PRESS RELEASE

pursuant to Article 38 of the Regulation adopted by CONSOB Resolution No. 11971 of 14 May 1999, as subsequently amended and supplemented (the "Issuers' Regulation"), as referred to in Article 50-quinquies, paragraph 4, of the Issuers' Regulation

 

PUBLICATION OF THE INFORMATION DOCUMENT RELATING TO THE PROCEDURE FOR COMPLIANCE WITH THE PURCHASE OBLIGATION IN RESPECT OF THE REMAINING ORDINARY SHARES OF STAR7 S.P.A. PURSUANT TO ARTICLES 9 AND 10 OF THE BY-LAWS OF STAR7 S.P.A. BY 7BIDCO S.P.A.

Alessandria (Valle San Bartolomeo), 14 July 2026 – Further to the announcement made on 9 July 2026 regarding the procedure for the fulfilment by 7BidCo S.p.A. ("7BidCo"), a company indirectly controlled by the Argos Funds, of the purchase obligation pursuant to Articles 108, paragraphs 2, and 109 of the Italian Consolidated Financial Act (the "TUF"), as voluntarily incorporated by reference under Articles 9 and 10 of the By-Laws of STAR7 S.p.A. ("STAR7" or the "Issuer"), in relation to all of the remaining 761,390 STAR7 shares (the "Procedure"), 7BidCo announces that the Information Document relating to the Procedure, prepared by 7BidCo pursuant to Article 50-quinquies, paragraph 4, of the Issuers' Regulation (the "Information Document"), has been published today.

The Information Document has not been reviewed or approved by CONSOB or by Borsa Italiana, as the aggregate consideration of the Procedure is below the threshold provided for under the applicable regulations.

The Information Document has been published and made available to the public in accordance with the applicable laws and regulations:

(i) at the registered office of 7BidCo, Via della Moscova No. 3, Milan;

(ii) at the registered office of the Issuer, Via Alessandria No. 37/B, Alessandria;

(iii) at the offices of Banca Akros S.p.A. – Banco BPM Group, acting as intermediary responsible for coordinating the collection of the Requests to Sell, at Viale Eginardo No. 29, Milan; and

(iv) on the Issuer's website at www.star-7.com, under the Investor Relations section.

Set out below are the key features of the Procedure, which are described in full detail in the Information Document. Shareholders of STAR7 are encouraged to read the Information Document in its entirety in order to make an informed assessment of the Procedure.

 

SUBJECT MATTER OF THE PROCEDURE

The Procedure relates to up to 761,390 STAR7 shares, representing 8.46% of the Issuer's share capital, namely all STAR7 shares outstanding as of the date of the Information Document, excluding:

(i) 8,195,489 Shares (representing approximately 91.06% of the Issuer's share capital) held by 7BidCo; and

(ii) 42,873 treasury shares (representing 0.48% of the Issuer's share capital) held by the Issuer as of the date of the Information Document.

 

CONSIDERATION

The consideration to be paid by 7BidCo for each STAR7 share in respect of which a Request to Sell is submitted under the Procedure is Euro 9.6671 (the "Consideration"), as provided for under Article 10 of the By-Laws of STAR7.

 

REQUEST TO SELL PERIOD AND PAYMENT DATE OF THE CONSIDERATION

Pursuant to Article 50-quinquies, paragraph 1, of the Issuers' Regulation, the period during which Requests to Sell may be submitted under the Procedure will commence at 8:30 a.m. (Italian time) on Wednesday, 15 July 2026, and will end at 5:30 p.m. (Italian time) on Tuesday, 4 August 2026 (both dates inclusive). Accordingly, the Request to Sell Period will last 15 trading days, unless extended in accordance with the applicable laws and regulations (the "Request to Sell Period").

The Consideration will be paid on the fourth trading day following the close of the Request to Sell Period, namely on Monday, 10 August 2026, unless the Request to Sell Period is extended, against the simultaneous transfer to 7BidCo of title to the STAR7 shares tendered in the Procedure.

 

PROCEDURE FOR SUBMITTING REQUESTS TO SELL

Requests to Sell under the Procedure must be submitted exclusively by completing and delivering the specific Request to Sell Form (the "Request to Sell Form"), duly completed in all its parts, together with the simultaneous deposit of the relevant STAR7 shares with Banca Akros S.p.A. – Banco BPM Group, acting as intermediary responsible for coordinating the collection of Requests to Sell under the Procedure.

Shareholders of the Issuer wishing to submit a Request to Sell under the Procedure may also deliver the Request to Sell Form and deposit the STAR7 shares specified therein with authorised intermediaries participating in the central securities depository system managed by Euronext Securities Milan (the "Depositary Intermediaries"), provided that such delivery and deposit are made in sufficient time to enable the Depositary Intermediaries to deposit the relevant STAR7 shares with Banca Akros S.p.A. – Banco BPM Group, acting as intermediary responsible for coordinating the collection of Requests to Sell under the Procedure, no later than the last day of the Request to Sell Period (as may be extended pursuant to the applicable regulations).

 

Delisting

Following completion of the Procedure and of the joint procedure concerning (i) the fulfilment of the purchase obligation pursuant to Article 108, paragraphs 1 and 2, of the TUF and (ii) the exercise of the squeeze-out right pursuant to Article 111, paragraph 1, of the TUF, agreed with Borsa Italiana S.p.A., the STAR7 shares will be delisted from trading on Euronext Growth Milan, the multilateral trading facility organised and managed by Borsa Italiana S.p.A.

 

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This press release does not constitute, nor is it intended to constitute, an offer, invitation or solicitation to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any financial instruments, and no sale, issuance or transfer of STAR7 financial instruments will be made in any jurisdiction in violation of the applicable laws thereof. The Procedure is being carried out through the publication of the Information Document, which has not been approved by CONSOB. The Information Document contains a complete description of the terms and conditions of the Procedure, including the procedures for submitting Requests to Sell.

The publication or distribution of this press release in jurisdictions other than Italy may be restricted by applicable law. Accordingly, any person subject to the laws of any jurisdiction other than Italy is required to inform themselves independently about any restrictions imposed by the applicable legal and regulatory provisions and to comply with them. Any failure to comply with such restrictions may constitute a violation of the applicable laws of the relevant jurisdiction. To the fullest extent permitted by applicable law, the persons involved in the Procedure shall be deemed exempt from any liability or adverse consequence arising from any breach of the aforementioned restrictions by any such persons. This press release has been prepared in accordance with Italian law, and the information disclosed herein may differ from that which would have been disclosed had this press release been prepared in accordance with the laws of jurisdictions other than Italy.

No copy of this press release or any other document relating to the Procedure may be, or may be mailed or otherwise forwarded, transmitted or distributed in, into or from any jurisdiction where to do so would constitute a violation of the applicable laws or regulations or would give rise to civil, criminal or regulatory liability. Any person receiving such documents (including custodians, nominees or trustees) must not mail or otherwise forward, transmit or distribute them in, into or from any such jurisdiction.

 

 

 

 

 

 

Notice regarding the English Translation

This document includes an English translation prepared with the assistance of artificial intelligence tools for the convenience of international readers. The translation is provided for information purposes only and does not constitute an official version of the document. In the event of any discrepancy between the English translation and the original Italian text, the Italian version shall prevail.