EQS-News: Voluntary tender offer for all ordinary shares of NEXT RE SIIQ S.p.A.
Source: EQS|
(société anonyme) 40, rue de la Vallée L-2661 Luxembourg
Press Release –
Luxembourg,
THE DISCLOSURE, PUBLICATION OR DISTRIBUTION OF THIS COMMUNICATION IS PROHIBITED IN OR TO
Communication pursuant to Article 102, paragraph 1 of Legislative Decree No. 58 of
Pursuant to and for the purposes of Article 102, paragraph 1, of Legislative Decree No. 58 of NEXT RE is an Italian listed real estate investment company with shares traded on Euronext Milan, organized and managed by As of the date of this Communication, the Issuer's share capital amounts to (i) 11,013,054 ordinary shares with no par value admitted to listing and traded on the regulated market Euronext Milan organized and managed by (ii) 11,012,055 class "B" shares ("Class In particular, the Offeror, in concert with the Persons Acting in Concert (as defined in Paragraph 2.2 below), intends to promote a voluntary public tender offer, pursuant to Articles 102 and 106, paragraph 4, of the TUF, covering all of the Issuer's Shares, less (a) the 6,561,263 Listed Shares held directly by the Offeror as of the date of this Communication (equal to 49.997% of the Issuer's share capital); (b) 11,012,055 Class The Offer therefore concerns a maximum of 4,413,586 Listed Shares, representing approximately 20.04% of the Issuer's share capital and 40.22% of the voting rights at the Issuer's ordinary shareholders' meetings ("Shares Subject to the Offer"), and is aimed at obtaining the delisting of the Shares from Euronext Milan, organized and managed by The offer document, to be filed with CONSOB within the twentieth day following the date of this Communication, will be published by the Offeror pursuant to Article 102, paragraph 4, of the TUF. It should be noted that, pursuant to Article 101-bis, paragraph 3, letter c) of the TUF, the Offeror is not subject to the disclosure obligations towards employees or their representatives provided for by the TUF, as it individually and directly holds the majority of the voting rights exercisable at the Issuer's ordinary shareholders' meeting. The legal requirements and essential elements of the Offer are set out below. For any further information and for a complete description and evaluation of the Offer, please refer to the offer document that will be prepared on the basis of Annex 2A of the Issuers' Regulations and made available to the market in the manner and within the time limits prescribed by applicable law (the "Offer Document").
The Offer consists of a voluntary public tender offer for all of the Shares, pursuant to Articles The Offer is subject to the Conditions of Effectiveness referred to in Paragraph 3.3 below, which may be further detailed in the Offer Document.
The Offeror's company name is " The Offeror is a société anonyme incorporated under the laws of the Pursuant to Article 3 of the Offeror's articles of association, the duration of the Offeror is indefinite. As of the date of this Communication, the Offeror's share capital amounts to To the best of the Offeror's knowledge, as of the date of this Communication, the Offeror's share capital is held, directly and indirectly, as follows:
(*) The calculation of voting rights reflects the holding of treasury shares, whose voting rights are suspended. (**) Indirectly held through Efimacor S.à r.l., Ravento S.à r.l.,
The person acting in concert with the Offeror pursuant to Article 101-bis, paragraph 4-bis, letter b) of the TUF is Mr. Radovan Vítek, as the person who indirectly controls (through Efimacor S.à r.l., Ravento S.à r.l., The Offeror will in any case be the only entity promoting the Offer and purchasing the Shares, as well as assuming the financial costs arising from the payment of the Offer Consideration (as defined below).
