Approvazione da parte di CONSOB del prospetto informativo relativo all’aumento di capitale in opzione. Al via dal 24 giugno

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TIMETABLE FOR THE RIGHTS OFFERING DEFINED

Trieste, June 19, 2024 - Fincantieri S.p.A. (“Fincantieri”, the “Issuer” or the “Company”) announces the following.

CONSOB Approval of the Prospectus

Today CONSOB authorized, by note no. 0061582/24, the publication of the prospectus (the “Prospectus”) relating to: (i) the offering (as defined below) and the admission to trading on the regulated market Euronext Milan (“Euronext Milan”), organized and managed by Borsa Italiana S.p.A. (“Borsa Italiana”), of the newly issued ordinary shares of Fincantieri S.p.A. (the “New Shares”), resulting from a rights capital increase for a maximum aggregate amount of Euro 400 million, including share premium, approved on June 11, 2024 by the Board of Directors of Fincantieri S.p.A. under the delegation granted by the Extraordinary Shareholders’ Meeting of Fincantieri S.p.A. on the same date (the “Rights Offer Capital Increase”); and (ii) the admission to trading on Euronext Milan of the “Fincantieri 2024-2026 Warrants” (the “Warrants”) granted free of charge with the New Shares. The Prospectus will be filed with CONSOB and published in accordance with applicable laws and regulations.

The Company’s Board of Directors is expected to meet on June 20, 2024, after market close, to set the final terms and conditions of the Rights Offer Capital Increase, including the subscription price of the New Shares and the exercise price of the Warrants, which will be promptly disclosed to the market. 

Finally, it is expected that the Rights Offer Capital Increase will not qualify as a highly dilutive capital increase pursuant to CONSOB Communication No. 88305 of October 5, 2016 and Borsa Italiana regulations.

Rights Offering Timetable

The Company also announces that the timetable for the rights offering to the Company’s shareholders of the New Shares pursuant to Article 2441, paragraphs 1, 2 and 3, of the Italian Civil Code (the “Rights Offering” or the “Offering”) has been defined. Under this timetable, it is expected that:

-        the option rights for the subscription of the New Shares (the “Option Rights”) may be exercised, under penalty of forfeiture, from June 24, 2024 to July 11, 2024 (inclusive) (the “Subscription Period”); and

-        the Option Rights may be traded on Euronext Milan from June 24, 2024 to July 5, 2024 (inclusive).

Option Rights not exercised by the end of the Subscription Period will be offered on Euronext Milan by the Company within the month following the end of the Subscription Period, for at least two trading days, pursuant to Article 2441, paragraph 3, of the Italian Civil Code, unless the Option Rights have already been fully sold (the “Stock Exchange Offering”). The start and end dates of the Stock Exchange Offering will be disclosed to the public in accordance with applicable laws and regulations by means of a specific notice, which will also include the number of Option Rights not exercised to be offered on Euronext Milan. This notice will be published in at least one national newspaper and on the Issuer’s website www.fincantieri.com.Subscription Commitments

As already disclosed to the market, the shareholder CDP Equity (“CDPE”) has undertaken an irrevocable commitment to subscribe, at the Offer Price, the New Shares resulting from the Rights Offer Capital Increase for a total amount of approximately Euro 287 million, corresponding to its entire pro-rata share of the Rights Offer Capital Increase.

It should also be noted that on May 9, 2024 the Company entered into a pre-underwriting agreement with BNP PARIBAS, Intesa Sanpaolo S.p.A., Jefferies, J.P. Morgan SE and Mediobanca - Banca di Credito Finanziario S.p.A. (the “Underwriters”) under which the parties undertook to enter into an underwriting agreement upon the occurrence of certain conditions in line with market practice for similar transactions. It is expected that, prior to the start of the Subscription Period, Fincantieri and the Underwriters will enter into an underwriting agreement (the “Underwriting Agreement”) providing, among other things, for the Underwriters’ commitment, severally and without joint liability, to subscribe and pay for, under the terms and conditions set forth in the Underwriting Agreement and in proportion to their respective commitments, any New Shares remaining unsubscribed at the end of the Stock Exchange Offering, which will take place after the Subscription Period, up to the maximum aggregate amount equal to the difference between the total value of the Rights Offer Capital Increase and the amount subject to CDPE’s subscription commitment.

Further information on the terms and conditions of the Offering, together with the execution of the Underwriting Agreement, will be disclosed in a subsequent press release that will be made available to the public in accordance with applicable laws and regulations.