NO. 596 OF APRIL 16 2014 (“MAR”).

VOLUNTARY PUBLIC TENDER OFFER LAUNCHED BY CIR S.P.A. TO BUY BACK PART OF THE SHARES OF CIR S.PA.

Milan, May 10 2021. As per the terms and effects of Article 102, paragraph 1, of the TUF and of Article 37 of the Rules for Issuers, CIR S.p.A. (the “Offeror” or the “Issuer” or “CIR” or the “Company”) announces its decision, approved today unanimously by the Board of Directors, to launch a voluntary public tender offer to buy, in accordance with the terms of Articles 102 and following articles of the TUF, a maximum of 156,862,745 shares of CIR S.p.A., shares without an indication of nominal value, fully freed up (the “Shares”), listed on the Mercato Telematico Azionario (“MTA”) organized and managed by Borsa Italiana S.p.A. (“Borsa Italiana”), equal to 12.282% of the share capital of CIR (the “Offer”).

The Offer is aimed without distinction at all holders of CIR shares and does not apply to the 26,708,861 own shares currently held by the Issuer, corresponding to 2.091% of its share capital, which are therefore excluded from the Offer.

The Offer is not subject to reaching a minimum number of subscriptions.

The Shares bought back by CIR under this Offer will not be subject to cancellation.

If the Offer is accepted for a number of shares in excess of the maximum number of Shares contained in the same Offer, the shares will be allocated proportionally so that CIR will buy the same percentage of the Shares being offered from each Shareholder taking part in the Offer as that of their original holding.

Pursuant to the terms of Article 102, paragraph 3, of the TUF, the Offeror will, within twenty days of this disclosure, send Consob the offer document (the “Offer Document”) for publication, and reference should be made to this document for further details of the Offer.

Below are the essential elements of the Offer and the purposes that it aims to achieve.

OFFEROR – ISSUER AND CONTROLLING ENTITY

OFFEROR – ISSUER

As the Offer is being launched by CIR, the issuer of the shares included in the Offer, the Offeror and the Issuer are the same entity.

CIR is a società per azioni (a public limited company) according to Italian law, with its registered office in Milan, Via Ciovassino 1, tax code, IVA number and registration number on the Milan Monza Brianza and Lodi Register of Companies: 01792930016, registered with the Milan R.E.A. as no. 1950090, a company active, even through its subsidiaries, in the sector of acquiring and managing controlling equity interests and financial assets.

The duration of the Company was established as until December 31 2050.

As of the date of this press release, the share capital of the Issuer stands at Euro 638,603,657, fully subscribed and paid up, and consists of 1,277,207,314 ordinary shares without indication of a nominal value.

CIR’s Company Bylaws provide for increased voting rights as per the terms of Art. 127-quinquies of the TUF; more specifically, Art. 8, as amended by the Extraordinary General Meeting held on April 29 2019, establishes that each share gives the right to two votes when all of the following conditions are met with: a) the same person or entity has had the voting entitlement on the strength of a real right giving such entitlement (full ownership with voting right, bare ownership with voting right or usufruct with voting right) for a continuous period of not less than 48 months; b) the presence of the condition as per a) above is attested by the continuous registration, for a period of no less than 48 months, in the list contained in the Stable Shareholders Book, specially set up for this purpose, which is held and updated by the Company.

The chart below shows the composition of the capital and voting rights published on May 4 2021, without prejudice to any updates in the supplementary document.

CIR’s ordinary shares are listed for trading on the MTA platform.

As of today, the Issuer has not issued any other categories of shares or bonds convertible into shares.

The chart below gives the figures relating to the main Shareholders of CIR (with interests equal to or above 5% of the share capital) based on the Shareholders Book and other information available to the Issuer as of the date of this disclosure.

No other parties are acting in conjunction with the Offeror in relation to the Offer and it should be noted that Rodolfo De Benedetti, Chairman of the Board of Directors of the Company and Chairman of the Board of Directors of its parent company F.LLI DE BENEDETTI S.p.A., directly and indirectly owns 16,497,569 shares and 16,497,569 voting rights of the Company (1.292% of the share capital, 0.974% of the voting capital and 0.963% of the voting rights as per Art. 44 bis , paragraph 4, letter b) of the Rules for Issuers, hereinafter, for the sake of brevity, “Percentage for the purposes of mandatory OPA”).

CONTROLLING ENTITY

As of the date of this disclosure, control of CIR as per the terms of Article 93 of the TUF is exercised by FRATELLI DE BENEDETTI S.p.A. («FDB»), with registered office in Turin, Via Valeggio. 41, a share capital of Euro 170,820,000 fully paid up, tax code and registration number on the Turin Register of Companies 05936550010.

