All PAS Special Shares converted into Ordinary Shares following achievement of targets in 2022 Separate Financial Statements
STAR7 – All PAS Special Shares converted into Ordinary Shares following achievement of targets in 2022 Separate Financial Statements
STAR7 SHARE CAPITAL NOW CONSISTS OF 8,999,752 ORDINARY SHARES
Valle San Bartolomeo (Alessandria, Italy), 19 May 2023 – STAR7 (EGM: ticker STAR7) announces the full conversion of the Company’s 1,350,000 Price Adjustment Shares (PAS Special Shares) into Ordinary Shares, at a ratio of 1:1, automatically and without any change in the amount of share capital. STAR7 provides an integrated range of product-information services, from product and process engineering support to the creation and management of technical and marketing content, translation, printing and virtual experience.
STAR7's subscribed and paid-in share capital, equal to €599,340,000, was hitherto composed of 7,649,752 Ordinary Shares and 1,350,000 PAS Special Shares. Following the full conversion of the PAS Special Shares, the Share Capital currently consists of 8,999,752 Ordinary Shares.
The 1,350,000 PAS Special Shares were held by the Company's two key shareholders, respectively Dante S.r.l., with 750,000 PAS Special Shares, and STAR A.G., with 600,000 PAS Special Shares.
According to Article 6 of the Company's Articles of Association, the PAS Special Shares could have been converted automatically or cancelled, as the case may be, after the approval of the STAR7 Separate Financial Statements as at 31 December 2022, depending on whether or not the Company achieved certain performance objectives.
More details about the conversion ratio of PAS Special Shares into Ordinary Shares are illustrated on pages 218-222 of the Euronext Growth Milan Trading Admission Document for the Ordinary Shares of STAR7 S.p.A. (https://www.star-7.com/investor-relations/ipo).
In accordance with the Articles of Association, in the 10 days following the Shareholders’ Meeting of 2 May 2023, the STAR7 Board of Directors approved a schedule containing the criteria used to calculate the 2022 Adjusted EBITDA and the exact value of this indicator (the “Schedule”). The Independent Auditors then verified the calculation of the 2022 Adjusted EBITDA reported in the Schedule and issued a report of compliance with the ISRS 4400 international auditing principle “Agreed-Upon Procedures Engagements” (the “Report”). Finally, the STAR7 Board of Directors stated, in today's meeting, that the number of PAS Special Shares to be converted into the Company's Ordinary Shares is equal to all of the 1,350,000 PAS Special Shares.
As a result of the conversion of the PAS Special Shares, STAR7’s Board of Directors will: (i) make all necessary communications in the centralised management system for financial instruments pursuant to articles 83-bis and following of Italian Legislative Decree 58/1998 and related implementing provisions; and (ii) file the text of the Articles of Association including the consequent amendments with the Companies Register, pursuant to article 2436, paragraph 6, of the Italian Civil Code, proceeding with any related formalities.
Lorenzo Mondo, Chairman and Chief Executive Officer of STAR7, commented: “With the conversion of all the PAS, STAR7 has demonstrated that it has achieved the objectives it had set at the time of the listing on Euronext Growth Milan. This is an important step in building a track record of credibility that we want to continue in order to support our future growth.”
STAR7
For more than 20 years, STAR7 has served its customers as a leader in the product information sector. Support for product and process engineering, creating and managing technical content, as well as marketing, translation, printing and virtual experience: with its services, STAR7 is able to support the industrial activity of customers throughout the life cycle of the product, from the design phase to after-sales. The hallmark of STAR7 has always been an approach capable of combining specific know-how, technology and overall perspective to offer the best possible solutions to the needs of customers and the global market. This approach has seen STAR7 strike major partnerships with leading international companies, establishing it as a reliable and credible global partner. STAR7 is part of the STAR Group network.
www.star-7.com
FOR FURTHER INFORMATION:
INVESTOR RELATIONS
investorrelations@star-7.com
Barbara Donadio, CFO and Investor Relations Manager STAR7
Tel: +39 349 591 02 59
E-mail: barbara.donadio@star-7.com
Blue Arrow - IR Advisor
Maria Grazia Mantini
Mob: +41 78 723 6840
E-mail: mariagrazia.mantini@bluearrow.ch
MEDIA RELATIONS STAR7
mediarelations@star-7.com
iCorporate – Press Office
E-mail: star7@icorporate.it
Elisa Piacentino, Senior Consultant and Client Supervisor
Mob. +39 366 9134595