SOCIETÀ EDITORIALE IL FATTO S.P.A.
THE BOARD OF DIRECTORS CONVENES THE SHAREHOLDERS' MEETING TO APPROVE THE AMENDMENTS TO THE BYLAWS AND THE PROPOSAL TO AUTHORISE THE PURCHASE AND DISPOSAL OF TREASURY SHARES
Rome, 24 February 2021 – Società Editoriale il Fatto S.p.A. (“Società” o “SEIF”), media content provider and publisher of several editorial and multimedial products, company whose shares are traded both on AIM Italia, a multilateral trading system organized and managed by Borsa Italiana S.p.A. and on Euronext Growth Paris, hereby announces that the Company's Board of Directors met today to convene the shareholders' meeting to approve the amendments to the company's bylaws and the proposal to authorise the purchase and disposal of treasury shares.
The shareholders' meeting will be held on 15 March at 11:30. The notice of call of the shareholders' meeting will be published within the terms of the law.
Notice of call of the Extraordinary Shareholders' Meeting to approve the amendments to the Bylaws, aimed at adapting them to the new provisions of the AIM Italia Issuers' Regulations and to the most recent emergency regulations
The Company's Board of Directors has resolved to propose to the Extraordinary Shareholders' Meeting the amendment of Art. 5 (Share Capital and Shares), 9 (Identification of Shareholders or Bondholders), 13 (Takeover Bid and Neutralisation Rule), 14 (Shareholders' Meeting Competencies), 15 (Notice of Call), 18 (Intervention by Telecommunication Means), 19 (Representation at the Shareholders' Meeting), 21 (Shareholders' Meeting Quorum), 24 (Requirements of Professionalism, Integrity and Independence of Directors), 25 (Appointment and Replacement of Directors), 26 (Board Meetings), 33 (Board of Statutory Auditors), 34 (Appointment and Replacement of Statutory Auditors).
The amendments are aimed at adapting the Bylaws to some recent regulatory changes, also in the light of new practices that have developed in the context of the COVID-19 pandemic, as well as to implement some recent provisions introduced by Borsa Italiana S.p.A. in the AIM Italia Issuers' Regulations with notice no. 17857 of 6 July 2020, which the Company is required to implement.
Notice of call of Ordinary Shareholders' Meeting to approve the proposal to authorise the purchase and disposal of treasury shares
The Board of Directors also resolved to present to the Ordinary Shareholders' Meeting the proposal for authorisation to purchase and dispose of treasury shares, aimed at enabling the liquidity provider activities related to the admission to trading of the Company's shares on Euronext Growth, managed by Euronext Paris S.A..
It should be noted that the previous authorisation resolved by the Shareholders' Meeting on 12 July 2019, with an 18-month period of validity as regards the acts of purchasing of treasury shares, has expired last 12 January 2021.
The authorisation is requested in order to grant the Board of Directors the right to carry out the purchase, in one or more tranches, to an extent freely determinable by the Board, up to a maximum number of shares not exceeding 3% of the share capital.
The Board of Directors proposes that the purchase price of treasury shares be identified from time to time by the appointed intermediary, in compliance with the regulatory requirements of Regulation (EU) No. 596 of 16 April 2014 on market abuse, Delegated Regulation (EU) No. 1052 of 8 March 2016 or accepted market practices in force from time to time including the regulations promulgated by the Autorité des marchés financiers or ESMA.
With regard to the sale of treasury shares, this will be carried out at the price or, in any case, according to criteria and conditions determined by the Board of Directors or the intermediary appointed within the framework of the liquidity contract. Such transactions shall be carried out taking into account the methods used, the trend of share prices during the period preceding the transaction and the best interests of the Company.
The authorisation to purchase treasury shares is requested for a period of 18 months, i.e. the maximum period allowed under Article 2357, paragraph 2, of the Italian Civil Code, starting from the date of the shareholders' resolution approving the proposal.
Differently, the authorisation to dispose of any treasury shares purchased and/or already owned by the Company is requested without time limits.
Please note that the Company currently holds 2.415.728 treasury shares in its portfolio.
This press release is available on the Company's website www.seif-spa.it in the "Press Releases" section of the Investor Relations area.
SOCIETA? EDITORIALE IL FATTO S.P.A. (SEIF) is an independent media company, founded in Rome in 2009 and led by Cinzia Monteverdi, Chairman and CEO. The company publishes several editorial and multimedia products, including Il Fatto Quotidiano, founded by Antonio Padellaro and directed by Marco Travaglio, the website ilfattoquotidiano.it and the monthly magazine FQ Millennium, directed by Peter Gomez, the publishing company Paper First and the TV and multimedia content platform Loft. Recently, SEIF has undertaken a process of diversification to become more and more a media content provider at 360° degrees, starting a strategy of development of its products in digital key and data driven.
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Close to Media – Company founded by Elisabetta Neuhoff
Via Caradosso 8 – 20123 Milano
Luca Manzato I [email protected]
Sofia Crosta I [email protected]
Alantra Capital Markets
Via Borgonuovo, 16 – 20121 Milano
tel. +39 02 63671613
mail: [email protected]
SEIF - Investor relations
06 32818514 - [email protected]
Cinzia Monteverdi (CEO) [email protected]
Luigi Calicchia (CFO) [email protected]