The controlling shareholder as above owns 30.759% of the share capital and 45.256% of the voting capital (44.736% in terms of percentage for the purposes of mandatory OPA).

The controlling Shareholder has notified the Issuer of its intention not to accept the Offer.

It should be noted that on March 16 2021 a shareholder agreement (the “Agreement”), currently valid, was signed by Rodolfo De Benedetti, Marco De Benedetti, Edoardo De Benedetti (“Shareholders”), FDB and Margherita Crosetti, and contains clauses relevant to the terms of Art. 122, paragraphs 1 and 5, letters a), b), and c), of the TUF, regarding the shares of (i) FDB, controlling shareholder of the Offeror, and of (ii) CIR, i.e. the Offeror.

The Agreement binds the Shareholders, who together own 100% of the share capital of FDB, as well as Margherita Crosetti, as holder of usufruct with voting rights on part of the shares of FDB, and FDB itself, as holder of CIR shares.

The essential information regarding the Agreement was published, pursuant to Art. 130 of the Rules for Issuers, on the CIR website www.cirgroup.it, in the Governance section under Shareholder Agreements.

As far as CIR is aware, there are no other shareholder agreements relevant to the terms of Article 122 of the TUF concerning CIR shares.

CATEGORIES AND NUMBER OF SHARES PERTAINING TO THE OFFER

The Offer is aimed without distinction and at equal conditions to all shareholders of the Issuer and regards a maximum of 156,862,745 ordinary CIR shares, without a nominal value, with regular dividend rights, listed on the MTA, and which account for 12.282% of the share capital of CIR.

The Shares for which the Offer is accepted must be freely transferable to the Offeror and must be free of all constraints and any kind of real, obligatory or personal encumbrance.

As of the date of publication of this disclosure, CIR is holding 26,708,861 own shares representing 2.091% of the share capital, which are not included in the Offer.

In the event of the Offer being fully accepted and taking into account the shares already held by the Issuer in its portfolio as of today, CIR will own 183,571,606 own shares, corresponding to 14.373% of the share capital of the Issuer and thus a number of shares amounting to less than one fifth of the share capital.

It should be pointed out that if a holder of shares with increased voting rights should accept the offer for just a part of the said shares, the remaining shares in his or her possession will continue to have increased voting rights as per the terms of the law and of the Bylaws.

UNIT PRICE OFFERED AND TOTAL VALUE OF CIR’S OFFER

The Offeror will pay to each party who accepts the Offer a price of Euro 0.51 for each Share that accepts the Offer and is purchased (the “Price”).

The Price is to be understood as net of stamp duty, registration tax and the Italian tax on financial transactions, where due, and of any fees, commissions, withholding tax or substitute tax, where due, on the capital gain that may be realized, which will be the responsibility of those who accept the Offer.

The Price includes a premium of 2.78% over the official price of CIR ordinary shares recorded on May 7 2021 (the Stock Exchange trading day prior to the date on which the transaction is being disclosed to the market), and a premium of 7.10%, 5.76%, 9.49%, and 17.68% over the weighted average of the official prices of the shares of the Issuer in the periods of 1 month, 3 months, 6 months and 12 months prior to May 7 2021 respectively, as illustrated more effectively in the chart below.

The total consideration for the 156,862,745 Shares of the Offer is Euro 80,000,000.

Payment of the consideration to the persons or entities who accept the Offer with the transfer of ownership of the Shares being offered to the Offeror will take place on the fifth Stock Exchange trading day after the close of the period for accepting the Offer agreed upon with Borsa Italiana (the “Acceptance Period”), without prejudice to any deferrals or amendments to the Offer that could arise to comply with current requirements of law or regulations.

REASONS FOR THE TENDER OFFER

The Offer was drawn up taking the following circumstances into account: (i) the Company has for years had a considerable liquidity position; (ii) in 2020 the Company sold one of its controlling interests which, on the one hand, significantly increased its liquidity and, on the other hand, reduced the number of sectors in which it is present and thus its potential needs and/or investment opportunities; (iii) currently, the Company has liquidity in excess of its short and medium term investment programmes, given that its subsidiaries are able to self-finance their development; (iv) the Company has a significant amount of distributable reserves which are in any case sufficient for the transaction at the analysis stage.

The Offer would enable shareholders who intend to accept it – with equal conditions for all – to benefit from a temporary increase in the liquidity of their investment at a price that is certain and that would contain a premium over the average prices of the share in recent months.