The Issuer's name is "Next Re SIIQ S.p.A.". The Issuer is a joint-stock company incorporated under Italian law with registered office in Pursuant to Article 3 of the Articles of Association, the Issuer's term is set until As of the date of this Communication, the Issuer's share capital amounts to (i) 11,013,054 Listed Shares; and (ii) 11,012,055 Class (a) they do not confer the right to attend or vote at the Company's ordinary shareholders' meeting or to request that such a meeting be convened; (b) without prejudice to the provisions of Article 24 below, they confer the same right to participate in the profits of ordinary shares, which will be automatically and proportionally reduced to the extent necessary so that the right to participate in the profits of each shareholder holding Class (c) they are freely available and convertible into ordinary shares at a ratio of 1:1 (i) automatically (without the need for a resolution by the Company's shareholders' meeting) in the event of: (aa) transfer of Class (ii) upon request by the holder of the same, to be sent to the Chairman of the Company's Board of Directors and copied to the Chairman of the Class Both Listed Shares and Class As of the date of this Communication, the Issuer has not issued any securities conferring special control rights. Furthermore, the Articles of Association do not provide for shares with increased or multiple voting rights. As of the date of this Communication, the Issuer holds 38,205 treasury shares equal to 0.17% of the share capital for which, pursuant to Article 2357-ter, second paragraph, of the Italian Civil Code, voting rights are suspended. The following are the entities which, based on the communications disclosed pursuant to Article 120, second paragraph, of the TUF and Part III, Title III, Chapter I, Section I of the Issuers' Regulations, as published on the Consob website on the Date of the Offer Document, hold, directly or indirectly, significant shareholdings in the Issuer's share capital:
Please note that the percentages shown above are taken from the website www.consob.it and are derived from the communications made by shareholders pursuant to Article 120 of the TUF; therefore, as specified therein, the percentages may not be in line with the data processed and made public by different sources, where the change in shareholding did not entail disclosure obligations on the shareholders. The Issuer is controlled by law, pursuant to Article 2359, paragraph 1, number 1) of the Italian Civil Code, by Radovan Vítek through the Offeror. The Issuer is controlled, pursuant to Article 93 of the TUF, by the Offeror with a total shareholding of approximately 79.79% of the share capital. The Issuer is subject to management and coordination (direzione e coordinamento) by the Offeror. As of the date of the Offer Document, there are no shareholders' agreements relevant pursuant to Article 122 of the TUF relating to the Issuer.
The Offer is the means by which the Offeror intends to acquire all of the Shares Subject to the Offer and, consequently, proceed with the Delisting of the Issuer. Therefore, if the relevant conditions are met, the Offeror does not intend to restore a free float sufficient to ensure the regular trading of the Shares. In particular, the Offer is instrumental in reducing the Issuer's administrative costs and expenses. The Delisting will enable the Issuer to pursue its objectives in a market context and legal framework characterized by greater managerial and organizational flexibility, with faster decision-making and execution times, while also benefiting from reduced management costs. From the Offeror's point of view, the Delisting is part of the Group's program to simplify and rationalize its shareholding structure, with the objectives of transparency and efficiency. The proposed delisting is not an isolated transaction, but rather a natural continuation of a consolidated and publicly communicated strategy of integration and simplification within the Group. It also represents a necessary step in response to the ongoing attention of external stakeholders on corporate transparency and structural simplification. The delisting may result from the fact that the Shares tendered in the Offer - added to those held by the Offeror and Persons Acting in Concert, the Treasury Shares and any Shares purchased by the Offeror and Persons Acting in Concert outside the Offer itself in accordance with applicable regulations - exceed 90% of the share capital represented by the Issuer's Listed Shares. If the Delisting is not achieved as a result of the Offer (including any Reopening of the Terms, as defined below, and/or the fulfillment of the purchase obligation pursuant to Article 108, paragraph 2, of the TUF, the fulfillment of the purchase obligation pursuant to Article 108, paragraph 1, of the TUF, and the exercise of the purchase right pursuant to Article 111 of the TUF), the Offeror intends to achieve the objective of Delisting, subject to the relevant approval by the competent corporate bodies, through the merger by incorporation of the Issuer with an unlisted subsidiary of the Offeror, to be established for this purpose (the "Merger for Delisting"). Upon completion of the Merger for Delisting, holders of Listed Shares who do not exercise their right of withdrawal would become holders of a stake in the share capital of an unlisted company. It should be noted that the Offeror's shareholding