CAIROCOMMUNICATION
This press release must not be disclosed, published or distributed in any country where its disclosure, publication or distribution would constitute a violation of applicable laws in that jurisdiction
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Final results of the offer. Unconditional effectiveness of the offerMilan, 8 May 2025 - Further to the press release disseminated on 7 May 2025, in relation to the voluntary partial public tender offer promoted by Cairo Communication S.p.A. (the "Offeror" or "Cairo Communication") pursuant to Articles 102 et seq. of Legislative Decree 24 February 1998, no. 58, as subsequently amended and supplemented (the "CFA"), over a maximum of no. 24,194,987 shares of the Offeror with no indication of the par value, representing 18.0% of the share capital of the Offeror (the "Offer"), which the communication published on 20 February 2025 by the Offeror refers to (the "Announcement Date"), the Offeror hereby announces the following.
Capitalized terms used in this press release, unless otherwise defined, will have the same meaning attributed to them in the offer document relating to the Offer (the "Offer Document"), approved by the National Commission for Companies and the Stock Exchange (Commissione Nazionale per le Società e la Borsa -"CONSOB"), with resolution no. 23493 of 1 April 2025 pursuant to Article 102, paragraph 4, of the CFA.
Final results of the Offer and unconditional effectiveness of the Offer
Based on the final results of the Offer communicated by Equita SIM S.p.A., in its capacity as Intermediary in Charge of Coordinating the Collection of Acceptances (which confirm the provisional results of the Offer already announced on 7 May 2025), at the end of the Acceptance Period no. 14,258,391 Shares, representing 10.61% of the Offeror's share capital and equal to 58.93% of the Offer Shares, were tendered to the Offer.
Therefore, taking into account the (i) no. 779 Treasury Shares already held by the Offeror, representing 0.001% of the share capital of Cairo Communication; and (ii) no. 14,258,391 Shares, representing 10.61% of the Offeror's share capital, tendered to the Offer during the Acceptance Period, as of the Payment Date the Offeror will own overall no. 14,259,170 Shares, representing 10.61% of the share capital of Cairo Communication.
With reference to the MAC Condition, the Offeror hereby announces that, as of the date hereof, no (i) extraordinary events or situations at a national and/or international level involving serious changes in the political, financial, economic, currency or market situation not already determined as of the Announcement Date and which have a substantially detrimental effect on the Offer, on the business conditions and/or on the equity, economic and/or financial conditions of the Offeror, as resulting from the 2024 Annual
Financial Report, nor (ii) acts, facts, circumstances, events or situations not already determined as of the Announcement Date and such as to determine a material detrimental effect on the Offer, on the business conditions and/or on the equity, economic or financial conditions of the Offeror, as resulting from the 2024 Annual Financial Report, have occurred.
In light of the foregoing, the MAC Condition is fulfilled and, therefore, the Offer has become fully effective.
Allotment
Since the number of Shares overall tendered to the Offer is lower than the number of the Offer Shares, the Offeror will purchase - on the Payment Date - all the Shares tendered to the Offer and the Allotment will not take place.
Payment Date of the Consideration
It should be noted that the Consideration for each Offer Share tendered to the Offer, equal to Euro 2.900, will be paid to the Adherents, against the transfer of the Shares tendered to the Offer in favour of the Offeror, on 14 May 2025, corresponding to the fifth Trading Day following the end of the Acceptance Period.
Payment of the Consideration will be made in cash. The Consideration will be paid by the Offeror to the account designated by the Intermediary in Charge of Coordinating the Collection of Acceptances and transferred by the latter to the Designated Intermediaries, who will transfer the funds to the Depository Intermediaries, for crediting to the accounts of their respective clients, in accordance with the instructions provided by the Adherents to the Offer.
The Offeror's obligation to pay the Consideration under the Offer shall be deemed fulfilled when the relevant amounts have been transferred to the Designated Intermediaries. It remains the sole responsibility of the Adherents to bear the risk that the Designated Intermediaries, or the Depository Intermediaries, fail to transfer such sums to the claimants or delay their transfer.
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This press release does not represent, nor does it intend to represent an offer, invitation, or solicitation to buy or otherwise acquire, subscribe, sell, or otherwise dispose of financial instruments, and no sale, issue, or transfer of financial instruments of Cairo Communication S.p.A. will be made in any country in breach of the regulations applicable therein. The Offer was launched through the publication of the offer document. The offer document contains the full description of the terms and conditions of the Offer.
The publication or dissemination of this press release in countries other than Italy may be subject to restrictions under the applicable law and, therefore, any person subject to the laws of any country other than Italy should independently obtain information about any restrictions under the applicable laws and regulations and ensure that they comply with them. Any failure to comply with such restrictions may constitute a violation of the applicable laws of the relevant country. To the fullest extent permitted by the applicable laws and regulations, the persons involved in the Offer shall be held harmless from any liability or detrimental consequence that may arise out of the breach of the above restrictions by such relevant persons. This press release has been prepared in accordance with the laws of Italy and the information contained herein may be different from that which would have been disclosed if the notice had been prepared in accordance with the laws of countries other than Italy.
No copy of this press release or of any other documents relating to the Offer shall be, nor may be, sent by post or otherwise forwarded or distributed in any or from any countries in which the provisions of local laws might give rise to civil, criminal or regulatory risks to the extent that information concerning the Offer is transmitted or made available to shareholders of Cairo Communication S.p.A. in such country or any other countries where such conducts would constitute a violation of the laws of
such country and any person receiving such documents (including as custodian or trustee) is required not to distribute, forward or send them to, or from, any such country.
The Cairo Communication Group is one of the leading groups in the publishing and advertising sales segments, recognized as one of the first to have developed a multimedia sales approach. With the acquisition of the control of RCS MediaGroup, Cairo Communication establishes itself as a major multimedia publishing group, well-positioned to become one of the main players on the Italian market, with a strong international presence in Spain, by leveraging on the high quality and diversification of products in the dailies, web, television, magazines and sporting events segments.
For further information: Mario Cargnelutti, Investor Relations, +39 02 74813240, m.cargnelutti@cairocommunication.it This press release is also available on the Company's website https://www.cairocommunication.itin the section COMUNICAZIONI E DOCUMENTI / COMUNICATI STAMPA
