INFORMATION FOR SHAREHOLDERS
FINANCIAL INSTRUMENTS ADMITTED TO TRADING
Ordinary shares:
|
ISIN Code: |
IT0005568461 |
|
Ticker: |
VARV |
|
Minimum trading lot: |
200 |
|
Market: |
Euronext Growth Milan |
SHARE CAPITAL AND SHAREHOLDING STRUCTURE
The subscribed and paid-up share capital of the Company consists of 85,200,000 shares,
- of which 3,987,480 listed ordinary shares (ISIN IT0005568461); and
- 81,212,520 unlisted multiple voting shares (the “Multiple Voting Shares”) (ISIN IT0005568479), entirely held by the shareholder Vescovini Group S.p.A.
The following table shows the composition of the Company’s shareholding structure:
|
Shareholder |
No. of ordinary shares |
No. of multiple voting shares |
% of share capital |
% of ordinary shares |
% of voting rights |
|
Vescovini Group S.p.A. |
34,000 |
81,212,520 |
95.36% |
0.86% |
99.52% |
|
ECD Uno S.r.l. |
1,392,557 |
– |
1.63% |
34.92% |
0.17% |
|
Aletti Fiduciaria S.p.A. (1) |
987,480 |
– |
1.16% |
24.76% |
0.12% |
|
Market (*) |
1,573,443 |
– |
1.85% |
39.46% |
0.19% |
|
Total |
3,987,480 |
81,212,520 |
100% |
100% |
100% |
|
(*) For completeness, it should be noted that within the market: (i) UnipolSai S.p.A. represents 0.293% of the share capital, 6.27% of the ordinary shares and 0.03% of the voting rights; (ii) Ferak S.p.A. represents 0.282% of the share capital, 6.02% of the ordinary shares and 0.029% of the voting rights; (iii) HIO S.r.l. represents 0.211% of the share capital, 4.51% of the ordinary shares and 0.022% of the voting rights. (1) (i) 583,481 shares attributable to Fabrizio Vicari, CEO of VGV S.r.l. and Director of SBE Varvit S.p.A.; (ii) 403,999 shares attributable to Andrea Guidi, CFO of VGV S.r.l. |
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DISCLOSURE OBLIGATIONS OF SIGNIFICANT SHAREHOLDERS
Pursuant to the Euronext Growth Milan Issuers’ Regulation, anyone holding an interest in the share capital of SBE Varvit S.p.A. (the “Issuer”) must notify any “substantial change”, meaning the reaching or exceeding of the thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 50%, 66.6% and 90% of the Issuer’s share capital, as well as any reduction below the aforementioned thresholds (the “Substantial Change”). In the case of the issuance of multiple voting shares, the obligation also applies to a shareholder holding 5% on the basis of the ordinary shares. Furthermore, in the case of the issuance of multiple voting shares, for the purposes of fulfilling disclosure obligations, share capital means both the total number of voting rights and the number of ordinary shares held, and both notifications are required.
For the purposes of calculating the holdings of a so-called significant shareholder — namely a shareholder holding at least 5% or more in a class of Euronext Growth Milan shares, excluding treasury shares, pursuant to the relevant shareholding regime under the Italian Consolidated Finance Act — the following must be included: i) shareholdings owned by the shareholder, even where voting rights are held by or attributed to third parties; ii) shareholdings in relation to which the shareholder holds or is attributed voting rights; iii) shares held by nominees, fiduciaries, subsidiaries or shares for which voting rights are held by or attributed to such parties; and iv) shares collectively contributed to a shareholders’ agreement concerning the exercise of voting rights in the Issuer.
For the purposes of the above, promptly and in any case within 4 trading days from the transaction giving rise to the obligation — regardless of the execution date — or from the day on which the shareholder becomes aware of events resulting in changes to the Issuer’s share capital, the significant shareholder must notify the Issuer of:
- its identity;
- the date on which the Issuer was informed;
- the date on which the Substantial Change in the shareholding occurred;
- the nature and extent of the significant shareholder’s interest in the transaction — in the case of the issuance of multiple voting shares, the number of voting rights and the number of ordinary shares held.
The notification must be made using the attached form download PDF to be sent by certified email to the following address: sbe@pec.vescovinigroup.com and, for information, to investor@varvit.com
DISSEMINATION OF REGULATED INFORMATION
For the transmission and storage of Regulated Information, the Company uses the 1INFO-SDIR system, managed by Computershare S.p.A., with registered office at via L. Mascheroni 19, Milan, and authorised by CONSOB.
EURONEXT GROWTH ADVISOR AND CONSULTANTS
Equita SIM: Euronext Growth Advisor and Specialist
KPMG S.p.A.: Auditing Firm
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