Safilo’s Board Approves Final Terms of Capital Increase of €150 Million Maximum

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PADOVA, Italy—Safilo Group S.p.A. reported Tuesday that its board of directors approved the terms, conditions and timetable of the pre-emptive capital increase, up to a maximum amount of €150 million. The move represents the execution of a resolution approved at an Oct. 29 extraordinary shareholders’ meeting. The board resolved Tuesday to issue a maximum of 213,043,881 ordinary shares, with no par value, to be offered to shareholders on a pre-emptive basis, in the ratio of 17 new shares for every five shares held. This represents a subscription price equal to €0.704 per each new share, for an aggregate amount up to €149,982,892.22 of which up to €36,643,547.53 as share capital and up to €113,339,344.69 as share premium.

As VMAIL reported, Safilo’s board met in September and initiated the plan for a share capital increase of a maximum of €150 million. At that time, Safilo said the refinancing initiative was designed to strengthen its capital and financial structure and also was supported by the company’s “reference shareholder,” HAL Holding/Multibrands Italy BV.

The subscription price of the new shares has been determined by the Safilo board in accordance with criteria established at the extraordinary shareholders’ meeting, reflecting a discount of approximately 21.3 percent on the theoretical ex-rights price of Safilo ordinary shares, calculated in accordance with the current methods on the closing price registered by Borsa Italiana on Nov. 27, equal to €1.542, according to Tuesday’s announcement.

In addition, Multibrands has made an irrevocable and conditional commitment to subscribe to the new shares underlying the option rights relating to its existing holding (approximately 41.6 percent), for an amount of approximately €62.4 million, according to the announcement. Multibrands also has committed to subscribe to all the Safilo shares that may be unsubscribed at the end of the rights auction.

The timetable of the offer provides that the option rights for the new shares may be exercised from Dec. 3 until Dec. 17, and the rights may be traded on the Mercato Telematico Azionario organized and managed by Borsa Italiana from Dec. 3 until Dec. 11, according to the announcement.

The new shares resulting from the share capital increase will have the same characteristics and the same rights as the outstanding ordinary Safilo shares, the announcement noted. The beginning of the offer, as well as the final terms and conditions of the issuance of the new shares, are subject to regulatory approval.