Option offer period from October 20, 2025, to November 6, 2025 (inclusive)
Option rights trading period from October 20, 2025, to October 31, 2025 (inclusive)
Verona, October 15, 2025. Creactives Group S.p.A. (“Creactives” or the “Company”) (ISIN IT0005408593 – ticker: CREG), an international company and fiscally eligible Innovative SME, listed on Euronext Growth Milan – Professional Segment (“Euronext Growth Milan Pro” or “EGM Pro”), that develops Artificial Intelligence technologies to address real-life business problems in the Supply Chain, announces the calendar of the offer relating to the capital increase with option rights (“Capital Increase”) approved by the Board of Directors on October 13, 2025, in partial execution of the mandate granted pursuant to Article 2443 of the Italian Civil Code by the Extraordinary Shareholders’ Meeting of the Company on October 28, 2020, partially amended by the Shareholders’ Meeting of November 24, 2022.
The Capital Increase consists of a paid-up and divisible increase in share capital of up to Euro 2.464.125,00, including share premium, through the issue of up to 1.642.750 ordinary shares of the Company (“New Shares”), without par value, with the same dividend rights and characteristics as the ordinary shares in circulation, to be paid up in cash at a price of Euro 1,50 per share, of which Euro 1,48 is share premium and the remainder is share capital, with a final subscription deadline of June 30, 2026.
The Capital Increase will be aimed at supporting the Company’s growth, allowing it to strengthen the financial resources necessary to implement its planned development strategy (see press release dated October 13, 2025).
A total of 13.142.000 option rights (“Option Rights”) for the subscription of New Shares (represented by coupon no.1) will be made available to those entitled through Monte Titoli S.p.A. and will have ISIN code IT0005674780. The ex-date for the aforementioned Option Rights is October 20, 2025.
The New Shares will be offered as an option to shareholders, pursuant to Article 2441, paragraph 1, of the Italian Civil Code, at a ratio of 1 New Share for every 8 shares held.
The Option Rights must be exercised, under penalty of forfeiture, during the offer period established between October 20, 2025, and November 6, 2025, inclusive (“Offer Period”). The same option rights will be negotiable on EGM Pro from October 20, 2025, to October 31, 2025, inclusive.
Subscription to the Capital Increase must be made using a specific subscription form, which must be completed, signed, and delivered to the authorized intermediary participating in the centralized management system operated by Monte Titoli S.p.A., where the rights are deposited. The subscription form will be made available by the start date of the Offer Period at intermediaries participating in the centralized management system managed by Monte Titoli S.p.A., as well as on the Company’s website www.creactives.com.
Intermediaries will be required to provide the relevant instructions to Monte Titoli by 2:00 p.m. on November 6, 2025. Therefore, each subscriber must submit a specific subscription request in the manner and within the deadline communicated by their depositary intermediary to ensure compliance with the above deadline. Acceptance of the offer will be irrevocable and cannot be subject to conditions.
Full payment for the New Ordinary Shares must be made at the time of subscription to the authorized intermediary to whom the subscription request is submitted and in accordance with the terms and conditions indicated in the subscription form itself; no additional charges or expenses will be incurred by the Company at the expense of the applicant.
The New Ordinary Shares subscribed by the end of the Offer Period will be credited to the accounts of intermediaries participating in the centralized management system operated by Monte Titoli S.p.A. at the end of the last day of the Offer Period and will be available on the same date. The New Shares will have the same characteristics as the ordinary shares currently in circulation and will be traded on EGM Pro.
Option Rights valid for the subscription of New Ordinary Shares not exercised by the end of the Offer Period (“Unexercised Rights”) will be offered, with ISIN code IT0005674772, by the Company on EGM, Pro, pursuant to Article 2441, paragraph 3, of the Italian Civil Code, for at least two trading days, unless closed early (“Stock Exchange Offer”). The start and end dates of the Stock Exchange Offer period will be disclosed to the public in a press release that will also indicate the number of Unexercised Rights covered by the Stock Exchange Offer.
Any New Shares that remain unexercised after the Offer Period and the Stock Exchange Offer may be offered by the administrative body to third parties and/or shareholders, in compliance with current legislation, by the final deadline of June 30, 2026.
The notice of option offer will be filed, in accordance with the law, with the competent Companies Register and published on the Company’s website www.creactives.com.
It is confirmed that, due to the maximum amount of Euro 2.464.125,00 (including share premium), the Capital Increase falls within one of the cases of exemption from the obligation to publish a prospectus pursuant to Article 100, paragraph 2, of Legislative Decree No. 58 of February 24, 1998, and Article 34-ter, paragraph 01, of the Regulations adopted by Consob Resolution 11971/99.
The Company is not currently aware of any binding subscription commitments (by shareholders and/or third parties) in relation to the Capital Increase.
It should also be noted that no guarantee and/or placement consortium is envisaged in relation to the Capital Increase.
The KID relating to the option rights will be published on the Creactives Group website (www.creactives.com) in the “Investor Relations/Capital Increase” section.
DOWNLOAD THE PRESS RELEASE (EN)
DOWNLOAD THE PRESS RELEASE (IT)