Note to Reader: This is a courtesy translation of the Italian language version of this document. The Italian language version of this document is the operative document. Luxottica Group S.p.A. assumes no responsibility or liability in relation to reliance upon the English language version.
COMPLETION OF THE PROCEDURE FOR THE EXERCISE OF THE RIGHT TO PURCHASE PURSUANT TO ARTICLE 111 OF THE TUF
DELISTING OF THE SHARES OF GIORGIO FEDON & FIGLI S.P.A. FROM THE MARKET EURONEXT GROWTH MILAN
Notice issued by Luxottica Group S.p.A. and disseminated by Giorgio Fedon & Figli S.p.A. on behalf of Luxottica Group S.p.A.
* * *
Milan, Italy (20 July 2022 – 4:00 pm CET) – Following the notice disseminated on 12 July 2022, in relation to the mandatory public tender offer launched by Luxottica Group S.p.A. (“Offeror” or “Luxottica”) pursuant to Article 106 of the TUF, as referred to in Article 9 (Provisions relating to the takeover bid) of the bylaws of Giorgio Fedon & Figli S.p.A. (“Issuer” or “Company”), on all the outstanding shares of the Issuer (“Offer”), as better described in the offer document published on 15 June 2022 (“Offer Document”), Luxottica announces that, pursuant to Article 111, paragraph 3, of the TUF, has today communicated to the Issuer the deposit on the escrow account held in the name of the Offeror with Intesa Sanpaolo S.p.A. and the availability of the amount of Euro 386,427.73, equal to the total countervalue of no. 22,691 outstanding shares - at the end of the Offer - subject to the Right to Purchase procedure (“Residual Shares”).
Terms used with a capital letter in this notice have the meaning given to them in the Offer Document.
This amount of Euro 386,427.73 is bound to the payment of the consideration for the Residual Shares.
As a result, the transfer of the ownership of the Residual Shares to the Offeror will also become effective, pursuant to Article 111, paragraph 3, of the TUF, on today’s date, with the consequent registration in the shareholders’ register by the Issuer.
The shareholders of the Residual Shares will be able to obtain payment of the consideration directly from their respective Depository Intermediaries. The Offeror’s obligation to pay the consideration for the Residual Shares shall be deemed to have been fulfilled when the relative amounts have been transferred to the Depository Intermediaries.
Shareholders will bear the entire risk that Depository Intermediaries fail to transfer such amounts to the entitled parties or delay such transfer.
Pursuant to Article 2949 of the Italian Civil Code, after the expiry of the five-year statutory limitation period from the date of the deposit of the consideration for the exercise of the Right to Purchase, the Offeror will have the right to obtain the return of the amounts deposited as consideration for the Right to Purchase and not collected by the entitled parties.
It is hereby reminded that Borsa Italiana provided for the Issuer’s shares to be delisted from the Euronext Growth Milan market as from the session of 20 July 2022, after being suspended from trading during the sessions of 18 and 19 July 2022.