(Finance) – Giglio Groupa company listed on Euronext Milan and active in the field of high added value e-commerce platforms, has announced that it has been the sale of shares in Salotto Brera was concluded (a company 100% controlled by Giglio Group) between Meridiana (majority shareholder of Giglio Group) and Giglio Group, following thecapital increase from 2 million euros by Salotto di Brera.
It emerged that in the capital increase deed of Salotto Brera, through a contribution in kind, the exchange ratio was not correctly calculated. Indeed, the capital of Salotto Brera before the capital increase, equal to 1,000,000 euros, valued in the financial statements of the 100% parent company Giglio Group at 1,900,000 euros, based on the impairment test carried out in compliance with IFRS , was lower than the real value of the actual assets of the same company. A correct determination of the exchange ratio would have allowed the necessary increase in capital to be determined, safeguarding this effective value and consequently determining the issue premium of an amount equal to 959,183.67 euros.
Meridiana, controlling shareholder of Giglio Group with a 57% stake, in theexclusive greater interest of Giglio Group has therefore made itself available to give up and transferin order to rebalance the shareholding relationship, a part of its shareholding in the Salotto Brera company, equal to 15.67% of the company’s share capital, to Giglio Group and Giglio Group has undertaken to accept and acquire the aforementioned share of nominal 470,000 euro for the total amount of 1 euro.
Following the operation, the capital of Salotto Brera is owned by Meridiana for a percentage equal to 51% of the share capital of Salotto Brera; of Giglio Group, for a percentage equal to the remaining 49% of the share capital of Salotto Brera. It will come subsequently evaluated the reduction of the share capital of Salotto Brera to 2,040,816.33 euros, maintaining the 49%-51% ratio and entering a capital reserve equal to the premium.