at the date of this Communication is already sufficient to ensure that it will have the power to cast a sufficient number of votes at the Issuer's extraordinary shareholders' meeting to approve the Merger for Delisting. In any case, the Offeror reserves the right to evaluate in the future, at its discretion, the implementation of any further extraordinary transactions and/or corporate and business reorganizations deemed appropriate, in line with the objectives and reasons for the Offer, both in the absence of delisting of the Issuer's Listed Shares and in the event of delisting. In the latter case, the Offeror reserves the right to proceed, subject to the relevant approval by the competent corporate bodies, with the merger of the Issuer with a subsidiary of the Offeror that is not listed and is to be established for this purpose (the "Post-Delisting Merger"). In any case, it is understood that, as of the date of this Communication, no decisions have been taken by the competent bodies of the companies that may be involved regarding the implementation of any Merger for Delisting or any Post-Delisting Merger, nor regarding the related methods of execution. Furthermore, through the Offer, the Offeror intends to give shareholders holding Listed Shares of the Issuer the opportunity to sell the Listed Shares on terms more favorable than those offered by the market, taking into account the level of liquidity and market performance of the security. In this regard, it should be noted that the Consideration incorporates: (i) a premium of 3.45% over the official price of the Listed Shares on It should also be noted that, upon the Offeror reaching, following the completion of the Offer, a percentage of the Issuer's share capital exceeding 60% of the voting rights at the ordinary shareholders' meeting and 60% of the profit participation rights (the so-called control requirement), the SIIQ status and the related tax regime will cease to apply to the Issuer. In particular, the loss of SIIQ status will result in the loss of the tax benefits associated with that regime, including exemption from income tax and regional tax on productive activities (IRAP) on income from leasing activities and any other income or capital gains from real estate; furthermore, without prejudice to dividends accrued up to the date on which the SIIQ regime is no longer applicable, the Issuer will no longer be required to distribute dividends formed with profits generated outside the SIIQ regime. Furthermore, following the Delisting, the Offeror may consider taking the necessary steps to reorganize the Issuer, which may be achieved, inter alia, by:
The Offeror does not exclude the possibility of evaluating in the future the implementation of extraordinary transactions and/or corporate reorganization (in addition to the possible merger) and business transactions deemed appropriate, in line with the objectives and reasons for the Offer, as well as with the Offeror's growth and development objectives, also for the purpose of allowing possible internalization of management. For a more detailed description of the objectives of the Offer, please refer to the Offer Document, which will be drawn up and made available to the public in accordance with the timing and procedures set forth in applicable laws.
The Offer concerns 4,413,586 Shares, representing all of the Shares (other than those already held by the Offeror - including Category B Shares - and by Persons acting in concert with the Offeror) in circulation (excluding Treasury Shares); the Shares Subject to the Offer represent approximately 20.04% of the Issuer's share capital and 40.22% of the voting rights at the Issuer's ordinary shareholders' meetings, have no par value, carry regular dividend rights, and are fully paid up. The Offer is addressed indiscriminately and on equal terms to all shareholders of the Issuer and is subject to the Conditions of Effectiveness, as set out below. The Shares tendered in acceptance of the Offer must be freely transferable to the Offeror and free from any encumbrances or liens of any kind or nature, whether real, obligatory, or personal. As of the date of this Communication, the Issuer has not issued any bonds convertible into shares, warrants and/or financial instruments that confer voting rights, even limited to specific matters, at ordinary and extraordinary shareholders' meetings of Next RE, and/or financial instruments that may confer on third parties in the future any commitment to issue convertible bonds or any proxy that confers on the Issuer's board of directors the power to resolve the issue of bonds convertible into shares of the Issuer. During the Acceptance Period (as defined below), as possibly reopened following the Reopening of the Terms (as defined below) or extended, the Offeror reserves the right to purchase Shares outside the Offer, to the extent permitted by applicable law. Furthermore, the number of Shares Subject to the Offer may be reduced as a result of the purchase of Shares by the Offeror or by any persons acting in concert with the Offeror prior to the commencement of the Offer Period (as defined below), in accordance with applicable laws and regulations. Any purchases of Shares outside the Offer will be disclosed to the market in accordance with Article 41, paragraph 2, letter c) of the Issuers' Regulations. The Offer is addressed, without distinction and on equal terms, to all holders of Shares.
