(Alliance News) - KME Group Spa announced Tuesday that its board has resolved on guidelines for an OPAS on 100.0 million of the company's treasury shares and warrants to 2024.

For the 100.0 million shares, representing 31 percent of the company's capital, EUR0.90 per share will be offered; for the warrants, on the other hand, the offer is for a voluntary exchange in the ratio of one ordinary share for every 2.3 warrants brought in.

Specifically, the company will pay each bidder a total unit consideration consisting of EUR0.50 for each ordinary share of KME, for a total consideration of EUR50 million; and 0.0174 shares of Culti Milano Spa for each ordinary share of KME, for a maximum total amount of 1.7 million shares of Culti Milano, with a unit value of EUR0.40.

Also with reference to the consideration in shares, KME reports that it is in negotiations for the sale of its entire shareholding in Culti Milano altogether represented by 2.4 million shares in Culti Milano, equal to 77% of the company's share capital, and that if, before the conclusion of the offer acceptance period, KME were to sign a binding preliminary share purchase and sale agreement or finalize the sale of Culti Milano shares, the consideration in shares would be converted into cash.

To cover the financial requirements arising from the payment obligations associated with the offer, calculated assuming full adherence to the OPAS and, therefore, equal to the countervalue of the cash consideration, as possibly supplemented by virtue of the sale of Culti Milano shares, KME will have recourse to a combination of its own resources and debt, through the use of its own funds and amounts arising from an intercompany loan provided by its subsidiary KMH Spa, formerly KME Group Srl.

In this regard, the company reports that the financial resources underlying the intercompany loan come, in turn, from a bank loan agreement signed today by the direct subsidiary KMH Spa with Goldman Sachs Bank Europe SE, for a total amount of up to EUR90 million.

By Giuseppe Fabio Ciccomascolo, Alliance News senior reporter

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