OVS S.p.A. share capital increase. The Board of Directors sets the final terms and conditions

Venice-Mestre, 5 July 2021 - The Board of Directors of OVS S.p.A. (“OVS” or the “Company”), convened today, approved the final terms and conditions of the share capital increase approved at the Extraordinary Shareholders' Meeting on 15 December 2020 (the “Share Capital Increase”).
The Share Capital Increase will take place by issuing a maximum of no. 63,923,470 OVS ordinary shares, without par value, with regular entitlement (the “New Shares”), to be offered on a pre-emptive basis to the Company's shareholders entitled thereto at a ratio of no. 13 New Shares for every no. 46 OVS shares held, at a subscription price of EUR 1.25 per New Share, to be allocated as to EUR 1.00 to share capital and as to EUR 0.25 to share premium (the “Offer”).
The issue price of the New Shares incorporates a discount of approximately 19.3% to the theoretical ex-right price (TERP) of OVS ordinary shares, calculated according to current methodologies, on the basis of the closing price of OVS shares on 5 July 2021.
The calendar of the Offer provides that the Option Rights valid for the subscription of the New Shares (the “Option Rights”) may be exercised, subject to forfeiture, from 12 July 2021 to 26 July 2021, first and last day included (the “Option Period”) and may also be traded on the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A. (the “MTA”) from 12 July 2021 to 20 July 2021, first and last day included.
The Option Rights not exercised by the end of the Option Period will be offered on the MTA pursuant to Article 2441, paragraph 3, of the Italian Civil Code. The dates of the stock exchange sessions in which the Option Rights will be offered will be communicated through specific notice.
The New Shares resulting from the Share Capital Increase will have the same features and will grant the same administrative and equity rights as the outstanding OVS shares as of the issue date and will be traded on the MTA.
The launch of the Offer is subject to Consob's approval of the Prospectus relating to the offer and admission of the New Shares to trading on the MTA. The Prospectus will be made available in the manner and terms required by the applicable law at the Company's registered office in Venice-Mestre, Via Terraglio 17, as well as on the Company's website www.ovscorporate.it, Section “investor-relations/aumento-di-capitale”.
It should be noted that the shareholders TIP - Tamburi Investment Partners S.p.A. (which owns a shareholding equal to approximately 23.320% of OVS share capital) and the Chief Executive Officer Stefano Beraldo (who indirectly owns a shareholding equal to approximately 1.024% of OVS share capital) have undertaken an irrevocable commitment, which is not secured by collateralised, personal or any other kind of guarantee, to exercise their respective option rights in full and subscribe for the portions they are entitled to.
Should the Share Capital Increase be fully subscribed and paid up, the net cash proceeds will amount to approximately EUR 79.4 million. For further information on the use of the proceeds of the Share Capital Increase please refer to the Prospectus, which will be published prior to the launch of the Offer.

Monday, July 5, 2021 - 20:23
Last modified: 2021 - 07 - 05