The Offeror will pay each participant in the Offer a consideration of The Consideration is understood to be cum dividend and has therefore been determined on the assumption that the Issuer will not approve and implement any ordinary or extraordinary distribution of dividends drawn from profits or reserves prior to the date of payment of the Consideration itself. The Consideration is net of stamp duty, if due, and fees, commissions, and expenses, which will be borne by the Offeror. Any substitute tax on capital gains, if due, will be borne by the participants in the Offer. The Consideration has been determined by the Offeror on the basis of public data. It should be noted that, in determining the Consideration, no appraisals prepared by independent parties or aimed at assessing its fairness were obtained and/or used. The Consideration incorporates the following premiums with respect to the volume-weighted average of the official prices of the Issuer's Listed Shares in the reference periods considered below:
Source Bloomberg
The maximum total outlay, in the event of full acceptance of the Offer, will therefore be equal to The Offeror intends to cover the Maximum Total Outlay using its own funds, without incurring financial debt. The Offeror declares, pursuant to Article 37-bis of the Issuers' Regulations, that it is in a position to fully meet all payment obligations for the Consideration, up to the Maximum Total Outlay.
In addition to Consob's authorization to publish the Offer Document, the Offer is subject to the occurrence (or waiver, as provided below) of each of the following conditions of effectiveness, which may be further detailed in the Offer Document (the "Conditions of Effectiveness"):
The Offeror has identified the acceptance threshold referred to in letter a) above based on its desire to delist the Issuer. If the Threshold Condition is not met, the Offeror reserves the unquestionable right to waive this Threshold Condition and to purchase a smaller number of Listed Shares. The Offeror reserves the right to waive or modify, in whole or in part, one or more of the Conditions of Effectiveness at any time and at its sole discretion, in accordance with the provisions of Article 43 of the Issuers' Regulations, giving notice thereof in accordance with Article 36 of the Issuers' Regulations. Pursuant to Article 36 of the Issuers' Regulations, the Offeror shall notify the fulfillment or non-fulfillment of the Conditions of Effectiveness or, if one or more Conditions of Effectiveness have not been fulfilled, any waiver thereof, giving notice within the following terms: a) with regard to the Threshold Condition, preliminarily, with the press release on the provisional results of the Offer, which will be released by the evening of the last day of the Acceptance Period and, in any case, by b) with regard to all other Conditions of Effectiveness, by If even one of the Conditions of Effectiveness is not met and the Offeror does not exercise its right to waive it, the Offer will not be completed. In this scenario, any Listed Shares tendered to the Offer will be returned to their respective owners by the trading day following the date on which the failure to complete the Offer is announced. The Listed Shares will be returned to their respective owners without any charges or expenses being incurred by them.
The period for accepting the Offer (the "Acceptance Period") will be agreed upon by the Offeror with Consob and The terms and conditions for acceptance of the Offer will be described in the Offer Document. Acceptance of the Offer by the holders of the Shares (or their representatives with the necessary powers) during the Acceptance Period or during the Reopening of the Terms (where applicable), is irrevocable, except as provided for in Article 44, paragraph 7 of the Issuers' Regulations, which expressly provides for the revocability of acceptances after the publication of a competing offer or a relaunch. Consequently, the Shares tendered in acceptance of the Offer will remain bound to the Offer until the date of payment of the Consideration, and the participants may exercise all the pecuniary and administrative rights pertaining to said Shares, but may not transfer, in whole or in part, or otherwise dispose of (including pledging or other encumbrances or restrictions) the Shares tendered in acceptance of the Offer. During the same period, the Offeror shall not be liable for interest on the Consideration.
