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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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SUCCESSFULLY COMPLETED THE PLACEMENT TO QUALIFIED ITALIAN INVESTORS AND FOREIGN INSTITUTIONAL INVESTORS OF NO. 4,981,118 MAIRE ORDINARY SHARES ARISING FROM LONG-TERM INCENTIVE PLANS
- The transaction involved all the “Immediate Quota” shares granted to the Beneficiaries following the completion and validation of the 2022-2024 Long-Term Incentive Plan, pursuant to the relevant Regulation, as well as all the shares granted to a “good leaver” Beneficiary of the 2023-2025 Long-Term Incentive Plan
- The placement has been carried out through an accelerated bookbuilding offering at the request of the Beneficiaries
Milan, 12 June 2025 – Following the press release issued on 11 June 2025, the placement of all no. 4,981,118 shares of MAIRE S.p.A. (“MAIRE”), corresponding to around 1.5% of the total number of ordinary shares, has been completed at a price of 10.25 euro per share. Gross proceeds from the sale amount to around 51.1 million euro, also allowing for the coverage of tax charges payable by the individual Beneficiaries pursuant to applicable regulations (so-called “sell-to-cover”).
The transaction has been launched at the request of the Beneficiaries of the 2022-2024 Long-Term Incentive Plan of MAIRE Group[1] and of a “good leaver” Beneficiary of the 2023-2025 Long-Term Incentive Plan of MAIRE Group[2], and has been carried out through an accelerated booking offering to qualified Italian investors and foreign institutional investors.
The settlement of the transaction (i.e. delivery of the shares and payment of the proceeds aimed at settling the tax charges) will take place on 16 June 2025.
Equita SIM S.p.A. and Intermonte SIM S.p.A. acted as Joint Bookrunners for the transaction.
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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.