D360 Holding S.p.A. ("D360 Holding" or the "Offeror"), following the communication issued on October 16, 2023, regarding (i) the final results at the end of the subscription period (the "Subscription Period") for the mandatory public tender offer pursuant to articles 102 et seq. of Legislative Decree of February 24, 1998, no.
58, as subsequently amended (the "TUF"), and article 12 of the Issuer's Bylaws (the "Offer"), launched by D360 Holding for a maximum of 2,728,737 ordinary shares (the "Shares") of Digital360 S.p.A. (the "Issuer" or "Digital360"), a company whose shares are traded on Euronext Growth Milan ("EGM"), the multilateral trading system organized and managed by Borsa Italiana S.p.A; and (ii) the consequent joint procedure for compliance with the Mandatory Purchase Obligation under article 108, paragraph 2, of the TUF, and the simultaneous exercise of the Purchase Right under article 111 of the TUF, specifying that the latter applies when a threshold of at least 90% of the share capital of the Issuer is reached, as provided by article 12 of Digital360's Bylaws (the "Joint Procedure"), concerning the 643,970 remaining ordinary shares of Digital360 still in circulation, representing 3.134% of the share capital of the Issuer (the "Remaining Shares"), informs that it has today notified the Issuer, pursuant to and for the purposes of article 111, paragraph 3, of the TUF, as referred to in article 12 of the Issuer's Bylaws, of the deposit of the amount of EUR 3,445,239.50, corresponding to the total consideration (the "Total Consideration") of the Joint Procedure, on a dedicated bank account held by the Offeror with Mediobanca ? Banca di Credito Finanziario S.p.A., earmarked for the payment of the consideration due to the shareholders holding the Remaining Shares.
As a consequence, the transfer of ownership of the Remaining Shares to the Offeror will also be effective today, pursuant to article 111, paragraph 3, of the TUF, as referred to in article 12 of Digital360's Bylaws, with the consequent registration in the Issuer's share register. The holders of the Remaining Shares have the right to receive the payment of the consideration for the Joint Procedure directly from their respective intermediaries.
The obligation to pay the consideration for the Joint Procedure will be deemed fulfilled once the respective amounts are transferred to the Depositary Intermediaries from which the Remaining Shares subject to the Joint Procedure originate. The shareholders of the Issuer bear the exclusive risk that the Depositary Intermediaries fail to transfer the amounts to the entitled parties or delay the transfer.
Pursuant to article 2949 of the Italian Civil Code, once the five-year limitation period from the date of deposit of the Total Consideration for the Joint Procedure has elapsed, the Offeror will have the right to obtain the refund of the amounts deposited and not collected by the entitled parties, subject to the provisions of articles 2941 et seq.
of the Italian Civil Code. Finally, it should be noted that Borsa Italiana, with resolution no. 39186 dated October 17, 2023, has decided to suspend trading on Euronext Growth Milan of the ordinary shares of the Issuer for the trading sessions on October 23, 2023, and October 24, 2023, and to delist the shares from Euronext Growth Milan as of today, in accordance with article 111 of the TUF, as referred to in article 12 of the Issuer's Bylaws.
(NEWS Traderlink)