Payment of the Consideration to the holders of the Listed Shares tendered in acceptance of the Offer, together with the transfer of ownership of said Listed Shares, will be made in cash on the fifth trading day following the end of the Acceptance Period, as identified in the Offer Document, subject to any extensions or amendments to the Offer that may occur in accordance with applicable laws or regulations. In the event of a Reopening of the Terms, payment of the Offer Consideration for the Shares tendered during the Reopening of the Terms will be made on the fifth trading day following the closing of the Reopening of the Terms.
In compliance with the limits imposed by applicable regulations and, in particular, the limits and procedures set forth in Article 43 of the Issuers' Regulations, the Offeror reserves the right, at any time and at its sole discretion, to amend, in whole or in part, the terms and conditions of the Offer, as well as to extend the Acceptance Period, by the trading day prior to the date set for the closing of the Acceptance Period. In the event of changes to the Offer, the Acceptance Period may not close earlier than 3 (three) trading days from the date of publication of the change.
Since the Offer is a voluntary public tender offer for all shares, no form of allocation is envisaged.
Obligation to purchase and possible restoration of the free float pursuant to Article 108, paragraph 2, of the TUF and right to restore the free float. If, as a result of the Offer, the Offeror (together with the Persons Acting in Concert) comes to hold, as a result of acceptances of the Offer and any purchases made outside the Offer, pursuant to applicable regulations, by the end of the Acceptance Period, as may be extended, a total stake of more than 90% of the share capital represented by the Issuer's Listed Shares, but less than 95% of the Issuer's share capital, the Offeror hereby declares its intention not to restore a free float sufficient to ensure the regular trading of the Listed Shares. It should be noted that, for the purposes of calculating the threshold provided for in Article 108, paragraph 2, of the TUF, the Issuer's own shares are added to the total shareholding held by the Offeror and the Persons Acting in Concert, considered jointly. If the conditions are met, the Issuer will therefore fulfill its obligation to purchase the remaining Shares from the Issuer's shareholders who have requested it pursuant to Article 108, paragraph 2, of the TUF (the "Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF"). The consideration for the completion of the Purchase Obligation procedure pursuant to Article 108, paragraph 2, of the TUF will be determined pursuant to Article 108, paragraphs 3 or 4, of the TUF, based on the number of Shares tendered to the Offer, and may be, as the case may be, equal to the Consideration or determined by Consob according to the criteria set forth in Article 50, paragraphs 4 and 5, of the Issuers' Regulations. The Offeror shall indicate in the press release relating to the final results of the Offer, which shall be published by the Offeror pursuant to Article 41, paragraph 6, of the Issuers' Regulations (the "Press Release on the Results of the Offer"), whether the conditions for the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF are met. In this case, the Press Release on the Results of the Offer will contain information regarding (i) the quantity of remaining Shares (in terms of both number of Shares and percentage value in relation to the Issuer's entire share capital); (ii) the methods and terms by which the Issuer will fulfill the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF; and (iii) the methods and timing of the Delisting of the Shares. It should be noted that, following the occurrence of the conditions for the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF, Therefore, following the fulfillment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF, the Listed Shares will be delisted and the Issuer's shareholders who have decided not to tender their Listed Shares and who have not requested the Issuer to purchase their Shares, pursuant to Article 108 of the TUF, will be holders of financial instruments not traded on any regulated market. Obligation to Purchase and possible restoration of the free float pursuant to Article 108, paragraph 1, of the TUF and exercise of the Right to Purchase If, as a result of the Offer, the Offeror (together with the Persons Acting in Concert) comes to hold, as a result of acceptances of the Offer and any purchases made outside the Offer pursuant to applicable regulations, by the end of the Acceptance Period, as may be extended, or as a result of the fulfillment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF, a total stake of at least 95% of