Verona, December 10, 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, today, the Board of Directors met in notarial session and resolved to partially execute the proxy granted pursuant to Article 2443 of the Civil Code for a maximum amount of Euro 20.000.000,00, inclusive of share premium, by the Extraordinary Shareholders’ Meeting of the Company held on October 28, 2020, partially amended by the Shareholders’ Meeting held on November 24, 2022, and, accordingly, to increase the share capital of the Company for cash and in divisible form, by a maximum amount of Euro 5.000.000,00, inclusive of share premium, with the exclusion of option rights pursuant to Article 2441, paragraph 5, of the Civil Code, through the issuance of a maximum of 2.000.000 new ordinary shares of the Company (“New Shares”), with no indication of par value and with the same characteristics as those already in circulation as of the issue date with regular dividend rights (“Capital Increase”), with a final subscription deadline of June 30, 2025.
The Capital Increase is proposed for subscription at a price of Euro 2,50 per New Share, of which Euro 0,02 is to be charged to share capital and Euro 2,48 is to be charged to share premium. This price was determined using as a reference criterion the weighted average of official prices for the last 6 months preceding the date of December 9, 2024, which is approximately Euro 2,57, and then applying to this average a discount of approximately 3%. It should be noted that the Board of Statutory Auditors issued a positive opinion in compliance with the provisions of Article 2441, paragraph 6, of the Italian Civil Code.
The purpose of the Capital Increase is to quickly and efficiently raise new resources to strengthen the Company’s capital structure and support its growth and development projects, enabling leading investors to enter the Company’s share capital.
As a result of the Capital Increase resolution, the Company therefore announces the launch of an Accelerated Bookbuilding (“ABB”) procedure concerning the maximum 2.000.000 New Shares at a price of Euro 2,50 per New Share to be reserved exclusively for subscription to qualified and institutional investors as defined pursuant to Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017.
The ABB will commence immediately and will end on December 12, 2024, unless earlier closure is announced by the Company. The Company will give timely notice of its outcome. In view of the divisible nature of the Capital Increase, the Company reserves the right to open additional placement periods if any unsubscribed New Shares remain at the outcome of the ABB.
The New Shares will be admitted to trading on Euronext Growth Milan Pro in the same manner as the shares already outstanding and in accordance with applicable legal and regulatory provisions.
The Explanatory Report of the Board of Directors and the opinion of the Board of Statutory Auditors prepared pursuant to Article 2441, paragraph 6, of the Italian Civil Code will be made available on the website www.creactivesgroup.com, “Investor Relations” section.
As part of the transaction, EnVent Italia SIM S.p.A. is acting as Global Coordinator of the transaction, while the Company is being assisted by ADVANT Nctm as legal advisor and CDI Global Italy as Financial Advisor.
EXPLANATORY REPORT OF THE BOARD OF DIRECTORS (10-12-2024) (IT)
OPINION OF THE BOARD OF STATUTORY AUDITORS (10-12-2024) (IT)