OVS S p A : Results of the rights auction of unexercised option rights
07/30/2021 | 07:29am EDT
RESULTS OF THE RIGHTS AUCTION OF UNEXERCISED OPTION RIGHTS
Venice-Mestre, 30 July 2021 - Further to the press release of 28 July 2021, OVS S.p.A. ("OVS") announces that, following the sale, during the trading session held on 28 July 2021, of all no. 7,799,484 option rights not exercised during the option offer period (the "Unexercised Rights"), no. 2,204,202 newly issued OVS ordinary shares (the "New Shares") arising from the exercise of all the no. 7,799,484 Unexercised Rights have been subscribed for a consideration of Euro 2,755,252.50.
Considering that no. 61,719,268 New Shares have been subscribed during the option offer period, representing approximately 96.55% of the total number of New Shares, therefore a total of no. 63,923,470 New Shares have been subscribed, equal to all the New Shares offered in the context of the capital increase in option, for a total amount of Euro 79,904,337.50.
Accordingly, the share capital of OVS is equal to Euro 290,923,470.00 and is divided into no. 290,923,470 shares without nominal value.
In accordance with the provisions of Article 2444 of the Italian Civil Code, the certification of the entire subscription of the capital increase, indicating the new share capital, shall be filed with the Companies' Register of Venice Rovigo within the terms provided for by law.
For further information:
Investor Relations OVS S.p.A.
Barabino & Partners SpA
Via Terraglio n. 17, 30174,
Mobile +39 3220.127.116.11
Venice - Mestre
NOT INTENDED FOR DISCLOSURE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY
OR TO PERSONS LOCATED OR RESIDING IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY
JURISDICTION IN WHICH SUCH CONDUCT REQUIRES AUTHORISATION BY LOCAL AUTHORITIES OR IS OTHERWISE
PROHIBITED BY THE APPLICABLE LAW.
This press release and the information contained herein do not include or constitute an offer to sell financial instruments or a
solicitation of an offer to purchase securities in the United States of America, Australia, Canada or Japan or any other country
in which such offer or solicitation would require authorisation by local authorities or otherwise is prohibited by the applicable
law (the "
"). Any offer to the public will be made in Italy on the basis of a prospectus authorised by Consob,
in accordance with applicable laws and regulations.
Other Countr es
This press release, any part hereof or its distribution may not form the basis of, nor be relied upon in respect of, any investment
not be offered or sold in the United States of America unless they are registered under the Securities Act or there is an exemption from registration under the Securities Act. OVS S.p.A. does not intend to register any part of the Offer in the United States of America.
agreement or decision. The securities have not been and will not be registered in the United States of America under the United
States Securities Act of 1933, as amended (the "
"), or under the laws of the Other Countries. The securities may
This press release does not constitute an offer to sell or a solicitation of an offer to purchase or subscribe for any securities. This press release has been prepared on the basis that any offer of securities to which it refers in the United Kingdom and in any Member State of the European Economic Area subject to the Prospectus Regulation will be made on the basis of a prospectus approved by the competent authority and published in accordance with the Prospectus Regulation and/or under an exemption provided for by the Prospectus Regulation from the requirement to publish a prospectus for offers of securities.
The term "Prospectus Regulation" means Regulation (EU) 2017/1129 (that Regulation and any amendments thereto, together
with any delegated and implementing acts). This document does not constitute a prospectus within the meaning of the
Prospectus Regulation. A prospectus prepared under the Prospectus Regulation has been published for the purpose of a public
offering made exclusively in Italy. Investors should not subscribe for any securities referred to in this document except on the
basis of the information contained in the relevant prospectus.
Solely for the purposes of the product governance requirements provided for within: (a) Directive 2014/65/EU on Markets
in Financial Instruments, as subsequently amended ("
MiFID II Product Governance Requirements
"); (b) Articles 9 and 10 of Delegated Directive 593/2017/EU
supplementing MiFID II; and (c) national implementing acts (together the "
and disclaiming any liability that may arise in contract, tort or otherwise towards any "manufacturer" (within the meaning of
the MiFID II Product Governance Requirements) in relation to those requirements, the Option Rights and the New Shares have
been subject to a product approval process, which has identified the Option Rights and the New Shares as: (i) compatible with
an ultimate target market of retail investors and investors who meet the requirements of "professional clients" and "eligible
Target Market Assessm
counterparties" as respectively defined under MiFID II; and (ii) reserved for distribution through all channels as permitted
under MiFID II (the "
"). Notwithstanding the Target Market Assessment, distributors should note
that: the price of the Option Rights and the New Shares (as defined in the offering-related documentation) may decline and
investors may lose all or part of their
the Option Rights and the New Shares do not guarantee any return or any
protection of the capital invested; and an investment in the Option Rights and the New Shares is only eligible for investors who do not require a guarantee of return or protection of their invested capital and who (whether alone or with the support of a financial or other adviser) are capable of evaluating the merits and risks involved in such investment and who have sufficient resources to bear any losses that may arise therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory limitations provided for in connection with the Offer. It should be noted that, subject to the Target Market Assessment, managers will only target investors who meet the criteria of professional clients and eligible counterparties. In particular, the Target Market Assessment does not constitute: (a) an assessment of the adequacy or suitability for MiFID II purposes; or (b) a recommendation to any investor or group of investors to invest in or purchase, or undertake any transaction in respect of, the Option Rights and the New Shares. Each distributor is responsible for making its own relevant market assessment in relation to the Option Rights and the New Shares and determining the appropriate distribution channels.