PRESS RELEASE – Itway plans an agreement with Nice & Green for the issue of warrants and convertible bonds for a total value of 6 million Euros.

ITWAY TO PURSUE HIS OWN GROWTH PLANS

HIGHLIGHTS AN AGREEMENT WITH NICE & GREEN FOR THE ISSUE OF WARRANTS AND CONVERTIBLE BONDS FOR A TOTAL VALUE OF

6 MILLION EUROS

Ravenna, 6 Agosto 2020 – Itway S.p.A., operating holding company active in the IT, Cyber Security, AI and Big Data sector, listed on the MTA segment of the Italian Stock Exchange, announces that it has signed an investment contract with Nice & Green SA, a Swiss institutional investor, for an issuance program of “Warrant and Convertible Notes Funding Program” for a total value of Euro 6,000,000 (six million) (“Program”).

The operation is aimed at supporting the Company’s working capital, strengthening its financial structure and expanding its corporate structure. The raising of capital deriving from the transaction with N&G will provide Itway with additional capital and financial resources that will be used to accelerate the development of the Company’s growth and investment strategies in the market segments in which Itway operates without any additional cost for the Company.

Nice & Green is an international investor specializing in growth and development finance dedicated to listed companies with a substantial active portfolio of operations on medium and small capitalization companies. After having invested in Switzerland, Sweden, France and Spain, Nice & Green has now decided to invest in high technology companies with high development potential also in Italy and Itway represents their first transaction with a company listed on the MTA.

The Program provides for an overall issue period of 36 months from the date of signing the contract, and consists of (i) a tranche in warrants for the purchase of up to Euro 500,000 of Itway own shares already in portfolio (“Warrant”) e (ii) eleven tranches in bonds, each with a nominal value of Euro 500,000 convertible into newly issued Itway shares (“Bonds”), and contemplates the commitment of N&G to underwrite the various tranches following a specific request by Itway.

The Issuer, pursuant to the Agreement, has undertaken to grant N&G no. 650,000 treasury shares of the Company (shares already in portfolio) corresponding to an amount equal to approximately Euro 650,000 aimed at ensuring N&G the availability of the securities to service the exercise of the Warrant; and has undertaken the commitment to activate within five days of signing the contract, the first tranche consisting of no. 1 warrant with a nominal amount of Euro 500,000. The Warrant will have a duration of 12 months from the issue date and its exercise will be mandatory within 90 days from the end of the Program.

The exercise price of the Warrant will be equal to a percentage of the minimum price (defined as the VWAP – Volume Weighted Average Price) of the eight days before the request to exercise the Warrant. The Exercise Ratio (number of Itway treasury shares in case of exercise of the Warrant) will be determined on the basis of the value received from Itway divided by the Exercise Price. The Warrant will not be listed on any regulated market.

The contract provides that the loan is non-interest bearing and establishes that each Bond has a duration of 12 months from the issue date and that, in the event of failure to request a repayment by the due date, the Company is obliged to automatically convert the Bonds into circulation in newly issued shares. The Investor may request the conversion of bonds into shares at any time following the sending of the conversion requests. The Notes may be converted at a conversion price equal to a percentage of the price (defined as the VWAP – Volume Weighted Average Price) of the eight days preceding the request for conversion of the Notes.

The conversion ratio – indicative of the number of Itway shares to be assigned to the Investor in case of conversion of the Bonds – will be determined on the basis of the value received by Itway for each tranche of Bonds divided by the Conversion Price.

Upon request for conversion, the Issuer may, in lieu of the issue of new shares, repay the Bonds in cash. The value of the redemption will be calculated by dividing the value of each tranche of Bonds by 0.97. The Bonds will be non-interest bearing and will not be listed on any regulated market.

The execution of the operation will have a certain, but variable and not conceivable diluting effect on the investments held by the current shareholders of the Company, which will depend in particular on the share of the capital of the Company actually subscribed by N&G following the conversion of the bonds issued and therefore also by the number of the same and by the related subscription price.

The issue of the Convertible Bond Loan does not require the publication of any offer or listing prospectus by the Company.

In order to start the issue of the Bond Loan, the Extraordinary Shareholders’ Meeting of Itway will be called, in the manner and within the terms of the law, scheduled for October 2020, in order to resolve on:

1. Issue of a bond loan up to a maximum of Euro 5,500,000 convertible into Itway shares to be issued in one or more tranches, reserved for Nice & Green SA and
2. Share capital increase pursuant to art. 2420-bis, paragraph 2, italian civil code, in divisible manner, with the exclusion of the right of option, pursuant to art. 2441, paragraph 5, civ. code, for a maximum amount of € 5,500,000, including share premium, to service the conversion.
3. Related and consequent resolutions.

To date, the Company’s fully subscribed and paid-up share capital amounts to Euro 3,952,659, represented by no. 7,905,318, with a nominal value of € 0.50 each.

“This transaction“, comments the President and CEO of Itway G. Andrea Farina, “which sees us establish a strong relationship with a prestigious international investor and which comes at a difficult time of post lockdown, confirms the interest of international investors for excellence Italian technologies listed on Borsa Italiana and represents an important springboard and a fixed point in our development projects, consistent and in line with the programs we are pursuing. The transaction allows for commitment and flexibility with “single digit” discounts below the normal market average and provides a flexible and adaptable tool to the needs of our Company. The resources thus obtained will allow us to accelerate our long-term industrial strategy, supporting and increasing the development of the Company with new initiatives, investments in R&D, in cybersecurity and in all the areas in which we are present, financing working capital and improving the net financial position of the Company “.

This press release follows the precedents issued during the lock down which are visible in the investor relation section of the company https://www.itway.com/it/category/press-releases/

which testify to the dynamism and growth of the Itway Group.

This press release is available at the registered office and on the Company’s website at www.itway.com, at the Italian Stock Exchange and at the centralized authorized storage mechanism called “Emarket Storage” managed by Spafid Connect SpA, and can be consulted at ‘address www.emarketstorage.com

Established in Ravenna on 4 July 1996, Itway S.p.A. is the head of a group that operates in the IT sector for the design, production and distribution of technologies and solutions in the cybersecurity, artificial intelligence (AI) cloud computing and big data sectors. For over 25 years, the group has been the reference point in the field of Digital Transformation solutions and services. Itway has been listed on the Italian Stock Exchange since 2001.

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