Simone S.p.A. ("Simone" or the "Company"), a publishing company, announces that it has received from Borsa Italiana S.p.A., part of the Euronext Group, the approval for the listing of its ordinary shares (the "Ordinary Shares") and warrants (the "Warrants") on the Euronext Growth Milan ("EGM") market, a multilateral trading facility organized and managed by Borsa Italiana S.p.A.
The admission follows a placement exclusively targeted at professional and institutional investors, both Italian and foreign, for a total of 1,575,000 Ordinary Shares (the "Placement"), including 1,500,000 newly issued Ordinary Shares and 75,000 Ordinary Shares from the Green-Shoe option granted by the controlling shareholder Giunima S.r.l.
The Placement price for the Ordinary Shares has been set at 2.00 Euros per Ordinary Share, with a total collection of approximately 3.15 million Euros (including the Green-Shoe option) and a post-money equity value (i.e., including the capital raised on the market) on the start of trading date of approximately 15 million Euros, calculated based on the offering price of 2.00 Euros per share, taking into account both the number of Ordinary Shares admitted to trading and the multiple voting shares, with a float of 20.00% calculated on all shares (26.32% float calculated on the Ordinary Shares only, and before any full exercise of the Green-Shoe option).
In the context of the Placement, 1,575,000 Warrants will also be issued, i.e., 1 Warrant for every 1 Ordinary Share, with a conversion ratio of 1 Ordinary Share for every 4 Warrants held, as provided for in the Warrant Regulation. Invitalia S.p.A., as the manager of the "Fondo Cresci al Sud," has invested 0.9 million Euros.
The start of trading of the Ordinary Shares and Warrants is scheduled for December 29, 2023. Luca Misso, CEO of Simone, states: "The success of the placement is an important achievement that fills us with pride: it demonstrates the investors' and the market's appreciation for our business model, the Group's history, and its high growth potential. We will continue to invest in quality and innovation; digitization and attracting talent are the drivers of our future growth, never forgetting our historical roots." Following the Placement, on the start of trading date, the Company's share capital amounts to 4,627,200 Euros, consisting of 7,500,000 shares, including 5,700,000 Ordinary Shares and 1,800,000 multiple voting shares (which grant 3 votes each), as better represented below. The multiple voting shares are not subject to trading on EGM and are owned by Giunima S.r.l., Giulio Golan del Giudice, Manila del Giudice, Maria Novella del Giudice, and Nicoletta del Giudice in proportion to the number of Ordinary Shares held by each shareholder; they are convertible into Ordinary Shares at a ratio of 1 Ordinary Share for every 1 multiple voting share, according to the conversion mechanisms provided in the Issuer's bylaws available in the "Governance/Company Documents and Procedures" section on the website www.investors.simone.it.
The Ordinary Shares are assigned the ISIN code IT0005573123 and Ticker SMN, while the Warrants are assigned the ISIN code IT0005573172 and Ticker WSMN26. The minimum trading lot is 1,000 shares. As part of the listing process, Simone was assisted by Integrae SIM S.p.A. (Euronext Growth Advisor and Global Coordinator), Emintad Italy S.r.l. (Financial Advisor), KPMG S.p.A. (Auditor), Grimaldi Alliance (Legal and Tax Advisor), Adagio23 S.r.l. (Non-accounting Data Auditor), Avv. Bruno Roberta (Payroll Consultant), Studio Cerulli (Labor Law Consultant), RSM Società di Revisione e Organizzazione Contabile S.p.A. (KID Advisor), and Twister communication group (Communication Advisor). Simone S.p.A.'s Admission Document and the "Warrant Simone 2023-2026" Regulation are available at the Company's registered office and in the "Investor" section of the website www.investors.simone.it.
Investor Relations Manager: The Company announces that its Board of Directors, on December 11, 2023, appointed Luca Misso as the Investor Relations Manager.
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