Pursuant to the Euronext Growth Milan Issuers’ Regulation, those who participate in the capital of Next Geosolutions S.p.A. (the “Issuer”) must notify any “substantial change”, i.e. reaching or exceeding the thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 50%, 66.6% and 90% of the Issuer’s share capital, as well as falling below the aforementioned thresholds (the “Substantial Change”). In the case of the issuance of multiple-vote shares, also a 5% shareholder on the basis of the ordinary shares. Furthermore, in the case of the issuance of multiple voting shares, for the purposes of fulfilling the disclosure requirements, share capital means both the total number of voting rights and the number of ordinary shares held, and both disclosures are due.
For the purposes of calculating the shareholdings held by the so-called significant shareholder – i.e. one who holds 5% or more in a class of Euronext Growth Milan shares (excluding treasury shares) within the meaning of the regime for significant shareholdings in the Consolidated Law on Finance – the following must be taken into account: i) the shareholdings held by them (even if the voting right is vested or attributed to third parties); ii) the shareholdings in relation to which voting rights are held or attributed; iii) the shares held by proxies, trustees, subsidiaries or for which voting rights are held or attributed to such parties; and iv) the total shares conferred in a shareholders’ agreement having as its object the exercise of voting rights in the Issuer.
For the purposes of the foregoing, the significant shareholder must promptly, and in any event within 4 trading days of the transaction giving rise to the obligation (regardless of the date of execution) or of the day on which it became aware of the events entailing changes in the Issuer’s share capital, notify the Issuer of the following:
– their own identity;
– the date on which the Issuer was informed;
– the date on which the Substantial Change of shareholdings occurred;
– the nature and extent of the significant shareholder’s interest in the transaction (in the case of issuance of multiple-vote shares, the number of voting rights and the number of ordinary shares held).
The communication must be made using the attached form (download PDF) to be sent via PEC [certified e-mail] to the following address: nextgeosolutions@pec.it and, for information, to ir@nextgeosolutions.com
