FOS S.p.A ("FOS" or the "Company"), a Genoa-based small and medium-sized enterprise specializing in consultancy and technological research, listed on the Euronext Growth Milan market of Borsa Italiana, active in the design and development of digital services and products for large industrial groups and public administration, announces that the Board of Directors, using the authorization to purchase its own shares approved by the ordinary shareholders' meeting on December 21, 2023, has decided to promote a voluntary partial public tender offer below the threshold (the "Offer") for up to 500,000 ordinary shares of the Company, representing 7.31% of the share capital, at a price of ?4.00 per share (the "Consideration") and for a maximum value of ?2,000,000. The Consideration incorporates a 16.96% premium over the official stock exchange price on January 24, 2024 (?3.42), the last trading day before the launch of the Offer (the "Reference Date"). The Offer, in consideration of its value, falls within the cases of inapplicability of the rules on public tender offers provided for in articles 102 et seq. of the Consolidated Law on Finance (TUF) and articles 37 et seq. of the Consob Issuers' Regulation, as the maximum expenditure, in the event of full acceptance of the Offer, is less than ?8,000,000. Therefore, the information contained in the offer document, which sets out the main terms and conditions of the Offer (the "Offer Document"), is provided by FOS on a voluntary basis and is not subject to the approval of Consob or Borsa Italiana S.p.A., as it does not reach the relevant thresholds as described above. It is reminded that, as of today, FOS holds 117,750 of its own shares, representing 1.722% of the share capital. In the event of full acceptance, FOS will hold a total of 617,750 of its own shares, taking into account those already held as of today, representing 9.03% of the share capital of the Company.
MOTIVATIONS FOR THE OFFER The Offer presents a series of financial and strategic advantages for the Company and indirectly for its shareholders, as it provides the Company with a useful strategic investment opportunity for any purpose allowed by current European and national regulations. In particular, as a result of the Offer, the Company would have a portfolio of its own shares that it could dispose of in the context of possible extraordinary transactions, financing or other operations for which the disposal of its own shares is necessary or appropriate. Furthermore, the proposed transaction offers shareholders a means of monetizing their investment at a price that includes a premium compared to the average of the previous months. Finally, it should be noted that the Offer is not in any way aimed at delisting FOS shares from trading on Euronext Growth Milan.
CHARACTERISTICS OF THE OFFER The present Offer is for a maximum of 500,000 ordinary shares, representing 7.31% of the share capital, at a price of ?4.00 per share, for a maximum value of ?2,000,000. The Consideration, as mentioned, incorporates a 16.96% premium over the official stock exchange price on the Reference Date - the last trading day before the announcement of the Offer - which was ?3.42, as well as a premium compared to the weighted average of the official prices recorded in the respective reference periods prior to the announcement date. The period for accepting the Offer will last for 10 trading days, from January 29, 2024 to February 9, 2024 (inclusive), unless extended. FOS reserves the right to extend the acceptance period and/or modify the terms of the Offer, giving appropriate notice to the market if necessary. It should be noted that if the number of ordinary shares tendered for acceptance exceeds the 500,000 shares subject to the Offer, the "pro-rata" method will be applied, whereby FOS will purchase from all participating shareholders the same proportion of shares they have tendered for acceptance. The Offer is not conditional upon reaching a minimum number of acceptances and is addressed, in Italy, indiscriminately and on equal terms to all holders of FOS shares. The minimum trading quantity or "minimum lot" of shares will not apply to the number of shares that may be tendered for acceptance or to the method of allocation. Consequently, a lower number of shares or a number of shares that is not a multiple of 750 may be tendered for acceptance, and in the event of allocation, a different number of shares from 750 and its multiples may be returned. The consideration payment will be made on February 14, 2024, subject to any extensions or modifications to the Offer in accordance with applicable laws and regulations. FOS is assisted in the context of the Offer by Integrae SIM S.p.A., which will act as the Coordinating Party for the Collection of Acceptances and as the Collecting Party, and by LCA Studio Legale as legal advisor for all legal aspects and capital markets profiles concerning the Offer.
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