FULLY SUBSCRIBED THE CAPITAL INCREASE BY ISSUANCE OF 1,941,748 NEW ORDINARY SHARES, FOR A TOTAL CONSIDERATION OF EUR 10 MILLION
Ronco Scrivia (GE), January 11, 2023 - Racing Force S.p.A., parent company of Racing Force Group, a world leader in motorsport safety systems (RFG or the Company), following the press release published on January 11, 2023, announces that it has successfully completed the private placement, through an accelerated bookbuilding, of no. 1,941,748 newly issued ordinary shares, without par value, having the same characteristics as those in circulation, resulting from the share capital increase with the exclusion of option rights pursuant to Article 2441, paragraph 4, second sentence, of the Civil Code, according to the terms resolved by the Board of Directors on January 11, 2023. The newly issued shares were subscribed at a price of Euro 5.15, for a total consideration, including share premium, of Euro 10,000,002.
The placement of the RFG shares offered for subscription (the "Placement") was reserved for subscription by qualified Italian or foreign investors as defined by Articles 100, paragraph 1(a) of Legislative Decree 58/98 as amended, 34-ter of Regulation no. 11971/1999, paragraph 1, as amended, and 35, paragraph 1, letter d) of the Regulations adopted by Consob by resolution No. 20307 of February 15, 2018, as well as foreign institutional investors within the meaning of
Regulation S of the United States Securities Act of 1993 or to other entities in the European Economic Area (EEA) and in the United Kingdom, excluding Italy, that are "qualified investors" within the meaning of Art. 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 or Regulation (EU) 2017/1129 as transposed into UK domestic law by virtue of the European Union Withdrawal Act 2018, (excluding investors in Australia, Canada, Japan, and the United States and any other foreign country where placement is not possible in the absence of permission from the competent authorities).
Notwithstanding the foregoing, the Placement was also offered to investors, resident in Australia, who have declared and warranted that they are "Sophisticated Investors" under the applicable regulations and thus persons to whom it is permissible to offer securities, as an exception to the public offering provisions and with a consequent exclusion from the requirement to publish a prospectus, pursuant to one or more of the exemptions in Section 708 of the Australian Corporations Act 2001 (Cth).
Upon completion of the transaction, SAYE S.p.A. will continue to hold majority and control the Company.
Settlement will take place by delivery and payment of shares on January 16, 2023.
Upon full subscription of the newly issued shares, the nominal amount of RFG's post-increase share capital is 2,569,919.80 euros, divided into 25,699,198 ordinary shares with no par value.
The newly issued shares will be traded on Euronext Growth Milan and Paris and will have the same characteristics as those outstanding, in accordance with applicable laws and regulations.
As part of the transaction, the Company made lock-up commitments of 180 days' duration in line with best market practice.
Equita SIM S.p.A. and TP ICAP (Europe) S.A. acted as Joint Global Coordinator and Joint Bookrunner of the Accelerated Bookbuilding.
Emintad Italy S.r.l. acted as financial advisor to the transaction while for legal aspects RFG was assisted by LCA Studio Legale.
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https://www.actusnews.com/documents_communiques/ACTUS-0-78021-230112-eng-rfg-succesfully-completes-capital-increase.pdf
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