TIDMSECG
RNS Number : 9497U
SEC S.p.A
18 July 2018
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO
OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH
AFRICA, THE REPUBLIC OF IRELAND OR JAPAN OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES
LAWS OF SUCH JURISDICTION.
This announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any decision in respect of SEC
S.p.A or other evaluation of any securities of SEC S.p.A. or any
other entity and should not be considered as a recommendation that
any investor should subscribe for or purchase any such
securities.
SEC S.p.A.
("SEC" or the "Company")
Capital Increase to raise up to GBP3,153,286 (EUR4 million)
SEC S.p.A. (AIM: SEC), the largest independent advocacy, public
relations and integrated communications agency in the Italian
market, with operations in Brussels, UK, Germany, Spain, Poland,
and Colombia, announces that it proposes, pursuant to existing
authorities, to raise up to GBP3,153,286 (EUR4 million) (before
expenses) by way of a Capital Increase pursuant to which 3,666,591
new ordinary shares of no expressed par value in the capital of the
Company will be offered to Qualifying Shareholders on the basis of
3 new Ordinary Shares for every 10 existing Ordinary Shares held,
at a subscription price of 96 pence (EUR1.085) per new Ordinary
Share (the "Shareholder Offer").
Thereafter, the balance of the shares not taken by shareholders
in the Shareholder Offer will be privately placed with certain
Italian and UK institutional investors at a price of 96 pence
(EUR1.085) per new Ordinary Share (the "Placing"). Further details
on the Placing, should it proceed, will be provided in due
course.
Shareholders on the Company's register at close of business on
18 July 2018 ("Qualifying Shareholders") will be able to subscribe
for new Ordinary Shares during the subscription period that will
run from 18 July 2018 to 2 August 2018.
Capital Increase
Details of the Shareholder Offer are set out in the appendices
to this announcement. Part C contains instructions relating to
participation in the Shareholder Offer for holders of CREST
Depositary Interests.
Shareholders holding their shares through the Italian register
should contact the Company for further information as to how to
participate.
The Capital Increase has not been underwritten.
Holders of CREST Depositary Interests at the close of business
on 18 July 2018 can elect to accept the offer by inputting the
instructions set out in Part C below.
If the Shareholder Offer is not fully subscribed the Directors
reserve the right to place the balance of the Shareholder Offer
shares in a private placement at the Issue Price.
The Placing has not been underwritten and at present no
commitments have been received from potential placees.
Use of proceeds
The Company intends to raise up to GBP3,153,286 (EUR4 million)
(before expenses) under the Shareholder Offer and the Placing. The
net proceeds of the Shareholder Offer and Placing will be used by
the Company as follows:
-- approximately EUR2.7 million to be used for strategic
acquisitions and equity investment; and
-- the balance to be used for working capital and central costs.
Capital Increase Timetable
Ex-entitlement date for the Shareholder 18 July 2018
Offer
Record Date for entitlement under 5.00pm on 18 July 2018
the Shareholder Offer
Shareholder Offer filed with the Register 18 July 2018
of Companies in Milan
Posting of the application form to 18 July 2018
Qualifying Shareholders in Italy (where
applicable)
Latest time and date for receipt of 11.00am 2 August
subscription form and payment in full on 2018
under the Shareholder Offer
Announcement of results of the Shareholder 3 August
Offer and Placing 2018
Admission of new Ordinary Shares/CDI 8.00 a.m. 8 August
to trading on AIM on 2018
Expected date for CREST accounts of 8 August
eligible CREST Depositary Interest 2018
holders to be credited in relation
to the new Ordinary Shares
Notes:
(1) Each of the times and dates set out in the above timetable
and mentioned in this announcement is subject to change by the
Company, in which event details of the new times and dates will be
notified to the London Stock Exchange and the Company will make an
appropriate announcement to a Regulatory Information Service.
(2) References to times in this document are to London times
unless otherwise stated.
(3) Different deadlines and procedures for applications may
apply in certain cases.
