Dexelance MIL:DEX

Dexelance S p A : IR News DEXELANCE BOARD OF DIRECTORS EXERCISES THE DELEGATION TO INCREASE THE SHARE CAPITAL UP TO EURO 50 MILLION

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Source: MarketScreener

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DEXELANCE BOARD OF DIRECTORS EXERCISES THE DELEGATION TO INCREASE THE SHARE CAPITAL UP TO EURO 50 MILLION. ALREADY RECEIVED SUBSCRIPTION COMMITMENTS FOR EURO 27.5 MILLION AND FURTHER EXPRESSIONS OF INTEREST IN SUPPORT OF THE TRANSACTION

Milan, 4 May 2026

Dexelance S.p.A., a diversified industrial group among the Italian leaders in high-end design, lighting and furniture ("Dexelance", the "Group" or the "Company"), informs that the Board of Directors, which met today, resolved to exercise the delegation granted by the extraordinary Shareholders' Meeting of 20 January 2026 pursuant to Article 2443 of the Italian Civil Code, resolving: (i) the increase of the share capital, against payment and in a divisible manner, for a maximum total amount, including any share premium, of Euro 50 million, through the issuance of ordinary shares, without par value (the "New Shares"), with warrants coupled free of charge (the "Warrants"), with regular dividend rights and the same characteristics as the ordinary shares in circulation on the issue date, to be offered on a pre-emptive basis to those entitled pursuant to Article 2441 of the Italian Civil Code, to be subscribed by 30 September 2026 or such shorter period as may be determined by the Board of Directors (the "Share Capital Increase by way of Rights Offering"); and (ii) the increase of the share capital, against payment and in a divisible manner, for a maximum total amount, including any share premium, of Euro 20 million, through the issuance of ordinary shares, without par value (the "Warrant Shares"), serving the purpose of the exercise of the Warrants with a three-year maturity (the "Warrant Share Capital Increase").

The subscription price of the New Shares (including the allocation between share capital and share premium), the maximum number of New Shares to be issued, the pre-emptive rights ratio, as well as the exercise price, the exercise ratio and the further final conditions of the Warrants will be determined by the Board of Directors in a subsequent meeting, close to the launch of the pre-emptive rights offering, taking into account, inter alia, prevailing market conditions, the trend of stock market prices of Dexelance ordinary shares and market practice for similar transactions.

Subject to market conditions and the obtaining of the necessary authorisations, and in particular the approval by CONSOB of a prospectus relating to the Share Capital Increase by way of Rights Offering and the admission to listing of the Warrants, the Company expects that the transaction may be launched by the end of the current month of May.

The Share Capital Increase by way of Rights Offering, resolved for a maximum of Euro 50 million: (i) is already covered by irrevocable commitments for approximately Euro 27.5 million; and (ii) is supported by further commitments, availability and intentions for an additional Euro 8.9 million, as specified below.







The Company has received irrevocable subscription commitments from: (i) the shareholder Investindesign and its controlling entity Tamburi Investment Partners (each to the extent of its own competence) and the shareholder Fourleaf (a company controlled by Director Michele Gervasoni), holding in aggregate a stake equal to 36.64% of the share capital, for the full subscription of the New Shares deriving from the pre-emptive rights to which they are entitled in the context of the Share Capital Increase by way of Rights Offering; (ii) 12 existing shareholders, for a stake equal to 17.01% of the share capital, for all or part of the pre-emptive rights to which they are entitled; (iii) the Executive Chairman Andrea Sasso, holding a stake equal to 0.04% of the share capital, for the full subscription of the New Shares deriving from the pre-emptive rights to which he is entitled; and (iv) the Chief Executive Officer Giorgio Gobbi, holding a stake equal to 2.08% of the share capital,

for the subscription of New Shares deriving from the pre-emptive rights to which he is entitled for an amount equal to at least Euro 150,000.

