ESSILORLUXOTTICA: 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
20 Juli 2022 - 4:01PM
ESSILORLUXOTTICA: 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
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.
***
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