the Issuer's share capital, the Offeror hereby declares its intention to exercise its right to purchase the remaining Shares pursuant to Article 111 of the TUF (the "Purchase Right"). It should be noted that, for the purposes of calculating the threshold provided for in Article 108, paragraph 1, of the TUF and Article 111 of the TUF, the Treasury Shares held by the Issuer are added to the total shareholding held by the Offeror and the Persons Acting in Concert, considered jointly. The Offeror, where the conditions are met, by exercising the Purchase Right, will also fulfill the purchase obligation referred to in Article 108, paragraph 1, of the TUF, towards the Issuer's shareholders who have requested it (the "Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF"), thus initiating a single procedure (the "Joint Procedure"). The consideration due for the Listed Shares purchased through the exercise of the Right of Purchase and the fulfillment of the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF will be determined pursuant to Article 108, paragraphs 3 or 4, of the TUF, based on the number of Shares tendered to the Offer, and may, depending on the case, be equal to the Consideration or determined by Consob according to the criteria set forth in Article 50, paragraphs 4 and 5, of the Issuers' Regulations. The Right of Purchase will be exercised as soon as possible after the conclusion of the Offer or the procedure for the fulfillment of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF. The Offeror shall disclose, within the terms of the law, whether or not the conditions for exercising the Purchase Right have been met. If so, information shall also be provided on: (i) the quantity of the remaining Shares (in terms of both the number of Shares and the percentage value in relation to the entire share capital); (ii) the manner and terms under which the Offeror will exercise the Purchase Right and simultaneously fulfill the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF, initiating the Joint Procedure; and (iii) the manner and timing of the Delisting of the Issuer's Listed Shares. Pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulations, in the event of the exercise of the Purchase Right,
Merger for Delisting If, following the Offer (as possibly extended and/or including any Reopening of the Terms), the conditions for the delisting of the Issuer's Listed Shares are not met and, therefore, the Delisting is not achieved, the Offeror intends to propose to the competent bodies of the Issuer and the Offeror to pursue the Delisting through the Merger for Delisting, it being understood that, as of the date of this Communication, no decisions have been taken by the competent bodies of the companies that may be involved in the possible Merger, nor regarding the related implementation procedures. In the event that the Issuer were to be subject to the Merger for Delisting without the delisting of the Listed Shares, the shareholders of the Issuer who did not participate in the resolution approving the Merger for Delisting would be entitled to withdraw pursuant to Article 2437-quinquies of the Italian Civil Code, since, in such a case, they would receive shares not listed on a regulated market in exchange. In this case, the liquidation value of the shares subject to withdrawal would be determined pursuant to Article 2437-ter, paragraph 3, of the Italian Civil Code, with exclusive reference to the arithmetic mean of the closing prices in the six months preceding the publication of the notice convening the shareholders' meeting whose resolutions legitimize the withdrawal. In this regard, it should be noted that the Merger for Delisting would be a transaction between related parties subject to the relevant applicable regulations. In particular, pursuant to the procedure on related party transactions (the "OPC Procedure") adopted by the Issuer and Consob Regulation no. 17221/2010, as subsequently amended, the Merger for Delisting project would be approved by the Issuer's Board of Directors subject to a reasoned favorable opinion from the Issuer's related parties committee (the "Independent Committee"). If the opinion of the Independent Committee is not favorable, the approval resolution of the shareholders' meeting could not be adopted unless the Merger for Delisting is also approved by a majority vote of the unrelated shareholders present at the meeting, provided that they represent at least 10% of the share capital with voting rights (the "whitewash"). Therefore, following the Merger for Delisting, if completed, the Issuer's shareholders who decide not to exercise their right of withdrawal would hold financial instruments that are not traded on any regulated market, with the consequent difficulty of liquidating their investment in the future.
