Making reference to the purchase (the “Purchase”) by Engineering – Ingegneria Informatica S.p.A. (“Engineering”) through a wholly owned corporate vehicle (the “Purchaser”) of a stake equal to 43.209% (45.630% fully diluted of the treasury shares) of Be Shaping the Future S.p.A., a company listed on the Euronext STAR Milan segment organized and managed by Borsa Italiana (“Be”) owned by a group of shareholders (collectively, the “Sellers”), which includes: Tamburi Investment Partners S.p.A. (“TIP” - tip.mi), Stefano Achermann and his subsidiary Innishboffin S.r.l., Carlo Achermann and his subsidiary Carma Consulting S.r.l., as described in the press releases dated 11 February, 1 May, 3 May, 20 May and 20 June 2022, we hereby make the following announcement.
It is firstly reminded that one of the conditions precedent to the completion of the Purchase was the completion of the agreements with shareholders of Be (other than the Sellers) concerning the commitment to transfer further Be shares to the Purchaser which, added to the shares acquired from the Sellers, would result in a total shareholding in Be equal to more than 50% of the Be’s share capital. As previously communicated on 3 May 2022, the shareholders of Be Andrea Angrisani, Giancarlo Angrisani, Angelini Partecipazioni Finanziarie S.r.l., Gabriella Benetti, Blue Lake Sicav – SIF, Rüdiger Borsutzki, Marco Bosco, Francesco Scarnera and Patrizio Sforza (the “Additional Sellers”) had already submitted letters to Engineering (copying TIP and Be) containing unilateral conditional undertakings to sell additional Be shares to Engineering representing a total of 7,998% of the share capital of Be (8,446% fully diluted of treasury shares), at the unitary purchase price equal to Euro 3.45 per share, assuming the payment of the dividend approved by the shareholders' meeting in the amount of Euro 0.03 per share (the “Irrevocable Undertakings”).
On 29 June 2022, Engineering formally accepted all the Irrevocable Undertakings by means of letters of acceptance sent to the above mentioned Additional Sellers.
Lastly, it is reminded that, as previously announced on 20 June 2022, the completion of the Purchase and the consequent launch of the mandatory tender offer on the remaining ordinary shares of Be pursuant to Articles 102 and 106 of Legislative Decree no. 58/1998 remain subject to the fulfilment of all the other conditions precedent referred to therein by no later than 31 December 2022.