(4) If Qualifying Shareholders have any queries or questions
relating to the procedure for acceptance and payment, they should
contact Euroclear on 08459 645 648 or, if phoning from outside the
UK, on 08459 645 648. Calls may be recorded and monitored randomly
for security and training purposes. Euroclear cannot provide advice
on the merits of the Shareholder Offer nor give any financial,
legal or tax advice.
Further information:
For further information please contact:
SEC S.p.A.
Fiorenzo Tagliabue (CEO) Telephone: +39 335 6008858
WH Ireland
Katy Mitchell and Jessica Cave Telephone: +44 207 220
1666
EnVent Capital Markets Limited
Paolo Verna Telephone +39 335 7518312
Fidentiis S.V. S.A.
Nicola Polato Telephone +39 334 6648456
Peterhouse
Martin Lampshire, Charles Goodfellow Telephone: +44 203 053
8671
Important Notices
The distribution of this announcement and the Capital Increase
in certain jurisdictions may be restricted by law. No action has
been taken by the Company that would permit the Capital Increase or
possession or distribution of this announcement or any other
offering or publicity material relating to the Capital Increase in
any jurisdiction where action for that purpose is required other
than in the Republic of Italy.
Persons receiving or obtaining this announcement are required by
the Company to inform themselves about, and to observe, such
restrictions.
The information in this announcement shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of, the securities referred to herein in any
jurisdiction in which such offer, solicitation or sale would
require preparation of a prospectus or other offer documentation,
or be unlawful prior to registration, exemption from registration
or qualification under the securities laws of any such
jurisdiction.
This announcement does not contain an offer or constitute any
part of an offer to the public within the meaning of Sections 85
and 102B of the Financial Services and Markets Act 2000, as amended
("FSMA") or otherwise. This announcement is not an "approved
prospectus" within the meaning of Section 85(7) of FSMA and a copy
of it has not been, and will not be, delivered to the FCA in
accordance with the Prospectus Rules or delivered to any other
authority which could be a competent authority for the purpose of
the Prospectus Directive. Its contents have not been examined or
approved by the London Stock Exchange plc, nor has it been approved
by an "authorised person" for the purposes of Section 21 of
FSMA.
Certain information contained in this announcement would have
constituted inside information (as defined by Article 7 of
Regulation (EU) No 596/2014) ("MAR") prior to its release as part
of this announcement.
This announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "anticipate",
"believe", "intend", "estimate", "expect" and words of similar
meaning, reflect the directors' beliefs and expectations and
involve a number of risks, uncertainties and assumptions that could
cause actual results and performance to differ materially from any
expected future results or performance expressed or implied by the
forward-looking statement. Statements contained in this
announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
announcement is subject to change without notice and, except as
required by applicable law, the Company does not assume any
responsibility or obligation to update publicly or review any of
the forward-looking statements contained herein. You should not
place undue reliance on forward-looking statements, which speak
only as of the date of this announcement.
Capital Increase Terms and Conditions
THIS APPIX AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN
OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
CAPITAL INCREASE.
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS
APPIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF ANY SECURITIES IN THE COMPANY.
Details on the Capital Increase have today been filed with the
Milan Register of Companies and made available on the Company's
website at www.secrp.com. These details have been reproduced in
full below for information only.
NOTICE OF OFFERING IN OPTION
ACCORDING TO ARTICLE 2441 PARA. 2 OF THE ITALIAN CIVIL CODE
CONCERNING THE OFFER IN OPTION TO CURRENT SHAREHOLDERS OF UP TO
3.666.591 ORDINARY SHARES OF SEC S.P.A.
SEC S.p.A. ("Company" or "SEC"), with the aim to partially
exercise the delegation received by the extraordinary meeting of 17
October 2017, then modified on 30 May 2018, with minutes drafted by
the public notary Mathias Bastrenta (Milan), rep. n. 3263, as
approved by the Board of Directors resolution of 2 July 2018, with
minutes drafted by the public notary Mathias Bastrenta (Milan),
rep. n. 3346, gives notice of the beginning of the offering in
option to the Company's shareholders, according to art. 2441 para.
