Verona, December 30, 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, following the press releases of September 25, 2024 and October 28, 2024 announces that today the deed of merger by incorporation of the wholly owned subsidiary Creactives S.p.A. (“Merged Company”) into Creactives Group, under the terms set forth in the merger plan approved on October 28, 2024 (“Merger”), which was filed on the same date with the competent Companies Register.
It should be noted that the Merger was approved by the shareholders’ meeting of the Company on October 28, 2024, and on the same date it was also approved by the shareholders’ meeting of the Merged Company.
The Merger is part of a process of rationalization of corporate structures and simplification of business and financial relations of the Company and the group, aimed at achieving a major reduction in operating costs.
It should also be noted that since the conditions for the so-called “simplified” Merger set forth in Article 2505 of the Italian Civil Code have been met, no shares of the Company will be allotted in exchange for the shares held in the Merged Company, which will therefore be cancelled, and no increase in the share capital of Creactives Group to service the exchange will take place, nor will there be any change in the number and characteristics of the outstanding Creactives Group shares, nor will any cash adjustment be attributed.
The legal effects of the Merger pursuant to Article 2504-bis, co. 2, of the Italian Civil Code, will take effect from the date on which the last of the registrations prescribed by Article 2504, of the Italian Civil Code, will be made at the Companies Register. The Company will promptly notify the market of the effective date of the legal effects of the Merger. Pursuant to Article 2504-bis, co. 3, of the Civil Code, the operations of the Merged Company will instead be charged to Creactives Group effective July 1, 2024.
For a more detailed description of the terms of the Merger, please refer to the press releases and other documents deposited and made public at the Company’s registered office and on the website at www.creactivesgroup.com, Investor Relations section.
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It should also be noted that on today’s date, the certificate pursuant to Article 2444 of the Italian Civil Code that the paid capital increase approved by the Board of Directors on December 10, 2024 in exercise of the resolution conferred by the Shareholders’ Meeting of October 28, 2020, addressed to qualified and institutional investors, was also filed with the Verona Companies Register.
Following the announcement on December 11, 2024, the new composition of the share capital as a result of the subscription of 630.000 new ordinary shares placed at a price of Euro 2,50 (of which Euro 0,02 to share capital and Euro 2,48 to share premium) per share, for a total value of Euro 1.575.000,00 (including share premium), is shown below:
| Current share capital | Previous share capital | Change | |||||||
| Euro | No. Shares | Nominal unit value | Euro | No. Shares | Nominal unit value | Euro | No. Shares | Nominal unit value | |
| TOTAL | 287.556 | 13.102.000 | Without nominal value indication | 274.956 | 12.472.000 | Without nominal value indication | +12.600 | +630.000 | – |
| Ordinary shares | 287.556 | 13.102.000 | Without nominal value indication | 274.956 | 12.472.000 | Without nominal value indication | +12.600 | +630.000 | – |
Pursuant to Article 26 of the Euronext Growth Milan Issuers’ Regulations, the Company announces, to the best of its knowledge, that as of today’s date the shareholding structure is as follows:
| No. Shares | % Share Capital | |
| Paolo Gamberoni | 2.135.136 | 16,30% |
| Adriano Garibotto | 2.120.136 | 16,18% |
| Add Value Group srl | 2.108.332 | 16,09% |
| Francesco Bellomi | 1.409.190 | 10,76% |
| Giandomenico Sica | 1.049.500 | 8,01% |
| Misha Grosso | 954.004 | 7,28% |
| Free float | 3.325.702 | 25,38% |
| TOTAL | 13.102.000 | 100,00% |
The new text of Creactives Group’s bylaws was filed today with the Verona Companies Register in order to incorporate the new composition of the Company’s share capital, and will be made available on the Company’s website www.creactivesgroup.com, section “Investor Relations/Corporate Documents”, as well as on the website of Borsa Italiana S.p.A.