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Press release issued by MAIRE S.p.A. on behalf of the Beneficiaries
of the 2021-2023 Long-Term Incentive Plan of Maire Tecnimont Group
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FOLLOWING THE ACHIEVEMENT OF THE PERFORMANCE INDICATORS OF THE 2021-2023 LONG-TERM INCENTIVE PLAN OF THE GROUP, THE BENEFICIARIES ANNOUNCE THE LAUNCH OF A PLACEMENT OF PART OF THE SHARES BEING GRANTED, FOR AN AMOUNT OF UP TO 4,922,822MAIRE ORDINARY SHARES, THROUGH AN ACCELERATED BOOKBUILDING OFFERING ADDRESSED TO ITALIAN AND FOREIGN INSTITUTIONAL INVESTORS.THE SALE PROCEEDS WILL BE PREFERENTIALLY USED TO SATISFY THE BENEFICIARIES’ TAX OBLIGATIONS.
Milan, 7 May 2024 – At the request of the Beneficiaries of the 2021-2023 Long-Term Incentive Plan of MAIRE Group approved, pursuant to Article 114-bis of Italian Legislative Decree No. 58/1998, by the Ordinary Shareholders’ Meeting of MAIRE S.p.A. (“MAIRE” or the “Company”) on 15 April 2021 (the “LTI Plan”), a placement of up to no. 4,922,822 MAIRE ordinary shares, equal to approximately 1.5% of the Company’s total number of ordinary shares (the “Shares”), is launched today. The Shares are being granted to the Beneficiaries of the LTI Plan 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.
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 booking offering addressed to qualified Italian investors and foreign institutional investors.
The proceeds from the sale of the Shares will be preferentially used to satisfy each Beneficiary’s tax obligations pursuant to applicable regulations (so-called “sell-to-cover”).
Intermonte SIM S.p.A. (“Intermonte”) has been appointed by the Beneficiaries of the LTI Plan as Global Coordinator and Sole Bookrunner 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 agreed with the Sole Bookrunner to a 90-day lock-up period with respect to any remaining Shares they will hold following the placement. No additional sales of Shares will be made by the Beneficiaries during the lock-up period without the consent of the Sole Bookrunner.
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