2 of the Italian Civil Code ("Option Capital Increase"). The
shareholders will be able to subscribe new SEC shares according to
the following terms and conditions ("Rights Offer").
Terms and Conditions
The Rights Offer will concern up to 3,666,591 new SEC shares
("Shares"), without par value, with regular entitlement.
The Shares are offered in Option to the shareholders according
to article 2441, para. 1 of the Italian Civil Code.
The Company will give to the shareholders n. 3 option rights
("Option Right") for every 10 ordinary shares owned, for a total
amount of 3,666,591 Option Rights.
For every 1 Option Right it will be possible to subscribe 1 new
Shares.
The offer is exclusively reserved to the territory of the
Republic of Italy and of the United Kingdom.
Shares price
Each share may be subscribed at a price of Euro 1,085 ("Offer
Price"). Therefore, the Option Capital Increase will have a counter
value up to Euro 4,000,000.00 of which Euro 366,659.10 for the
share capital and Euro 3,633,340.90 of share premium.
Characteristics of Shares
The shares will have regular entitlement and will therefore be
equivalent to the ordinary shares of the Company listed on AIM, a
market of the London Stock Exchange plc. ("AIM") on the issue date.
Therefore, the Shares will have the same ISIN Code of the ordinary
shares already issued
Please note that new SEC shares ("New SEC Shares") are not
capable of being held, transferred or settled through the CREST
settlement systems. For this reason, Qualifying Shareholders will
not be issued with New SEC Shares directly but will be issued with
SEC CDIs ("SEC CDIs"). One SEC CDI will represent one SEC
Share.
Period of the Offering of Option
Option Rights must be exercised, under penalty of forfeiture,
during the period of the Offering of Option between 18 July 2018
and 2 August 2018 (both inclusive) ("Period of Offering"),
submitting a Subscription Form to the Company by 11:00 am of the
last day of the Period of Offering.
According to art. 2441, those who will exercise the Option
Rights will have a pre-emption right ("Pre-Emption Right") on the
portion on the new Shares for which the Option rights have not been
not exercised. In case the number of New Shares requested in
relation to the exercise of the Pre-emption Rights is above the
number of the unoptioned new Shares, the New Shares will be
attributed in proportion to the number of Option Rights owned; the
remaining New Shares will be attributed in accordance with the
largest remainder method.
The Subscription Form for Italian investors will be available on
the website of the Company.UK investors should participate using
the CREST details set out below.
Payment and delivery of Shares
The full payment of the Shares must be done when subscribing the
Shares through the exercise of the related Option Rights. No other
charge or expenses is expected for the subscribers.
The Shares subscribed during the Period of Offering will be
credited on the accounts as contained in the Subscription Form at
the end of the procedure established for the issuance of the Crest
Depositary Interest.
**degdeg**
This notice is deposited at the companies' register of Milan,
according to art. 2441 para. 2 of the Italian Civil Code.
Milan, 18 July 2018
____________________
Luigi Piergiuseppe Ferdinando Roth
President of the Board
SEC S.p.A.
Capital Increase: Subscription Form (for Italian Investors
only)
THIS APPIX AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN
OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
CAPITAL INCREASE.
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS
APPIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF ANY SECURITIES IN THE COMPANY.
The subscription form for Italian investors is available at the
Company's website at www.secrp.com and at the Milan Register of
Companies. A complete copy of the subscription form has been
reproduced in full below for information only.
SUBSCRIPTION FORM FOR THE OFFER OF UP TO 3.666.591 ORDINARY
SHARES OF SEC S.P.A. ACCORDING TO ARTICLE 2441 PARA. 2 OF THE
ITALIAN CIVIL CODE
The undersigned
________________________________________________________, born
in_________________________________________________, on
_________________, resident in
____________________________________________________________________________,
tax code _____________________________________
OR
The undersigned
___________________________________________________________, with
its registered office in
________________________________________________________________,
tax code/VAT number
________________________________________________________, listed in
the Business Register of
____________________________________________________
Represented by the person, in possession of the necessary
powers, indicated below
Name/Surname
________________________________________________________, born
in_________________________________________________, on
_________________, resident in
_____________________________________________________________________________,
tax code _____________________________________
GIVEN THAT
-- the Board of Directors of SEC S.p.A., with its registered
office in Milano (Milan), via Panfilo Castaldi n. 11, tax code/VAT
number 09628510159 ("SEC" or the "Company"), in order to exercise
the delegation for a share capital increase by payment and in
tranches approved by the Extraordinary Shareholders' Meeting of the
Company on 17 October 2017, and modified on 30 May 2018, and
pursuant to the resolution of the Board of Directors of 2 July
2018, has decided the final conditions of the aforementioned share
capital increase for a maximum amount of Euro 4.000.000,00,
including the share premium, through the issue of a maximum of n.
