Read the press release in PDF format here (in Italian)
REDELFI APPOINTS NEW INDEPENDENT DIRECTOR PURSUANT TO ARTICLE 2386 C.C. AND PROPOSES AUTHORIZATION TO PURCHASE AND DISPOSE OF TREASURY SHARES AND APPOINTMENT OF STATUTORY AUDITOR
Milan, December 5, 2022
Redelfi S.p.A. (the “Company” or “Redelfi”), a management company committed to the digital and green transition and listed on the Euronext Growth Milan market, announces that during the Board of Directors meeting held today, it appointed a new Independent Director.
Following the resignation tendered by Dr. Paolo Siniscalco on November 14, which occurred due to the loss of independence requirements pursuant to Art. 148, paragraph 3 of the TUF, the Company appointed by co-optation, pursuant to Art. 2386 of the Civil Code, Ing. Elisabetta Migone as Independent Director.
After getting her degree in Mechanical Engineering from the University of Genoa, Eng. Migone then continued her studies by obtaining a Diploma in Environmental Technical Consultancy and a 1st level master’s degree in business management, thus acquiring more skills regarding the strategic dimension of the company and the entrepreneurial vision. Following professional experiences in research and project development both in Italy and abroad, she now holds the position of Senior Business Developer at the Fondazione Istituto Italiano di Tecnologia (IIT), based in Genoa, dealing mainly with the management and monitoring of startups, as well as market strategy for projects and technologies developed within the laboratories. Her role also includes managing relationships with private and institutional investors, as well as business planning and process management.
Ms. Migone’s appointment was previously positively evaluated by the Company’s Euronext Growth Advisor pursuant to Article 6-bis of the Euronext Growth Milan Issuers’ Regulations, and the independence requirements pursuant to Article 148 paragraph 3 of the TUF, as referred to in Article 147-ter paragraph 4 of the TUF, were verified by today’s Board of Directors.
Davide Sommariva, Chairman of the Board of Directors, commented, “We identified Eng. Migone as an independent figure because of the expertise she possesses in industrial innovation. Her rich curriculum and wealth of experience will bring her to be a constructive and important element of comparison within Redelfi’s Board of Directors.”
In accordance with the provisions contained in the Instructions to the Regulations of Markets Organized and Managed by Borsa Italiana S.p.A., it is hereby stated that, based on the information available to the Company, Ms. Migone does not hold, directly and/or indirectly, any ordinary shares or warrants of Redelfi S.p.A. as of today’s date.
The Board of Directors also resolved:
(i) to submit to the Shareholders’ Meeting the proposal to authorize the purchase and disposal of treasury shares pursuant to Articles 2357 et seq. of the Civil Code for approval.
JUSTIFICATION FOR THE PROPOSAL:
- set up a securities warehouse to dispose of, dispose of and/or use treasury shares, consistent with the strategic lines that the Company intends to pursue, as part of incentive plans and/or extraordinary transactions, including but not limited to exchange, exchange, contribution or at the service of capital transactions or other corporate and/or financial transactions and/or other transactions of an extraordinary nature to be carried out in the interest of the Company itself, pursuant to the Market Practices in force at the time identified by the Supervisory Authority;
- proceed to purchase treasury shares from the beneficiaries of any incentive plans resolved by the competent corporate bodies, pursuant to Article 5(2)(c) of EU Regulation 596/2014 of April 16, 2014 (the “MAR”);
- support the liquidity of the shares themselves, so as to facilitate smooth trading and avoid price movements not in line with market trends, in accordance with the Market Practices in force for the time being identified by the Supervisory Authority.
The board will engage an intermediary for the purpose of making purchases in compliance with current regulations.
MAXIMUM NUMBER OF SHARES TO BE PURCHASED
It is proposed that the Shareholders’ Meeting authorize the purchase of the Company’s treasury shares, on one or more occasions for an amount freely determinable by the Board, up to a maximum number of shares not to exceed 5% of the pro tempore share capital, i.e., for a maximum countervalue of Euro 500,000. Purchases must be made within the limits of distributable profits and/or available reserves resulting from the latest duly approved financial statements and, in addition, only fully paid shares may be purchased. The authorization will also entail the power of the Board of Directors to dispose of the shares in the portfolio. It should be noted that as of today the Company does not hold any treasury shares in its portfolio.
DURATION
Authorization for the purchase of treasury shares is requested for a period of 18 (eighteen) months from the date of any shareholders’ meeting resolution approving this proposal. The Board may proceed with the authorized transactions on one or more occasions and at any time, in an amount and timing freely determined in compliance with applicable regulations, with the gradualness deemed appropriate for the interest of the Company. Conversely, the authorization to dispose of any treasury shares purchased and/or already owned by the Company is instead requested without time limits, due to the absence of time limits under current regulations and the advisability of allowing the Board of Directors to avail itself of maximum flexibility, including in terms of timing, to carry out the acts of disposition of the shares. The trading restrictions set forth in the European Commission’s Delegated Regulation (EU) 2016/1052 of March 8, 2016, remain unaffected.
MINIMUM AND MAXIMUM CONSIDERATION FOR THE SHARES TO BE PURCHASED
The Board of Directors deems it useful to propose to the Shareholders’ Meeting that the purchase price of treasury shares be identified on a case-by-case basis, regarding the method chosen to carry out the transaction and in compliance with any regulatory requirements or market practices allowed from time to time in force, but, in any case, it shall be neither lower nor higher by more than 10% compared to the official stock market price of the shares recorded by Borsa Italiana S.p.a. in the session preceding each individual transaction.
