Milan, Sept. 13, 2022 – EEMS Italia S.p.A. (“EEMS Italia” or the “Company”), an Italian company active as a wholesaler in the energy market, listed on the Euronext Milan market organized and managed by Borsa Italiana S.p.A., hereby announces that it has today signed an agreement with Negma Group Investment LTD, a professional investor based in Dubai (“Negma” or the “Investor”), a new investment agreement (the “Negma Investment Agreement”) concerning a program of financing of EEMS Italia by issuing a bond convertible into EEMS Italia ordinary shares reserved for the Investor (the “Negma Convertible Bond”).
The Negma Convertible Bond will consist of convertible bonds with a nominal amount of 10 thousand euros each (the “Bonds”), for a total maximum amount of 20 million euros and will be submitted for approval to the forthcoming Extraordinary Shareholders’ Meeting, which will be also called to express an opinion on the related divisible capital increase, with the exclusion of of option rights, to service the related conversion.
The Negma Investment Agreement has a structure, amount and terms substantially in line with the previous one already entered into with Nice & Green S.A. (“N&G”), dated November 3, 2021, whose related convertible bond will, therefore, be replaced by the Negma Convertible Bond.
Negma is a primary operator and professional in the financial sector that will replace N&G and the related convertible bond approved by the Extraordinary Shareholders’ Meeting on December 15, 2021, in view of the gradual unwillingness of N&G that has emerged since last August to continue the relationship with the Company and to follow up on the related subscription program.
On September 13, 2022, therefore, the Board of Directors of EEMS Italia took note of Negma’s greater alignment with the future development programs of the EEMS Group, also in view of the uncertainties affecting the gas business related to the persistent international situation.
Specifically, the Negma Investment Agreement provides for a program – with a duration of 24 months from the first issue, extendable to 36 months upon request of EEMS Italia – of 20 issues (each of a countervalue of a maximum of one million euros) of unlisted Bonds convertible into shares listed shares of the Company.
The Company will have the right (and not the obligation) to request Negma to subscribe for the tranches; each issue will be interest-free and with a term of 12 months; Negma may request the conversion of the Bonds at any time from their issuance, and in case of failure to request the Bonds will be converted into EEMS Italia listed shares upon their maturity, unless EEMS Italia opts for their redemption. The conversion price is equal to a percentage of the lowest daily volume-weighted average price for the volumes traded (VWAP, “Volume Weighted Average Price”) of the Company’s shares, recorded during the 12 open market days preceding the date of the conversion request. The conversion ratio is determined on the basis of the par value of each bond divided by the conversion price.
The signing of the Negma Investment Agreement and the Negma Convertible Bond will enable the Company to be able to continue to rely on the availability, with the flexibility typical of such an instrument, of resources on the market to be allocated to meet the Company’s liquidity needs necessary to implement its business plan, within the time horizon contemplated by the Negma Convertible Bond and to develop all the activities envisaged in the strategic guidelines of reference.
The Board of Directors, in the context of the approval of the Negma Investment Agreement has, accordingly, resolved to convene the Extraordinary Shareholders’ Meeting of the Company for October 24, 2022 in first call and, if necessary, for October 25, 2022 in second call, to propose the approval of the bond issue up to a maximum of 20,000,000 euros convertible into EEMS Italia S.p.A. listed shares to be issued in one or more tranches, and related share capital increase pursuant to Article 2420-bis, paragraph 2, of the Civil Code Civil Code, on a divisible basis, with the exclusion of option rights pursuant to Article 2441, paragraph 5, of the Civil Code, for a maximum amount of 20,000,000 euros, including any share premium, to service the related conversion, subject to revocation of the resolutions to issue convertible bonds and the related capital increase adopted by the Extraordinary Shareholders’ Meeting of December 15 December 2021 to the extent not used.
For more detailed information on the transaction and the characteristics of the convertible bond reserved for Negma and the related divisible capital increase, please refer to the related Explanatory Report of the Board of Directors, which will be made available available to the public at least twenty-one days before the Shareholders’ Meeting in the manner prescribed by the laws and regulations in force, together with the auditors’ opinion on the fairness of the issue price of the compendium shares to service the conversion of the Bonds.
To support the process of growth and business development, envisaged in the Business Plan 2022-2026 and be able in the near future as well, to quickly and with maximum flexibility the financial means necessary to promptly seize the opportunities that arise in the market, the Board of Directors deemed it appropriate to include in the Agenda of the Extraordinary Shareholders’ Meeting to be convened, including the granting to the Board of Directors a proxy to increase the share capital by a maximum amount of 100 million, including any share premium, to be carried out also in one or more tranches, within five years from the date of the resolution, pursuant to Articles 2420-ter and 2443 of the Civil Code, also with the exclusion of option rights pursuant to Article 2441, paragraphs 4 and 5, of the Civil Code and also by issuing convertible bonds and/or warrants. It should be noted that the timing of the exercise of the authorization, as well as the terms and conditions of any issues, will depend on the concrete opportunities that arise and will be communicated to the market in accordance with the law and regulations as soon as they are determined by the Board of Directors.
In addition, the Board of Directors, will propose to the convening Shareholders’ Meeting certain amendments bylaws (amending Articles 5, 6, 7, 9, 13, 14, 15, 16, 19, 21, 24, 25, 26, 27, 28, 31, 32, 33 and deletion of Art. 30) in order to, inter alia, update and/or supplement the bylaws in light of regulatory developments, notarial guidelines and the latest market practices.
For further information, please refer to the Board of Directors’ Report on the updating of the bylaws and the granting of powers to the administrative body pursuant to accordance with Articles 2420-ter and 2443 of the Civil Code, which will be made available to the public, together with the notice of the Extraordinary Shareholders’ Meeting, at least 30 days before the meeting, in the manner prescribed by applicable laws and regulations; the notice of the meeting will also be published in extracts in daily newspapers. Additional documentation required by the law, including regulations, in force will be published in the manner and within the terms of the law and regulations.
At today’s meeting, the Board of Directors finally approved, subject to the favorable opinion of the Management Control Committee, a financing transaction of up to 1,000,000 euros with the parent company Gruppo Industrie Riunite S.r.l., qualifying as a transaction of greater significance with a related party. The related disclosure document prepared pursuant to Article 5 of the Regulations adopted by Consob with Resolution No. 17221 of March 12, 2010, as subsequently amended and supplemented, will be made available to the public within 7 days from today’s date in the manner prescribed by the law, including regulations, in force.