With reference to the further commitments, availability and intentions:

  • the Executive Chairman Andrea Sasso has confirmed his commitment to invest in the Share Capital Increase by way of Rights Offering, through the purchase of pre-emptive rights and the exercise thereof, for an amount equal to at least Euro 150,000;

  • Gianluca Tornabene Mollura (through the holding company TOM S.r.l.) and Antonio Arangiaro (through the holding company Bluna Holding S.r.l.), managers and entrepreneurs of the subsidiaries Mohd and Cubo Design, have communicated their intention to participate in the Share Capital Increase by way of Rights Offering, through the purchase of pre-emptive rights and the subscription of the relevant New Shares, for a total amount equal to at least Euro 1 million each;

  • the Company has also received from Investindesign, Fourleaf and an existing shareholder holding a stake of less than 5% of the share capital, the availability to invest - in the context of the transaction - for a total amount (between the purchase of pre-emptive rights and the subscription of New Shares) equal to, respectively, Euro 6,000,000, Euro 500,000 and Euro 300,000. Such availability also extends to participation in respect of any unexercised pre-emptive rights, for an amount equal to the residual availability following the purchase of pre-emptive rights and the subscription of New Shares during the pre-emptive rights offering and/or the auction of unexercised pre-emptive rights.

This press release is also available on the Company's website and conveyed via the 1Info SDIR system

(https://www.1info.it).















DISCLAIMER

This communication is not intended for publication or distribution, in whole or in part, directly or indirectly, in the United States of America, Australia, Canada, South Africa, Japan or any other jurisdiction where such publication or distribution would be unlawful. This document does not constitute an offer or invitation to subscribe for or purchase securities in such countries or in any other jurisdiction where such release, publication or distribution would require the approval of local authorities or would otherwise be unlawful. In particular, the document and the information contained therein may not be distributed or otherwise transmitted in the United States of America or by means of general communication in the United States of America. The securities referred to herein may not be offered or sold in the United States unless they are registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or exempt from registration under Section 5 of the Securities Act. The Company has not registered and does not intend to register any pre-emptive right, the Warrants or the New Shares under the Securities Act or the laws of any state of the United States of America. The pre-emptive rights, the Warrants and the New Shares may not be offered or sold in the United States of America without registration or exemption from registration under the Securities Act. There will be no public offering of the preemptive rights, the Warrants or the New Shares in the United States of America. No money, securities or other consideration is being solicited, and if sent in response to the information contained in this document, will not be accepted.

This announcement does not constitute an offer to sell or a solicitation of an offer to purchase or subscribe for shares or other financial instruments. This announcement does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation"), or under any other applicable law. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, where this is prohibited or forbidden by law. The information contained in this document does not constitute an offer to sell or a solicitation of an offer to purchase in any jurisdiction where such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. For the purposes of, inter alia, the public offering in Italy, a prospectus drawn up in accordance with the Prospectus Regulation and any other applicable regulations, which shall be approved by CONSOB as the competent authority, will be made available in accordance with the requirements of the Prospectus Regulation and applicable regulations. Once approved, the prospectus will be made available in the manner and within the time limits required by law at the registered office of Dexelance, at Corso Venezia 29, Milan, as well as on the Company's website (https://www.dexelance.com). Investors should not purchase or subscribe the shares referred to in this announcement other than on the basis of the information contained in the prospectus.

The information contained in this document does not constitute an offer of securities to the public in the United Kingdom. No prospectus will be published in the United Kingdom for the offer of securities to the public. This document is distributed exclusively to and is intended for (i) persons outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FSMA Order") or (iii) persons falling within Article 49(2)(a) to (d), "high net worth companies, unincorporated associations, etc." of the FSMA Order, and (iv) persons to whom an invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000 may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). The pre-emptive rights, the Warrants and the New Shares are available only to, and any invitation, offer or agreement to subscribe for, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

In any Member State of the European Economic Area other than Italy and in the United Kingdom (each, a "Relevant State") that has implemented the Prospectus Regulation, this document is directed exclusively at qualified investors in that Relevant State within the meaning of the Prospectus Regulation (including in the United Kingdom, as part of domestic law by virtue of the European Union (Withdrawal) Act 2018).

This document may contain specific forward-looking statements, such as statements that include terms such as "believe", "assume", "expect", "forecast", "project", "could", "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause the actual results, financial condition, development or performance of the Company to differ materially from those expressed or implied in such statements. In light of these uncertainties, readers should not rely on forward-looking statements. Except as required by applicable law, the Company undertakes no obligation to update, keep updated or revise the forward-looking statements contained in this announcement, or any part thereof, in order to adapt them to future events or developments subsequent to the date of this document.