NEODECORTECH S.P.A. PRESS RELEASE

  • Update on planned listing of ordinary shares and warrants on MTA, STAR Segment. Consultants appointed.
  • Disposal of 100% of share capital of CDG International Corp for € 2.5 million
  • Supplement to 2019 corporate events calendar

Filago, 18 October 2019

Neodecortech S.p.A. ("NDT" or the "Company" or the "Issuer" and together with its subsidiaries, the "Group"), Italian market leader in the production of decorative papers for laminated panels and flooring for interior design, with shares and warrants listed on AIM Italia, a multilateral trading system organized and managed by Borsa Italiana S.p.A. ("AIM Italia"), announces that the Board of Directors met today to review, inter alia, the main guidelines and the timing of the plan on the transition of the Company's ordinary shares and warrants from AIM Italia to the Mercato Telematico Azionario ("MTA", electronic stock market), STAR segment, organized and managed by Borsa Italiana S.p.A.

Specifically, the Board of Directors confirmed the interest of the Company in obtaining admission to listing on the STAR segment of the MTA and in completing the process by the first half of March 2020, subject to the necessary corporate resolutions and the positive outcome of the preliminary work of the competent authorities.

As previously disclosed to the market, the purpose of the transition from the AIM Italia multilateral trading system to the STAR segment of the MTA is to allow the Company to benefit from greater liquidity of the share and from greater interest on the part of the market and institutional investors, as well as greater visibility on national and international relevant markets, with further advantages in terms of competitiveness.

In this regard, in order to achieve the minimum free float required for the STAR segment of the MTA, the controlling shareholder Finanziaria Valentini S.p.A. ("FV") and the Company, respectively, may assess, if the conditions are met: (i) the disposal of an interest, including by means of an accelerated bookbuild process by FV, and/or

  1. resort to a capital increase with or even without pre-emption rights, also through the powers pursuant to art. 2443 of the Italian Civil Code previously granted to the
    Board of Directors by the Extraordinary Shareholders' Meeting of 14 September
    2018.

The Company additionally announces the signing of an agreement on the disposal to Finanziaria Valentini S.p.A. of 100% of the share capital of CDG International Corp ("CDG Int") held by Cartiere di Guarcino S.p.A., a wholly-owned subsidiary of the Issuer, for a corresponding amount of approximately € 2.5 million to be paid within

Neodecortech S.p.A.

tel +39 035996111

C.F. e R.I. 00725270151

www.neodecortech.it

Via Provinciale, 2

fax +39 035995225

P.IVA IT 02833670165

info@neodecortech.it

24040 Filago, Bergamo

Capitale Sociale euro 16.203.000,00 iv

R.E.A. 193331

90 days from the signing date of the agreement. Since 2015, CDG Int, a dormant company, has held twelve life insurance policies for eleven US citizens as its sole asset (for further information, see paragraph 4.1.25 of the Admission Document of 22 September 2017 prepared by the Company for the admission of shares to listing on AIM Italia). The disposal takes place at book values corresponding to the fair value of the policies, which brings significant benefits to the Group's net financial position, as well as an average annual cash saving estimated at approximately USD 400 thousand for the next ten years, starting from 2020. The Company will promptly notify the market of the finalization of the disposal, which is considered a less significant transaction with related parties.

Lastly, the Company announces that it has supplemented the corporate events calendar in order to provide information on the approval by the Board of Directors and subsequent publication of the consolidated interim financial statements at 31 October 2019, scheduled for 28 November 2019, also with a view to their inclusion - possibly by reference - in the prospectus that the Company will be required to prepare as part of the listing process. The consolidated interim financial statements at 31 October 2019 will be subject to a full audit. An updated version of the corporate events calendar will be made available to the public in the appropriate section of the website www.neodecortech.it.

For the transition process on the MTA, the Company is assisted by Gianni, Origoni, Grippo, Cappelli & Partners as legal advisor, BDO Italia as the Independent Auditors, E&Y S.p.A. as consultant for the business plan and the management control system, Studio Boldrini Pesaresi & Associati as tax advisor, and Studio LMB Commercialisti Associati as consultant. BPER Banca S.p.A. acts as Sponsor and is assisted by BonelliErede as legal advisor.

Neodecortech S.p.A.

tel +39 035996111

C.F. e R.I. 00725270151

www.neodecortech.it

Via Provinciale, 2

fax +39 035995225

P.IVA IT 02833670165

info@neodecortech.it

24040 Filago, Bergamo

Capitale Sociale euro 16.203.000,00 iv

R.E.A. 193331

Neodecortech S.p.A.

Neodecortech is the Italian market leader in the production of decorative papers for laminated panels and flooring for interior design. The Group's business is in the production of complete and technologically advanced solutions for the realization of interior design projects, covering all stages of the production process for the production of decorative paper, from raw material management, through surface finishing and impregnation, up to the finished product and the management of end-of-line logistics. The Group offers 51 products divided into the following 5 categories: decorative papers; decorative printings; finish foil; melamine film; PPF or LVT (www.neodecortech.it).

ISIN Code ordinary shares: IT0005275778

ISIN Code Warrant: IT0005346785

For further information:

Nominated Adviser (Nomad) and Investor Relator

Specialist

Neodecortech S.p.A.

BPER Banca S.p.A.

T +39 035 99 63 02

neodecortech@bper.it

F +39 035 99 52 25

051-2756537

Marco Giussani

www. bper.it

C +39 340 2391966

investor.relations@neodecortech.it

www.neodecortech.it

* * *

This press release is for informational purposes only and does not constitute an offer to the public or an invitation to subscribe or purchase financial instruments in Italy or any other country where such offer or solicitation would be subject to restrictions or authorization by local authorities or otherwise prohibited by law. This press release may not be published, distributed or transmitted to the United States, Canada, Australia or Japan. The shares mentioned in this press release cannot be offered or sold in either Italy or the United States or any other jurisdiction without registration under the applicable provisions or an exemption from the obligation to register under the applicable provisions. The shares mentioned in this press release have not been and will not be registered under the US Securities Act of 1933 nor under the applicable provisions in Italy, Australia, Canada, Japan or any other jurisdiction.

There will be no offer to the public of the Company's shares either in Italy or in the United States, Australia, Canada or Japan or elsewhere.

Neodecortech S.p.A.

tel +39 035996111

C.F. e R.I. 00725270151

www.neodecortech.it

Via Provinciale, 2

fax +39 035995225

P.IVA IT 02833670165

info@neodecortech.it

24040 Filago, Bergamo

Capitale Sociale euro 16.203.000,00 iv

R.E.A. 193331

Attachments

  • Original document
  • Permalink

Disclaimer

Neodecortech S.p.A. published this content on 18 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 October 2019 16:39:10 UTC