3.666.591 new ordinary shares of SEC with no indication of par
value, with regular entitlement and having the same characteristics
as the shares already issued ("New Shares"), to be offered to those
having the pre-emption right (the "Pre-Emption Right") under
Article 2441 of the Italian Civil Code (the "Option Capital
Increase").
Given the above, the undersigned
DECLARES
-- to be a shareholder of the Company;
-- to be aware of the Option Capital Increase, under Article
2441 of the Italian Civil Code, and of the issuance of New Shares
(the "Offering in Option"), which was announced, pursuant to
Article 2441, paragraph 2 of the Italian Civil Code and was
deposited at the Companies Register of Milan and made publicly
available on the Company website www.secglobalnetwork.com;
-- to accept in their entirety the terms, conditions and
procedures and, in particular that: (i) every existing 10 ordinary
shares held will be assigned n. 3 Pre-Emption Right, and (iii)
every no. 1 (one) Pre-Emption Right gives the right to subscribe to
no. 1 (one) New Share at a price of Euro 1,085 per share;
-- to hold a total of no. ______________ Pre-Emption Rights that
give the holder the right to subscribe the New Shares in the Option
Capital Increase.
EXERCISES
-- n. ____________ Pre-Emption Rights for n. ___________ New
Shares at a price of Euro 1,085 per share, including the share
premium, for a total value of Euro ____________ ("Exercise of
Pre-Emption Rights");
-- the right to subscribe, under Article 2441 para. 3 of the
Italian Civil Code a further maximum no. ____________of New Shares
should they remain unsubscribed at the end of the exercise of the
pre-emption rights, for a total value of Euro ____________, on the
understanding that, should the number of unsubscribed New Shares be
lower than the total number of New Shares pre-emptively requested,
they shall be allocated using the procedure indicated in the
Offering in Option.
AGREES TO PAY
-- the amount due for the purchase of the New Shares subscribed
and - if applicable - for the unsubscribed New shares, or a lesser
amount if there is a partial allocation of the latter, on the c/c:
Q0310401604000000163001 of the Company, held with Deutsche Bank,
IBAN: IT38Q0310401604000000163001, SWIFT (BIC): DEUTITM1464.
REQUESTS
-- that the New Shares acquired are transferred to share deposit
no. __________________, held with ___________________, CAB code
___________________, ABI code _____________________;
-- that the corresponding Crest Depositary Interests (CDI) are
issued and transferred to share deposit no. __________________,
held with ___________________, CAB code ___________________, ABI
code _____________________.
DECLARES
-- to be aware that the present subscription of the Option
Capital Increase is irrevocable and any irregularity in the present
Subscription Form will render it invalid;
-- to have independently evaluated the merit of subscribing to the New Shares;
-- not to be domiciled in the United States of America;
-- not to be acting on behalf of and/or for the beneficial
interest of a "U.S. Person", as defined in Regulation S of the
United States Securities Act of 1933, as subsequently modified and
amended;
-- to be aware that New Shares are not capable of being held,
transferred or settled through the CREST settlement systems and
that no New SEC Shares will be issued directly but will be issued
with CDIs where One CDI will represent one New Share.
CONFIRMS
-- that, for all legal purposes, the information and data given
in the present Subscription Form are correct.
