Home > Wellness Holding s.r.l. – Closing of accelerated book building on ordinary shares of Technogym s.p.a.
Thursday, June 1, 2017 - 09:06

THE SALE OF NO. 16,000,000 ORDINARY SHARES OF TECHNOGYM S.P.A, EQUAL TO 8% OF THE SHARE CAPITAL, HAS BEEN SUCCESSFULLY COMPLETED AT A PRICE OF EURO 6.90 PER SHARE

Cesena (Italy), 1st June 2017 – Further to the press release issued on 31th May 2017, Wellness Holding S.r.l. (“Wellness Holding”) confirms that the placement of no. 16,000,000 ordinary shares of Technogym S.p.A. (the “Company”), equal to 8% of the share capital of the Company, has been successfully completed at a price of Euro 6.90 per share and for an aggregate consideration of Euro 110,400,000.

The transaction has been carried out through an accelerated bookbuilding process addressed to qualified investors in Italy and foreign institutional investors. The closing of the transaction (delivery of the shares and payment of the consideration) will take place on 5th June 2017.

Mediobanca – Banca di Credito Finanziario S.p.A. acted as Sole Bookrunner.
Through the transaction Wellness Holding aimed to meet investors’ expectations for an increase of the free float and a greater liquidity of Technogym shares, on one side, and to obtain financial resources in order to pursue new investment opportunities, on the other side, while maintaining the position of controlling shareholder of Technogym.

As a result of the transaction, Wellness Holding now holds no. 104,000,000 ordinary shares of the Company, equal to 52.0% of the share capital of the Company.
This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, South Africa, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States (including its territories and dependencies, any State of the United States and the District of Columbia). The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration thereunder or pursuant to an available exemption therefrom. Neither this document nor the information contained herein constitutes or forms part of an offer to sell, or the solicitation of an offer to buy, securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction.
In member states of the European Economic Area (“EEA”) which have implemented the Prospectus Directive (each, a “Relevant Member State”), this announcement and any offer if made subsequently is directed exclusively at persons who are “qualified investors” within the meaning of the Prospectus Directive (“Qualified Investors”). For these purposes, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated; any other persons in the United Kingdom should not take any action on the basis of this announcement and should not act on or rely on it. This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

In connection with any offering of the shares of Technogym S.p.A. (the “Shares”), the Sole Bookrunner and any of its affiliates acting as an investor for its own account may take up as a proprietary position any Shares and in that capacity may retain, purchase or sell for their own account such Shares. In addition the Sole Bookrunner or its affiliates may enter into financing arrangements and swaps with investors in connection with which the Sole Bookrunner (or its affiliates) may from time to time acquire, hold or dispose of Shares. The Sole Bookrunner does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

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