CONCLUDED THE OPTIONAL OFFER OF THE JUVENTUS FOOTBALL CLUB SPA CAPITAL INCREASE
– 91.75% subscribed, for a total amount of approximately Euro 366.9 million at the end of the option period
– Unexercised option rights will be offered on the stock exchange starting from 20 December 2021
Juventus Football Club SpA (“Juventus” or the “Company”) announces that today the offer in option of a maximum of 1,197,226,782 newly issued Juventus ordinary shares (the “Shares”), resulting from the increase, has been completed of capital in option approved by the Shareholders’ Meeting on 29 October 2021 (the “Capital Increase”). During the offer period, which began on November 29, 2021 and ended today, December 16, 2021 (the “Option Period”), 1,220,551,340 option rights were exercised for the subscription of 1,098,496,206 Shares, equal to 91.75% of the total number of Shares offered, for an equivalent value of Euro 366,897,732.80.
The majority shareholder EXOR NV, in execution of the commitment undertaken, subscribed and paid in full its share of the Capital Increase (equal to 63.8% of Juventus’ share capital), for a total amount equal to approximately Euro 255 million, including the payment for a future capital increase of Euro 75 million made by EXOR on August 27, 2021.
The remaining 109,700,640 option rights not exercised during the Option Period (the “Unused Rights” or “Rights”), which give the right to subscribe for a maximum of 98,730,576 Shares, corresponding to 8.25% of the total of the Shares offers, for an equivalent value of Euro 32,976,012.38, will be offered on the stock exchange by Juventus, through Mediobanca SpA, pursuant to art. 2441, paragraph 3, of the Civil Code, in the sessions of 20 and 21 December 2021, unless the offer is closed early in the event of the full sale of the Rights (the “Offer on the Stock Exchange”). As part of the Offer on the Stock Exchange, the Rights will be offered on the Euronext Milan market, organized and managed by Borsa Italiana SpA, with ISIN code IT0005467003. In the first session the entire quantity of the Inopted Rights will be offered, in the following session any Rights not placed in the previous session will be offered.
The Unused Rights attribute the right to subscribe for the Shares at the price of Euro 0.334 each, in the ratio of 9 Shares for every 10 Rights purchased.
The exercise of the Inopted Rights acquired as part of the Offer on the Stock Exchange and, consequently, the subscription of the Shares must be carried out, under penalty of forfeiture, through the authorized intermediaries adhering to the centralized management system of Monte Titoli SpA (i) within and no later than 21 December 2021, with the same currency, in the event that the Offer on the Stock Exchange closes early following the full sale of the Inopted Rights in the session of 20 December 2021, or (ii) no later than 22 December 2021, with the same currency, in the event that the Inopted Rights are not sold in full on 20 December 2021 and the Offer on the Stock Exchange closes on 21 December 2021.
The Shares subscribed by the end of the Offer on the Stock Exchange will be credited to the accounts of the authorized intermediaries participating in the centralized management system of Monte Titoli SpA at the end of the accounting day of the last day of exercise of the Inopted Rights with availability on the same date.
It is recalled that Goldman Sachs International, JP Morgan AG, Mediobanca – Banca di Credito Finanziario SpA and UniCredit Corporate & Investment Banking, acting as joint global coordinators and joint bookrunners, have undertaken to underwrite, separately and without any obligation of solidarity, according to the terms and conditions set out in the guarantee contract signed on 22 November 2021, any Shares that may have remained unexercised at the end of the Offer on the Stock Exchange, for a maximum amount of approximately Euro 144.9 million, i.e. the difference between the total value of the Capital Increase and the share due to the majority shareholder EXOR NV The guarantee contract contains, among other things, the usual clauses that condition the effectiveness of the guarantee commitments and attribute to the members of the guarantee consortium the right to withdraw from the contract, in line with international practice.
The Registration Document, the Information Note and the Summary Note (which together constitute the “Information Prospectus”) together with the Supplement to the Information Prospectus are available at the Juventus registered office, in
Turin, via Druento n. 175, as well as on the website www.juventus.com. The Supplement must be read in conjunction with the Prospectus.
Finally, it should be noted that on 18 December 2021 it will be published, pursuant to art. 89 of the regulation approved with Consob resolution no. 11971 of May 14, 1999, as subsequently amended and supplemented, in the newspaper “Il Sole 24 Ore” a notice, similar to this press release, containing an indication of the number of Inopted Rights that will be offered on the Stock Exchange and the dates of the meetings in which the offer will be made.
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