UNDERTAKES
-- to maintain strictly confidential any information or data
regarding the Option Capital Increase, the exercise of subscription
rights and any document whatsoever that is linked and/or connected
to the Option Capital Increase, and not to reveal their contents to
third parties until required to by law or regulations or unless
requested to by Borsa Italiana S.p.A. or any other Competent
Authority;
-- also, pursuant to and by effect of Article 1381 of the
Italian Civil Code, to ensure that the obligations of
non-disclosure and confidentiality under the present Subscription
Form are respected by third parties who for reasons of their duties
and responsibilities should become party to this confidential
information;
-- to provide, as soon as possible, any further documentation
that may be requested by SEC in order to complete and execute the
undertakings contained in the present Subscription Form and to
subscribe to New Shares that may be allocated (e.g. documentation
to verify the requirements of adequacy and/or appropriateness) and
to confirm the veracity of the information provided.
AUTHORISES
-- the Company, from this moment, to make public or to notify
the Competent Authorities of the contents of the present
Subscription Form should it consider it appropriate or necessary
under applicable legal or regulatory requirements;
-- by signing the present Subscription Form, the undersigned
acknowledges that, pursuant to and by effect of EU Regulation
2016/679, the data provided on signing this form may be used, also
through information and communication technology, for reasons
directly connected and/or instrumental to the Option Capital
Increase and the exercise of pre-emptive rights and gives his/her
consent to the aforementioned use of his/her personal data. As
regards the use of this data, he/she may exercise any rights under
EU Regulation 2016/679, by contacting the Company.
__________________________
(place and date)
__________________________________
(signature)
Capital Increase: Qualifying Shareholders holding CREST
Depositary Interests: procedure for application and payment
Shareholders intending to hold any Capital Increase Shares in
uncertificated form will be required to pay the consideration by
matching CREST Settlement using the Unmatched Stock Event, alleged
as below. Your instructions should be input by 11am on 2 August
2018 at the latest and you should pay particular attention to the
following matching fields:
Trade Date: 18 July 2018
Settlement Date: 8 August 2018
---------------------------------
CREST counterparty: RECCH/SECCPP01
---------------------------------
ISIN CODE: IT0005339525
---------------------------------
SEDOL CODE (GB) RSSXXR
---------------------------------
Terms of the Offer: every existing 10 ordinary
shares held will be assigned
3 Pre-Emption Right, and every
no. 1 (one) Pre-Emption Right
gives the right to subscribe
to no. 1 (one) New Share at
a price of Euro 1,085 per
share (96p)
---------------------------------
Trade System of Origin: None
---------------------------------
Stamp Status: W
---------------------------------
Stamp Consideration: Nil
---------------------------------
Settlement Currency: Sterling
---------------------------------
Delivery of the Capital Increase Shares applied for will be made
against matched payment under the CREST settlement system.
Specific Details
An Unmatched Stock Event (USE) transaction must be entered to
accept the offer and must include the CREST participant ID and
Account ID from which the election is being made and where the
existing holding sits (Participant 1).
Participant 2 represents the target account. This will be RECCH
and the Account id isSECCPP01. Both can be found in the published
offer event in CREST.
Participants must submit their securities to the escrow account
quoted for return later. The same CREST codes must be used and the
ISIN code and quantity.
The cash payment must be included and be an exact multiple of
the price quoted in the event and the same currency which is
expected to be Euros.
The underlying corporate action ISIN and number must also be
quoted in the transaction on the Miscellaneous tab.
Additional Information
Ordinary Shares in SEC ("SEC Shares") are not capable of being
held, transferred or settled through the CREST settlement systems.
For this reason, SEC shareholders will not be issued with SEC
Shares directly but will be issued with SEC CDIs. One SEC CDI will
represent one SEC Share. The SEC CDIs will reflect the economic
rights attached to the SEC Shares. However, while the holders of
SEC CDIs will have an interest in the underlying SEC Shares, they
will not be the registered holders of the SEC Shares.
