Juventus FC, terms and conditions of capital increase set

Juventus FC terms and conditions of capital increase set

(Finance) – Juventus Football Club announces that the Board of Directors has set the definitive terms and conditions of the share capital increase optionally, for a fee, for a maximum total amount of 200 million eurosincluding the share premium, resolved by the Shareholders’ Meeting, in extraordinary session, held on 23 November 2023,
In particular, the Board of Directors has determined: 1.582 euros for each share the price at which the new Juventus shares resulting from the Capital Increase will be offered, to be attributed as much as 0.120 euros to the share capital and as much as 1.462 euros to the share premium, and has consequently resolved to issue maximums 126,373,938 New Actionsto be offered to Shareholders in
ratio of 1 New Share for every 2 Juventus shares owned.

The subscription price of the New Actions incorporates one discount equal to 31.87% compared to the theoretical ex-rights price (so-called Theoretical Ex Right Price – TERP) of Juventus shares, calculated according to current methodologies, based on the price
official stock exchange of Juventus shares as of 7 March 2024.

The total equivalent value of the Capital Increase will therefore be equal to maximum 199,923,569.92 euros. The share capital of
Company, in the event of full subscription and release of the New Shares, will be equal to 15,214,872.56 euros. The New Shares will be admitted to trading on the Euronext Milan regulated market.

The option rights for the subscription of the New Shares will be exercisable from March 11, 2024 to March 27, 2024, inclusive, and which are tradable on Euronext Milan from 11 March 2024 to 21 March 2024, inclusive. THE Option Rights exercisable and negotiable amount to 252,747,876. In this regard, in order to guarantee the balancing of the option ratio, a shareholder gave up n. 1 Option Right. Juventus shares will be traded “cum straight” until 8 March 2024 and will begin to be traded “ex-law” starting from 11 March 2024, inclusive.

At the end of the meeting of the Board of Directors, it was signed the placement agreement between the Company, on the one hand, and Citigroup Global Markets Europe AG and UniCredit Bank GmbH, Milan Branch, on the other (Joint Global Coordinator), according to which the latter act in the context of the Capital Increase as coordinators of the Offer on a so-called “best effort” basis and therefore without assumption of guarantee commitments in relation to the same, which is also subject to the subscription commitments undertaken by the majority shareholder EXOR NV.

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