THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS COMMUNICATION IS NOT PERMITTED IN ANY COUNTRY WHERE SUCH COMMUNICATION WOULD VIOLATE THE RELEVANT APPLICABLE REGULATION

PRESS RELEASE

Final results following the reopening of the terms of the voluntary public tender offer on all the

ordinary shares of Sicit Group S.p.A., launched by Circular BidCo S.p.A.

Term and modalities for the exercise of the right to purchase pursuant to Article 111 of the TUF and of fulfilment of the purchase obligation pursuant to Article 108, paragraph 1 of the

TUF

Revocation from listing of the shares of SICIT Group S.p.A. as of Thursday August 5, 2021

Milan, July 27, 2021 - We make reference to the voluntary tender offer pursuant to Articles 102 and 106, paragraph 4, of Legislative Decree 58/1998 ("TUF") on all of the ordinary shares of Sicit Group S.p.A. (the "Issuer") launched, on May 6, 2021, by Circular BidCo S.p.A. (the "Offeror") by means of filing the offer document pursuant to and for the purposes of Article 102, paragraph 3, of the TUF and Article 37-ter of he Regulation n. 11971 of May 14, 1999 ("Issuers' Regulation").

Unless otherwise defined in this press release, capitalized terms shall have the meaning given to them in the following documents, to which full reference is made: (i) the offer document approved by Consob by way of resolution no. 21881 of June 4, 2021 (the "Offer Document"); (ii) the press release relating to the amendments to the Offer, issued on July 6, 2021; (iii) the press release relating to the provisional results of the Offer, issued on July 11, 2021, (iv) the press release relating to the final results of the Offer, issued on July 15, 2021, and

  1. the press release relating to the provisional results of the Offer following the Reopening of the Terms, available, among others, on the websites of the Offeror (www.opasicit.it), the Issuer (www.sicitgroup.com) and the Global Information Agent Morrow Sodali S.p.A. (www.morrowsodali-transactions.com).

1. PROVISIONAL RESULTS OF THE OFFER FOLLOWING THE REOPENING OF THE TERMS

On the basis of the final results following the Reopening of the Terms communicated by Intesa Sanpaolo S.p.A.

  • intermediary responsible for the coordination of the collection of the Shares tendered to the Offer - during the Reopening of the Terms, ended on July 23, 2021, no. 1,590,297 Shares have been tendered to the Offer, corresponding to 7.04% of the Shares subject to the Offer and, therefore, the corporate capital of the Issuer, for an overall amount equal to Euro 26,716,989.60.

The total number of Shares tendered to the Offer during the Reopening of the Terms corresponds to the provisional results following the Reopening of the Terms communicated by the Offeror on July 23, 2021.

It should be noted that, from the beginning of the Reopening of the Terms until today, the Offeror purchased on the Market a total no. 1,163,788 of shares of the Issuer, corresponding to 5.15% of the Issuer's share capital, for a consideration equal to the New Consideration (i.e., Euro 16.80 per Share).

It should also be noted that none of the Persons Acting in Concert purchased shares of the Issuer on the Market during the Reopening of the Terms.

Therefore, taking into account the Shares tendered to the Offer both during the Acceptance Period and the Reopening of the Terms, as well as the Shares purchased on the Market by the Offeror from the beginning of the Acceptance Period until today, the Offeror will hold, at the date of payment at the end of the Reopening of the Terms, a percentage equal to 96.57% of the Issuer's share capital, which allows the Offeror to achieve the Delisting.

On Friday July 30, 2021, therefore, the Offeror will pay to each shareholders, who accepted the Offer during the Reopening of the Terms, the consideration due by the Offeror for each Share tendered during the Reopening of the Terms, equal to the New Consideration (i.e. Euro 16.80 per Share), against the simultaneous transfer of the ownership title, in favour of the Offeror, of all the Shares tendered during the Reopening of the Terms.

THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS COMMUNICATION IS NOT PERMITTED IN ANY COUNTRY WHERE SUCH COMMUNICATION WOULD VIOLATE THE RELEVANT APPLICABLE REGULATION

2. TERMS AND MODALITIES FOR THE EXERCISE OF THE RIGHT TO PURCHASE AND FULFILMENT OF THE OF THE PURCHASE OBLIGATION PURSUANT TO ARTICLE 108, PARAGRAPH 1 OF THE TUF

On the basis of the final results of the Offer, the legal requirements for the exercise of the Right to Purchase - which shall be exercised by the Offeror as stated in Section A, Paragraph A.11. of the Offer Document - and for the fulfilment of the Purchase Obligation under Article 108, paragraph 1, of the TUF in relation to the remaining 773,853 Shares, equal to 3.43% of the Issuer's share capital (the "Residual Shares") are met.

Therefore, by exercising the Right to Purchase, the Offeror shall simultaneously fulfil the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF, thus implementing a single procedure, as agreed with Consob and Borsa Italiana, concerning all the Residual Shares (the "Joint Procedure").

For the purposes of the Joint Procedure, the Right to Purchase and the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF will be fulfilled by the Offeror paying a consideration for each Residual Share equal to the New Consideration (i.e. Euro 16.80 per Share), in accordance with the provisions of Articles 108, paragraph 3, and 111, paragraph 2, of the TUF.

Taking into account the amount of the Residual Shares, the total consideration of the Joint Procedure is equal to Euro 13,000,730.40 (the "Purchase Consideration").

The Purchase Consideration will be deposited by the Offeror with Intesa Sanpaolo S.p.A. (the "Bank") in a bank account in the name of the Offeror and restricted to the payment of the consideration of the Joint Procedure.

The Joint Procedure will become effective on Thursday August 5, 2021, when the Offeror will confirm to the Issuer the deposit with the Bank and the availability of the Purchase Consideration.

On that day, the transfer of ownership title of the Residual Shares to the Offeror will become effective, with the consequent entry in the shareholders' register by the Issuer, in accordance with the provisions of Article 111, paragraph 3, of the TUF.

Please note that the Right to Purchase shall be exercise for all the Residual Shares and therefore - irrespectively of the request for payment of the consideration of the Joint Procedure referred to above - as from the date on which the deposit of the Purchase Consideration with the Bank is communicated to the Issuer, the transfer of the ownership title of the Residual Shares in favour of the Offeror will become effective, with consequent entry in the shareholders' register by the Issuer pursuant to Article 111, paragraph 3, of the TUF.

The holders of the Residual Shares are entitled to obtain payment of the consideration of the Joint Procedure directly from their respective intermediaries. The obligation to pay the consideration for the Joint Procedure shall be deemed to have been fulfilled when the relevant amounts are transferred to the Depository Intermediaries from whom the Residual Shares subject to the Joint Procedure originate.

Shareholders shall bear the sole risk that the Depository Intermediaries do not transfer the amounts to the beneficiaries or delay the transfer.

It should be noted that - once the five-year prescription period under Article 2949 of the Civil Code has expired and without prejudice to the provisions of Articles 2941 et seq. of the Civil Code - the right of the holders of the Residual Shares to obtain payment of the consideration of the Joint Procedure shall be extinguished by prescription and the Offeror will be entitled to obtain the refund of the part of the Purchase Consideration not collected from the beneficiaries.

3. DELISTING OF THE ISSUER'S SHARES

In accordance with the provisions of Article 2.5.1, paragraph 6, of the Stock Exchange Regulation, Borsa Italiana will order that the Issuer's shares are suspended from listing on the MTA during the sessions of Tuesday and Wednesday August 3 and 4, 2021 and revoked from listing as of the session of Thursday August 5, 2021.

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SICIT Group S.p.A. published this content on 27 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 July 2021 06:02:04 UTC.