Milan, 3 April 2018 – EPS Equita PEP SPAC S.p.A. (“EPS“) informs that 30 March 2018 marked the end of the offer period to exercise right of withdrawal, pursuant to article 2437, paragraph 1, letter a) and paragraph 2, letter a) of the Italian Civil Code, for those holders of EPS ordinary shares who did not vote in favour of the resolutions concerning amendments to the by-laws on 15 March – including significant changes to the Company’s corporate purpose and the extension of its duration – to become effective as of the Effective Date of the so-called “Significant Transaction” between EPS and Industrie Chimiche Forestali S.p.A.
EPS therefore gives notice that, based on the information received, right of withdrawal was exercised on 1,094,500 ordinary shares (“Shares Subject to Withdrawal“), accounting for 7.30% of EPS ordinary share capital, for a total of Euro 10,945,000, calculated based on a liquidation value of Euro 10,00 (ten / 00) per share, established in accordance with art. 7 of the by-laws and art. 2437-ter of the Civil Code.
Any right of withdrawal applications received after today’s date that were legitimately prepared and sent by 30th March 2018 will be disclosed in a separate communication.
Given that the number of Shares Subject to Withdrawal accounts for less than 30% minus one share of total EPS ordinary shares, on the basis of current figures, the condition subsequent for termination of the Significant Transaction has not been met. Therefore, the business combination procedure shall proceed, with the closing scheduled for mid-May 2018.
The Shares Subject to Withdrawal will be offered on a pre-emptive basis to EPS shareholders, pursuant to article 2437-quater of the Italian Civil Code, between 4th April 2018 and 3rd May 2018 (the “Offer“).
It should be noted that those EPS shareholders who exercise their pre-emptive rights as part of the Offer, provided they apply for it at the same time, will also be granted a pre-emptive right to buy the Shares Subject to Withdrawal that have not been taken up.
EPS will consider allocating to third parties any residual Shares Subject to Withdrawal not taken up at the end of the Offer period, pursuant to Article 2437-quater, paragraph 4 of the Italian Civil Code.
The Offer Notice has been filed on today’s date with the Milan Business Register, pursuant to art. 2437-c, paragraph 2 of the Italian Civil Code. This notice is also available on the Company website www.epspac.it and on the eMarket Storage platform.
An English version of the subscription form is available on www.epspac.it, Investor Relations section.
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EPS EQUITA PEP SPAC S.P.A.
EPS is the first joint initiative of the equal Joint Venture between Equita Group S.p.A. (“Equita”) and Private Equity Partners S.p.A. (“PEP”), Fabio Sattin, Giovanni Campolo, Stefano Lustig and Rossano Rufini, called “Equita PEP Holding Srl”, set up for the development of private capital sector projects. Listed on Borsa Italiana’s AIM Italia on August 1, 2017, EPS is led by two institutional investors of proven experience and focused on mid-sized Italian enterprises of great industrial potential targeting international expansion. The dual objective of the company is to offer a solid investment to institutional investors and access to the capital markets for enterprises with tangible growth opportunities. EPS unites the expertise of both Equita and PEP, respectively bringing over 40 years of investment selection and market listing experience and approx. 30 years in the acquisition and development of Italian industrial enterprises. The company is a SPAC employing best market practice in terms of investor returns, offering attractive remuneration for innovative promoters through the long-term success of investments and share price growth. EPS’ Board of Directors comprises: Fabio Sattin (Chairman), Stefano Lustig (Vice Chairman), Giovanni Campolo and Rossano Rufini (Chief Executive Officers) and, as independent directors, Mr. Stefano Caselli, Mr. Fabio Buttignon and Ms. Paola Giannotti De Ponti. Mr. Filippo Annunziata is Chairman of the Board of Statutory Auditors.
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This press release should not be published or distributed, directly or indirectly, in the United States of America, Australia, Canada and Japan. This press release is not an offer of financial instruments in the United States of America, Australia, Canada and Japan. The financial instruments referred to in the present communication have not been, and will not be, registered in accordance with the United States Security Act of 1933, as amended, and may not be offered or sold in the United States, except under applicable exemptions. It does not constitute a public offer of financial instruments in the United States of America or in order jurisdictions.
Lorenza Spriano e Matteo Russo