For shareholders who decide not to accept the Offer, the buyback of own shares by the Company resulting from acceptance of the Offer would lead to an increase in the earnings per share (EPS) and the dividend per share, provided the total earnings remain unchanged. This would be the case even if the own shares bought back were not cancelled but remained in the Company’s portfolio because the dividend rights of own shares are allocated pro rata to the other shares, as per the terms of Art. 2357-ter, second paragraph, of the Civil Code.

From the Company’s viewpoint, the Offer can be considered a prudent investment of liquidity; indeed (i) the investment would be made a lower value than the intrinsic value of the shares and (ii) as long as the shares are kept in the portfolio, their purchase would not reduce the Company’s financial resources permanently as they could be used for possible acquisitions and/or the development of alliances.

INTENTION OF DELISTING THE FINANCIAL INSTRUMENTS OF THE OFFER

OBLIGATION TO BUY BACK SHARES AS PER THE TERMS OF ARTICLE 108, PARAGRAPH 2 OF THE TUF

The Offer consists of a voluntary partial public tender offer launched pursuant to Articles 102 and following articles of the TUF and is not aimed at, nor will it result in, the withdrawal of the ordinary shares of the Issuer from their listing on the MTA (delisting).

Therefore, in view of the nature of the Offer, the conditions for an obligatory buyback as per the terms of Article 108, paragraph 2, of the TUF do not exist.

RIGHT TO BUY BACK SHARES AS PER ARTICLE 111 OF THE TUF AND OBLIGATION TO BUY BACK SHARES AS PER ARTICLE 108, PARAGRAPH 1, OF THE TUF

The Offer is a voluntary partial tender offer launched in accordance with Articles 102 and following articles of the TUF and does not have the aim of delisting the ordinary shares of the Issuer from trading on the MTA market.

Therefore, in view of the nature of the Offer, the conditions do not exist either for the right to buy back own shares as per Article 111 of the TUF or for the obligation to buy back own shares as per Article 108, paragraph 1, of the TUF.

NON-APPLICABILITY OF THE OBLIGATION TO LAUNCH AN INCREMENTAL BUYBACK OF SHARES AS PER ARTICLE 106, PARAGRAPH 3, LETTER B), OF THE TUF AND ARTICLE 46 OF THE RULES FOR ISSUERS

The controlling shareholder FDB owns 392,851,536 CIR shares, representing 30.759% of the share capital of the Issuer and 45.256% of the voting rights that can be exercised at the General Meetings of the Shareholders (44.736% in terms of the percentage for the purposes of the mandatory OPA).

It should also be noted that Rodolfo De Benedetti, Chairman of the Board of Directors of the Company and of the Board of Directors of the shareholder F.LLI DE BENEDETTI S.p.A., directly and indirectly owns 16,497,569 shares and 16,497,569 voting rights of the Company.

In light of the decision taken by Fratelli De Benedetti S.p.A. not to accept the Offer, the percentage of its voting rights could increase as an effect of the acceptance of other shareholders.

FDB has also notified the Issuer that it is not interested in launching a Public Tender Offer for all of the shares and is committed for now, should it be necessary, to give up a sufficient number of its increased voting rights and in any case not to exercise any excess votes to the extent of reducing them, if as an effect of the Company’s buyback transaction, the conditions were to exist for an obligatory OPA.

It should also be pointed out that the increased vote mechanism adopted by the Company makes it impossible to predict with certainty the extent of any increases in the percentage of voting rights by the controlling shareholder, even in the event that the whole of the offer is accepted.

HOW THE OFFER WILL BE FINANCED

To provide financial cover for the Offer, which would be for a maximum amount of Euro 80,000,000, CIR intends to use part of the cash liquidity, some of which came from the sale of its interest in GEDI Gruppo Editoriale S.p.A. completed on April 23 2020, which can cover the entire amount.

The maximum amount of the Offer is lower than the Company’s distributable reserves, which at December 31 2020 amounted to Euro 96.5 million, in compliance with what is set out in the first paragraph of Art. 2357 of the Civil Code, which establishes that the buyback of own shares may take place within the limits of the distributable earnings and the available reserves resulting from the most recent financial statements regularly approved.

Since December 31 2020 no significant negative events have taken place.