The SEC CDIs to which such SEC Shareholders will be entitled
will be delivered, held and settled in CREST and linked to the
underlying SEC Shares by means of the CREST International
Settlement Links Service and, in particular, the established link
with SIX SIS AG. This link operates via the services of CREST
International Nominees Limited, which is a participant in SIX SIS
AG. Under the CREST International Settlement Links Services, CREST
Depository Limited, a subsidiary of Euroclear, issues
dematerialised depository interests representing entitlements to
non-UK securities (such as the SEC Shares) called CDIs, which may
be held, transferred and settled exclusively through the CREST
system. The terms on which CDIs are issued and held in CREST are
set out in the CREST Manual and the CREST Terms and Conditions
issued by Euroclear.
On settlement, SEC will instruct its transfer agent to cause the
credit of the SEC Shares through SIX SIS AG to the securities
account of CREST International Nominees Limited, as nominee for
CREST Depository Limited. CREST Depository Limited will then issue
the SEC CDIs in CREST to Euroclear as receiving agent for delivery
to the securities deposit account in the CREST system. A custody
fee, as determined by CREST from time to time, is charged at the
user level (i.e. to the holder of SEC CDIs) for the CREST
International Settlement Links Service.
The registered holder of the SEC Shares represented by SEC CDIs
will be CREST International Nominees Limited, who will hold them
through SIX SIS AG. CREST Depository Limited will hold those SEC
Shares on trust (as bare trustee under English law) for the SEC
Shareholders to whom it will issue SEC CDIs
If Qualifying Shareholders have any queries or questions
relating to the procedure for acceptance and payment, they should
contact Euroclear on 08459 645 648. or, if phoning from outside the
UK, on 08459 645 648. Calls may be recorded and monitored randomly
for security and training purposes. Euroclear cannot provide advice
on the merits of the Shareholder Offer nor give any financial,
legal or tax advice.
Definitions
In this announcement, where the context permits, the expressions
set out below shall bear the following meanings:
"Admission" admission of the new Ordinary
Shares/CDI to trading on AIM
becoming effective in accordance
with the AIM Rules for Companies
"AIM" the market of that name operated
by the London Stock Exchange
"AIM Rules for Companies" the AIM Rules for Companies
published by the London Stock
Exchange from time to time
"Articles of Association" or the by-laws of the Company
"Articles"
"Board" or "Board of Directors" the board of directors of the
Company from time to time or
a duly constituted committee
thereof
"Capital Increase" the raising of up to GBP3,153,286
(EUR4 million) (before expenses)
by the issue of up to 3,666,591
new ordinary shares of no expressed
par value in the capital of
the Company on the basis of
3 new Ordinary Shares for every
10 existing Ordinary Shares
held, at a subscription price
of 96 pence (EUR1.085) per
new Ordinary Share
"Capital Increase Shares" up to 3,666,591 new Ordinary
Shares
"Company" or "SEC" SEC S.p.A., a company incorporated
under the laws of Italy and
registered in Italy with registered
number 09628510159
"CREST" the electronic systems for
the holding and transfer of
shares in dematerialised form
operated by Euroclear
"CREST Regulations" the Uncertificated Shares Regulations
2001 (SI 2001 No. 3755) (as
amended from time to time)
"CDI" CREST Depository Interests,
which represent an entitlement
to SEC S.p.A. Ordinary Shares
held through a nominee service,
and Shareholders, when referred
to in this announcement, means
the holders of those CDIs through
that service
"Euroclear" Euroclear UK & Ireland Limited
"FCA" the United Kingdom's Financial
Conduct Authority
"Issue Price" 96 pence (EUR1.085) per Capital
Increase Share
"London Stock Exchange" London Stock Exchange plc
"Ordinary Shares" ordinary shares of no expressed
par value in the capital of
the Company
"Regulatory Information Service" a regulatory information service
approved by the London Stock
Exchange for the purposes of
the AIM Rules for Companies
"Shareholder" a holder of CDIs
"United Kingdom" or "UK" the United Kingdom of Great
Britain and Northern Ireland
"EUR" or "EUR" or "Euro" and the currency of the European
"c" Union (euros and cents, respectively)
"GBP" and "p" United Kingdom pounds and pence
sterling, respectively
All references to times in this announcement are to London time
unless otherwise stated. References to the singular shall include
references to the plural, where applicable, and vice versa.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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