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Press release issued by MAIRE S.p.A. on behalf of the Beneficiaries
of the 2022-2024 Long-Term Incentive Plan and a “good leaver” Beneficiary of the 2023-2025 Long-Term Incentive Plan of MAIRE Group
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LAUNCH OF THE PLACEMENT OF MAIRE ORDINARY SHARES ARISING FROM THE GROUP’S LONG-TERM INCENTIVE PLANS THROUGH AN ACCELERATED BOOKBUILDING OFFERING
- The transaction is being launched at the request of the Beneficiaries in relation to the “Immediate Quota” shares being granted following the completion and validation of the 2022-2024 Long-Term Incentive Plan, pursuant to the relevant Regulation, and to the shares being granted to a “good leaver” Beneficiary under the 2023-2025 Long-Term Incentive Plan
- The placement, reserved for qualified Italian investors and foreign institutional investors, will concern up to no. 4,981,118 MAIRE ordinary shares
- The proceeds will be primarily used to cover the tax charges payable by the Beneficiaries
Milan, 11 June 2025 – At the request of the Beneficiaries of the 2022-2024 Long-Term Incentive Plan of MAIRE Group[1] (“LTI Plan 2022-2024”) and of a “good leaver” Beneficiary of the 2023-2025 Long-Term Incentive Plan of MAIRE Group[2] (“LTI Plan 2023-2025”), the placement of up to 4,981,118 MAIRE ordinary shares (the “Shares”), corresponding to around 1.5% of the total number of ordinary shares, is being launched today. The Shares are being granted immediately under the LTI Plan 2022-2024, following the acknowledgement of the level of achievement of the Performance Indicators set out in the Rules of the Plan by the Company’s Board of Directors, and, as for the LTI Plan 2023-2025, following verification that the “good leaver” Beneficiary meets the Access Conditions as of the termination date, with the Performance Objectives deemed achieved at target level, in accordance with the relevant Rules.
In order to ensure an orderly process for the sale of the Shares, upon request of the Beneficiaries, the placement will be carried out through an accelerated bookbuilding offering reserved for qualified institutional investors (including foreign institutional investors as defined in Regulation S under the United States Securities Act of 1933, as subsequently amended) by way of an accelerated bookbuilding process.
The proceeds from the sale of the Shares will be preferentially used to cover the tax charges payable by the individual Beneficiaries pursuant to applicable regulations (so-called “sell-to-cover”).
Equita SIM S.p.A. and Intermonte SIM S.p.A. have been appointed by the Beneficiaries as Joint Bookrunners for the placement.
The transaction will commence immediately, and the books may be closed at any time. The final terms of the placement will be announced upon completion pursuant to applicable laws and regulations.
As part of the transaction and in line with market practice for transactions of this kind, the Beneficiaries have committed to the Joint Bookrunners a 90-day lock-up period with respect to any remaining Shares they will hold following the placement, subject to waiver of the Joint Bookrunners.
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The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration thereunder or pursuant to an available exemption therefrom. Neither this document nor the information contained herein constitutes or forms part of an offer to sell, or the solicitation of an offer to buy, securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction.
This press release has been prepared on the basis that any offer of securities in the United Kingdom and in any Member State of the European Economic Area (“EEA”) pursuant to the Prospectus Regulation (each, a “Relevant Member State”), will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of securities. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 (this Regulation and amendments together with any delegated act and implementing measures) and Regulation (EU) 2017/1129 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018. This document is not a prospectus for the purposes of the Prospectus Regulation. A prospectus prepared pursuant to the Prospectus Regulation will not be published in the future.
This publication, and any investment activity to which it relates, is available only to persons who (i) are outside the United Kingdom, (ii) are “investment professionals” falling within article 19(5) of the financial services and markets act 2000 (financial promotion) order 2005, as amended (the “Order”), (iii) are persons falling within article 49(2)(a) to (d) of the Order (“high net worth companies, unincorporated associations etc.”), or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Order) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated under the Order (all such persons together being referred to as “Relevant Persons”). This announcement is directed only at Relevant Persons and must not be acted or relied on in the United Kingdom by anyone who is not a Relevant Person.
This announcement is for informational purposes only and is not intended to constitute and does not constitute an offer or an invitation to exchange, sell or a solicitation of an offer of subscription or purchase, or an invitation to exchange, purchase or subscribe for any financial instrument or any part of the business or assets described herein, any other participation or a solicitation of any vote or approval in any jurisdiction, any inducement or recommendation to enter into any contract or commitment or investment decision whatsoever in relation to the potential transaction or otherwise, nor will any sale, issuance or transfer of financial instruments take place in any jurisdiction in breach of the applicable law.
[1] Approved, pursuant to Article 114-bis of Italian Legislative Decree No. 58/1998, by the Ordinary Shareholders’ Meeting of MAIRE on 8 April 2022.
[2] Approved, pursuant to Article 114-bis of Italian Legislative Decree No. 58/1998, by the Ordinary Shareholders’ Meeting of MAIRE on 19 April 2023.