Post-Delisting Merger Without prejudice to the foregoing, in the alternative scenario in which the Issuer were to be subject to a Post-Delisting Merger - aimed, where applicable, at shortening the chain of control and simplifying the corporate structure - shareholders of the Issuer who did not participate in the resolution approving the Post-Delisting Merger would be entitled to withdraw only if one of the conditions set forth in Article 2437 of the Italian Civil Code were met. In this case, the liquidation value of the shares subject to withdrawal would be determined in accordance with Article 2437-ter, paragraph 2, of the Italian Civil Code, taking into account the Issuer's assets and income prospects, as well as the possible market value of the shares.
The Offer is being promoted in The Offer will not be promoted or disseminated, directly or indirectly, in Copies of the Offer Document, or any portion thereof, as well as copies of any document relating to the Offer, are not and shall not be sent, transmitted in any way, or otherwise distributed, directly or indirectly, in The Offer Document, as well as any other document relating to the Offer, does not constitute and cannot be interpreted as an offer of financial instruments to persons domiciled and/or resident in Participation in the Offer by persons residing in countries other than
As of the date of this Communication, the Offeror holds a total stake of approximately 79.79% of the Issuer's share capital, represented by 17,573,318 Shares, of which 6,561,263 are Listed Shares and 11,012,055 are Class The person acting in concert with the Offeror pursuant to Article 101-bis, paragraph 4-bis, letter b) of the TUF is Mr. Radovan Vítek, as the person who indirectly controls (through Efimacor S.à r.l., Ravento S.à r.l.,
The promotion and regulation of the Offer are not subject to obtaining any authorisation.
The Offer Document, press releases, and all documents relating to the Offer will be available on the Issuer's website at www.nextresiiq.it and on the Offeror's website www.cpipg.com (
The Offeror is assisted by Dentons Europe Studio Legale Tributario as legal advisor. *** WARNING The Offer is being promoted in The Offer will not be promoted or disseminated, directly or indirectly, in The Offer will be made by publishing the relevant Offer Document, subject to approval by CONSOB. The Offer Document will contain a full description of the terms and conditions of the Offer, including the methods of acceptance. Copies of the Communication, or any portion thereof, as well as copies of any document relating to the Offer (including the Offer Document), are not and shall not be sent, transmitted in any way, or otherwise distributed, directly or indirectly, in The Communication, as well as any other document relating to the Offer (including the Offer Document), does not constitute and cannot be interpreted as an offer of financial instruments to persons domiciled and/or resident in Participation in the Offer by persons residing in countries other than For further information, please contact:
Investor Relations
Manager, Capital Markets
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Disclaimer: This communication contains certain forward-looking statements with respect to the financial condition, results of operations and business of CPIPG. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “targets”, “may”, “aims”, “likely”, “would”, “could”, “can have”, “will” or “should” or, in each case, their negative or other variations or comparable terminology. Forward-looking statements may and often do differ materially from actual results. CPIPG’s business is subject to a number of risks and uncertainties that could also cause a forward-looking statement, estimate or prediction to differ materially from those expressed or implied by the forward-looking statements contained in this communication. The information, opinions and forward-looking statements contained in this communication speak only as at its date and are subject to change without notice. As a result, undue influence should not be placed on any forward-looking statement.
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| Language: | English |
| Company: | |
| 40, rue de la Vallée | |
| L-2661 Luxembourg | |
| Phone: | +352 264 767 1 |
| Fax: | +352 264 767 67 |
| E-mail: | contact@cpipg.com |
| Internet: | www.cpipg.com |
| ISIN: | LU0251710041 |
| WKN: | A0JL4D |
| Listed: | Regulated Market in |
| EQS News ID: | 2284150 |
| End of News | |
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2284150 02.03.2026 CET/CEST
