SHAREHOLDERS OF ITWAY APPROVE THE ISSUE OF CONVERTIBLE BONDS FOR UP TO EURO 5.5 MILLION AND THE ASSOCIATED CAPITAL INCREASE IN FAVOR OF NICE & GREEN SA
Ravenna, October 30, 2020 – The Extraordinary Shareholders meeting of Itway S.p.A., an operating holding company active in the IT, Cyber Security, AI and Big Data sectors, listed on the MTA segment of Borsa Italiana, meeting today in second call with No. 3,566,448 ordinary shares with voting rights, or 45.115% of share capital, present, unanimously deliberated and approved the issue of bonds for up to a maximum of Euro 5.5 million convertible into Itway shares, in one or more tranches, associated with a capital increase for up to Euro 5,500,000 pursuant to article 2420-bis, paragraph 2 of the Civil Code, in instalments, without option rights pursuant to article 2441, paragraph 5 of the Civil Code, including a share premium to service the conversion.
Andrea Farina, Chairman and CEO of Itway said: “The transaction with Nice & Green, an international investor, confirms investors’ interest for Italian listed technological excellences and represents a significant springboard for our corporate development projects, in line with the programs we are pursuing. The transaction allows a commitment at single-digit discounts that are lower than the normal market average, providing a tool that is suitable to the needs of our Company. The resources will allow to accelerate our long-term development strategy, supporting growth through internal means by investing in R&D, in cyber security and in those strategic areas where we are present, financing working capital and improving the Net Financial Position of the Company.”
The shareholder authorization is related to the investment agreement, signed by the Company pursuant to the deliberation of the Board of Directors as announced in press releases on August, 6, 13 and 20, 2020, which we refer to, in which Nice & Green SA (N&G or the Investor) committed for a period of 36 months (i) to exercise warrants (that were already issued in the month of August 2020) of up to Euro 500,000 to buy Itway shares already in the portfolio, the exercise of which is mandatory pursuant to the contractual terms; (ii) to underwrite, following an eventual specific request from Itway, eleven tranches of bonds, each with a nominal value of Euro 500,000 convertible into newly issued Itway shares.
The transaction aims to support the working capital of the Company, strengthen its financial structure and broaden its shareholder base. The proceeds deriving from the transaction with N&G will give Itway further financial and capital resources that will be used to accelerate the development of the growth and investment strategies of the Company in the market segments in which Itway operates without further charges to the Company.
The contract foresees that the loan be non-interest bearing. It also establishes that each Bond have 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 in circulation into 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 91% of the minimum price (defined as the VWAP – Volume Weighted Average Price) in the eight days preceding the conversion request of the Bonds.
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 predictable diluting effect on the investments held by the current shareholders of the Company, depending in particular on the share capital of the Company N&G actually subscribes to following the conversion of the bonds issued and therefore also by the number of the same and 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.
Please not that there are no selling restrictions and lock-up agreements between the parties. Furthermore, please note that the Company and N&G have not reached any agreement for the pre-sale of the shares (deriving from the conversion of the bonds) on the market.
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.
A summary report of the votes, pursuant to article 125-ter of the TUF will be made available on the Internet site of the Company within 5 days from the date of the meeting.
The minutes of the EGM will at the same time be published and made available with the procedures and terms foreseen by the law.
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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