CONDITIONS FOR THE OFFER TO TAKE EFFECT

To be effective the Offer is subject (A) to the non-occurrence by the end of the first Stock Exchange trading day after the end of the Acceptance Period of (i) any exceptional events or situations at national and/or international level involving important changes in the political, financial, economic, currency situation or any market change that had not arisen on the date of publication of the Offer Document and which could substantially prejudice the Offer, the conditions of the businesses and/or the patrimonial, economic and/or financial conditions of CIR and/or of the companies belonging to the CIR Group, or of (ii) acts, facts, circumstances, events or situations that had not arisen as of the date of publication of the Offer Document and which could substantially prejudice the Offer, the conditions of the businesses and/or the patrimonial, economic and/or financial conditions of CIR and/or of the companies belonging to the CIR Group as resulting from the most recent financial statements approved by the Issuer, and/or (B) to the competent institutions, entities or authorities not adopting and/or publishing, by the end of the first Stock Exchange trading day after the end of the Acceptance Period, any legislative or administrative acts or measures (including public tender offer obligations as per Articles 106 and following articles of TUF) or judicial measures that preclude, limit or make it more financially onerous totally or partially, even temporarily, for CIR and/or the CIR Group to complete the Offer ((A) and (B), jointly, the “Conditions of the Offer”).

The conditions stated in letter A above include the non-occurrence of events with the characteristics as above and that arise as a consequence of or in relation to the spread of the Covid-19 pandemic (which, although it is today a publicly acknowledged phenomenon, could have consequences that at present cannot be foreseen in any way on any area of the business), including as an example that is in no way exhaustive, a crisis, temporary suspension or closure of the financial markets and/or of production activities and/or of services that could have, or could reasonably have, prejudicial effects on the Offer and/or on the Issuer or on the companies that the latter controls.

The Offeror can waive or amend all or some of the terms of the Conditions of the Offer at any moment and with an indisputable decision within the limits and following the procedures contained in Article 43 of the Rules for Issuers.

The Offer is not subject to reaching a minimum number of acceptances.

DURATION OF THE OFFER

The Period of Acceptance of the Offer will be agreed upon with Borsa Italiana and will be between a minimum of 15 and a maximum of 40 trading days, as per Article 40, paragraph 2, letter b) of the Rules for Issuers, unless the Offeror gives notice of a deferral as per the terms of current legislative and regulatory rules.

NOTIFICATION OR APPLICATION FOR AUTHORIZATION REQUIRED BY APPLICABLE REGULATIONS

The Offer is not subject to authorization. The Annual General Meeting of the Shareholders held on April 30 2021 approved a resolution authorizing the buyback for a period of 18 months of a maximum of 225,000,000 (and in any case up to the legal limit) own shares following possible procedures, including the Offer at a price that must not be more than 15% higher or lower than the benchmark price recorded in the Stock Exchange trading session on the day before the day on which the purchase price is fixed (the AGM resolution is available on the website www.cirgroup.it in the Governance section).

WEBSITE FOR THE PUBLICATION OF PRESS RELEASES AND DOCUMENTATION RELATING TO THE OFFER

The press releases and the documents relating to the Offer will be available for consultation on the Issuer’s website www.cirgroup.it in the Governance section.

The press releases and the documents relating to the Offer will also be available for consultation at CIR’s registered office in Milano, Via Ciovassino 1.

APPLICABILITY OF EXEMPTIONS AS PER ARTICLE 101-BIS, PARAGRAPH 3, OF THE TUF

According to what is stated in Article 101-bis, paragraph 3, letter d) of the TUF, the rules of Articles 102 (Obligations of offerors and interdictive powers), paragraphs 2 and 5, Article 103, paragraph 3-bis (The Offer Process), 104 (Defences), 104-bis (Neutralization rule) and 104-ter (Reciprocity clause) of the TUF and any other rule of the TUF that involves specific disclosure obligations for the Offeror or the Issuer towards employees or their representatives will not be applicable to the Offer.

MARKETS FOR THE OFFER

The Offer is being launched exclusively for the Italian market, the only market on which the Shares are listed and is aimed at all of the Issuer’s shareholders, without distinction and at equal conditions.

The Offer is not being and will not be launched in the United States of America, Canada, Japan or Australia, or in any other country in which such launch is not allowed without authorization by the competent authorities (“Other countries”) or using instruments for communication or international commerce (including, for example, the postal network, fax, telex, e-mail, telephone or the internet) of the United States of America, Canada, Japan, Australia or Other Countries,or any structure of any financial intermediary of the United States of America, Canada, Japan, Australia or Other Countries, or in any other way.

Acceptance of the Offer by persons or entities resident in countries other than Italy may be subject to specific obligations or restrictions contained in their legislation or regulations. It is the exclusive responsibility of the offerees to comply with such regulations and thus before accepting the Offer they should check with their advisors whether any such rules are applicable.

ADVISORS FOR THE DEAL

CIR is assisted by Prof. Piergaetano Marchetti as legal advisor and by UniCredit S.p.A. as financial advisor.

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