In this regard, it should be noted that purchases shall be made on the Euronext Growth Milan multilateral trading system in compliance with the conditions relating to trading set forth in Article 3 of Regulation 2016/1052, implementing MAR, and thus at a price no higher than the last independent transaction’s highest price and the price of the current independent purchase offer on the trading venue where the purchase is made and, in terms of volume, at daily purchase quantities no higher than 25% of the average daily volume of shares on the trading venue where the purchase is made.
For any case, according to the criteria and conditions determined by the Board of Directors, regarding the methods of implementation employed, the performance of share prices in the period prior to the transaction, and the best interests of the Company.
PROGRAM MODALITIES
In view of the various objectives that can be pursued through transactions in treasury shares, it is proposed that authorization be sought for the execution of purchases in accordance with the procedures to be identified from time to time by the Board of Directors in order to ensure equal treatment among shareholders and in compliance with the operating procedures set forth in the regulations for the organization and management of multilateral trading facilities and in accordance with the procedures and within the operating limits of the MAR, including the practices permitted under Article 13 MAR, Regulation 2016/1052 and applicable general and sector regulations.
INFORMATION ON THE INSTRUMENTALITY OF THE PURCHASE TO THE REDUCTION OF SHARE CAPITAL
It should be noted that the purchase of treasury shares covered by this request for authorization is not instrumental to the reduction of the share capital through the cancellation of the treasury shares purchased, without prejudice, however, to the Company’s right, should a reduction of the share capital be approved by the Shareholders’ Meeting in the future, to execute it also through the cancellation of the treasury shares held in the portfolio.
(ii) to propose to the Shareholders’ Meeting the consensual termination of the auditing contract pursuant to Article 13 of Legislative Decree No. 39 of January 27, 2010 and the Implementing Regulations subsequently adopted by Ministry of Economy and Finance Decree No. 261 of December 28, 2012 and the simultaneous conferment of a new statutory audit engagement for the three-year period 2022-2024, having heard the reasoned proposal of the Board of Statutory Auditors, pursuant to Article 13 of Legislative Decree No. 39 of January 27, 2010.
This proposal is part of a broader rationalization process within the Group, initiated by the majority shareholder Marinetta S.r.l., which has completed the process of choosing its statutory auditor and has therefore proposed that the companies that are part of the Redelfi Group, of which the Issuer is the head, name the same auditor appointed by Marinetta S.r.l, thereby, on the one hand, allowing for greater effectiveness and efficiency in the performance of audit activities and, on the other hand, also facilitating the assumption of responsibility over the entire Group, as moreover provided for by current statutory audit regulations.
(iii) to convene the Ordinary Shareholders’ Meeting on December 23, 2022, at 11:00 a.m. at the Company’s operational headquarters, in a single call.
The notice of the meeting, containing the agenda, will be published within the terms of the law and the bylaws and will also indicate the procedures for attending the meeting.
Documents relating to the items on the agenda will be made available to the public at the company’s registered office and on the website www.redelfi.com, in the “Investor Relations/Shareholders’ Meeting” section, as well as on the website www.borsaitaliana.it, in the Shares/Documents section, within the terms required by current regulations.
In addition, as part of the disclosure pursuant to Art. 2381 c. 5 of the Civil Code, the Chairman of the Board of Directors illustrated to the Directors the incentive mechanism currently being studied, aimed at recognizing bonuses to employees and/or consultants engaged in the implementation of the 2022-2026 Business Plan communicated to the market on November 2. In this regard, the Chairman also introduced to the Board of Directors Eng. Matteo Bellisomi, Business Unit manager of the Green area and a key figure in the implementation of the aforementioned Industrial Plan.
A native of Genoa, born in 1980, after graduating in management engineering in 2005, Eng. Bellisomi has worked for major companies such as Siemens Italia and Ansaldo Energia, developing more than a decade of experience in project management and business process management.
Davide Sommariva, Chairman of the Board of Directors, commented, “The industrial capacity and international experience brought by Eng. Bellisomi will strengthen the skills already present in the team, with the aim of pursuing the ambitious goals set for the coming years in the 2022-2026 Business Plan.”
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Redelfi is the parent company of the Redelfi Group active in the digital and green transition through three Business Units operating in the Green, MarTech and GreenTech sectors. Each Business Unit adopts a highly innovative approach in defining products, services, and processes with a strong focus on compliance with ESG principles in business management. In the 2021 fiscal year, the Group achieved a Production Value of EUR 1.2 million and a Net Income of EUR 3.5 million, the latter as a result of extraordinary transactions. Its Net Financial Position was cash positive by EUR 0.1 million and Shareholders’ Equity is EUR 5.6 million. In 2021, the Group made investments of approximately EUR 4.5 million.
Contacts:
ISSUER
Redelfi | Investor Relations Manager | Erika Padoan | investor-relations@redelfi.com | T: +39 320 7954739 | via A. Scarsellini, 119 Torre B “I Gemelli” 11 piano, 16149 Genova
Redelfi | Media Relations | Carolina Beretta | carolina.beretta@redelfi.com | via A. Scarsellini, 119 Torre B “I Gemelli” 11 piano, 16149 Genova
INVESTOR & FINANCIAL MEDIA RELATIONS
IR Top Consulting | Investor Relations | ir@irtop.com | T: + 39 02 4547 3884/3 | Via Bigli, 19 – 20121 Milano
IR Top Consulting | Media Relations | d.gentile@irtop.com | T: + 39 02 4547 3884/3 | Via Bigli, 19 – 20121 Milano
EURONEXT GROWTH ADVISOR & SPECIALIST
Integrae SIM | info@integraesim.it | T: +39 02 96846864 | Piazza Castello, 24 – 20121 Milano
