Approval of the issuance of a bond for a maximum amount of up to €1.000.000
Approval of the financial calendar fiscal year 2024-2025
Valuation of independence in accordance with Article 6-bis of the EGM Issuers’ Regulations
Verona, July 19, 2024. Creactives Group S.p.A. (“Creactives Group” or the “Company”) (ISIN IT0005408593 – ticker: CREG), an international company and Innovative SME, listed on Euronext Growth Milan – Professional Segment (“Euronext Growth Milan Pro”), that develops Artificial Intelligence technologies to address real-life business problems in the Supply Chain, announces that the Board of Directors of the Company, which met today, resolved on the following issues:
Issuance of a bond up to a maximum of €1.000.000
Pursuant to the provisions of the Company’s Articles of Association and for the purposes of Articles 2410 et seq. of the Italian Civil Code, the Board of Directors resolved to issue, in one or more tranches, the non-convertible bond named “CREG – 7% 2024 – 2026” (the “Loan”), up to a maximum of €1.000.000,00 represented by 40 bonds with a nominal value of €25.000,00 each (“Bonds”).
The issuance of the Loan is part of the strategy to obtain new financial resources useful for the performance of the core business and to support the Company’s growth and, in particular, to support the growth plan through the consolidation of the market shares achieved also by external lines.
The main terms and conditions of the Loan – as set out in the Regulations (“Loan Regulations”) also approved today by the Board of Directors – are as follows:
- maximum total amount: €1.000.000,00;
- type of bonds: non-convertible and unsubordinated bonds;
- form: registered bonds issued in paper form in accordance with the law; the bonds may be grouped into one or more certificates representing them at the option of the bondholders, who may also obtain from the Company, subject to the minimum denomination, the splitting of a certificate into several certificates;
- minimum denomination: €25.000,00 (twenty-five thousand);
- number of bonds: maximum of 40 bonds;
- issue date: by July 31, 2024 (ordinary term) (“Issue Date”);
- mode of issuance: in one or more tranches;
- duration: 24 months;
- issue price: at par;
- interest rate/coupon: the bonds will bear interest at a fixed annual gross nominal rate of 7%;
- redemption: subject to assumptions of early, mandatory redemption and events of default, redemption will take place, bullet on the maturity date;
- redemption price at maturity: at par;
- applicable law and place of jurisdiction: Italian law and Verona place of jurisdiction.
The Bonds will be issued exempt from the obligation to publish an offering prospectus pursuant to and in accordance with applicable regulations. As of today, there are no plans to admit them to trading on a regulated market or multilateral trading facility. The Company reserves the right to do so if the conditions are met or at the request of bondholders.
Due to this resolution, the Company announces that it will initiate the first offering period that will open on July 22, 2024 and close on July 26, 2024 providing for an issue date of July 31, 2024.
The outcomes of the first subscription tranche of the Loan will be announced at the end of the first offering period and simultaneously with the Issue Date.
If the Loan is not fully subscribed by the Issue Date, there is an option to subscribe for it by December 31, 2024.
Approval of the financial calendar fiscal year 2024-2025
The financial calendar for 2024-2025 will be as follows:
| September 25, 2024 | Board of Directors meeting approving the draft Financial Statements and Consolidated Financial Statements as of June 30, 2024 |
| October 25, 2024 | Ordinary Shareholders’ Meeting approving the annual Financial Statements and presenting the Consolidated Financial Statements as of June 30, 2024 |
| March 26, 2025 | Board of Directors meeting approving the Consolidated half-year Financial Report as of December 31, 2024; voluntarily subjected to a limited audit |
The Society will promptly notify any changes to the announced dates.
Valuation of independence in accordance with Article 6-bis of the EGM Issuers’ Regulations
The Board of Directors assessed the independence of independent director Saverio Merlo, verifying, pursuant to Article 6-bis of the Euronext Growth Milan Issuers’ Regulations, the existence of the independence criteria, also taking into account the quantitative and qualitative criteria of relationships potentially relevant to the evaluation of independent directors, approved by the Board on March 27, 2024.
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