Fincantieri: the Board of Directors exercises the delegation to increase the share capital on a divisible basis up to Euro 500 million.

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FINCANTIERI: the Board of Directors exercises the delegation to increase the share capital on a divisible basis up to Euro 500 million

Trieste, June 11, 2024 - The Board of Directors of Fincantieri S.p.A. (“Fincantieri” or the “Company”), which met on June 11, 2024, resolved to exercise the delegation granted by the Extraordinary Shareholders’ Meeting on the same date concerning the increase of Fincantieri’s share capital on a divisible basis and for cash, in one or more tranches, over a period of 5 years from the date of this resolution and for a maximum aggregate amount of Euro 500,000,000.00, including any share premium, structured as follows: (i) a first tranche, on a divisible basis, for a maximum aggregate amount of Euro 400,000,000.00, including any share premium, through the issuance of ordinary shares, without par value, cum warrant (entitling holders to subscribe for cash – within a maximum of thirty-six months from the full payment of the first tranche of the capital increase – ordinary shares to be issued by the Board under the same delegation (the “Warrants”)), with regular entitlement and the same characteristics as the ordinary shares outstanding at the issue date, to be admitted to trading on the regulated market Euronext Milan organized and managed by Borsa Italiana S.p.A. and offered on a pre-emptive basis to shareholders pursuant to Article 2441, paragraph 1, of the Italian Civil Code by December 31, 2024 (the “New Shares”), and (ii) a second tranche, on a divisible basis, for a maximum aggregate amount of Euro 100,000,000.00, including any share premium, through the issuance, in one or more tranches, of ordinary shares, without par value, with regular entitlement and the same characteristics as the ordinary shares outstanding at the issue date, to be admitted to trading on Euronext Milan, to service the exercise of the aforementioned Warrants, to be subscribed within a maximum of 36 months from the full payment of the first tranche of the capital increase.

The subscription price of the New Shares (including the allocation between share capital and share premium), as well as the maximum number of New Shares to be issued and the subscription ratio, will be determined by the Board of Directors of Fincantieri prior to the launch of the rights offering relating to the capital increase, together with the exercise price and exercise ratio of the Warrants.

The launch of the offering is, in any case, subject to CONSOB’s approval of the Prospectus concerning: (i) the offering and admission to trading on Euronext Milan of the New Shares; and (ii) the admission to trading on Euronext Milan of the Warrants.

The Prospectus will be made available in accordance with applicable laws at Fincantieri’s registered office, Via Genova 1, Trieste (TS), Italy, and on the Company’s website.

As previously disclosed to the market, the shareholder CDP Equity S.p.A. (“CDPE”) has undertaken an irrevocable commitment, subject to certain conditions, to subscribe, at the offer price, the New Shares resulting from the first tranche of the capital increase for a total maximum amount of approximately Euro 287 million, corresponding to its entire pro-rata share of said first tranche.

Furthermore, as previously announced, BNP Paribas, Intesa Sanpaolo, Jefferies, JP Morgan and Mediobanca, upon the occurrence of the conditions set forth in the pre-underwriting agreement, will enter into – immediately prior to the launch of the rights offering, once the Board of Directors has set the final terms of the capital increase – an underwriting agreement for the subscription and payment of any New Shares remaining unsubscribed following the auction of unexercised rights, up to the maximum amount of the first tranche of the capital increase, net of the amount committed by CDPE.

The Board of Directors also resolved to exercise the delegation granted by the Extraordinary Shareholders’ Meeting of June 11, 2024 by approving the reverse stock split, at a ratio of 1:10, of the 1,699,651,360 ordinary shares of Fincantieri (without expressed par value) into 169,965,136 newly issued ordinary shares of Fincantieri, having the same characteristics as the previously issued ordinary shares, through the withdrawal and cancellation of the existing ordinary shares and the allocation of 1 newly issued ordinary share for every 10 ordinary shares withdrawn and cancelled (the “Reverse Stock Split”). The Reverse Stock Split is expected to be carried out prior to the start of the rights offering within the timeframe and according to the procedures to be agreed with Borsa Italiana and, in any case, no later than the launch of the rights offering period. Adequate information will be provided to the market regarding the expected timing and procedures for the Reverse Stock Split.

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The capital increase aims to support growth through external lines with financial resources functional to the completion of the acquisition (the “Transaction”) by Fincantieri of the “Underwater Armaments Systems” (UAS) business line of Leonardo S.p.A., announced to the market on May 9, 2024.  

The completion of the Transaction, also considering the commercial cooperation agreements signed and the recent acquisition of Remazel, accelerates and consolidates Fincantieri Group’s leadership as a technological integrator in the underwater and naval defense sector, in line with the announced strategy and following a series of industrial agreements already executed.

The maximum consideration for the acquisition amounts to Euro 300 million as the fixed component related to Enterprise Value, subject to customary price adjustment mechanisms, plus up to Euro 115 million as the variable component upon the occurrence of certain growth conditions linked to the performance of the UAS business line in 2024, for a total maximum Enterprise Value of Euro 415 million.

As a result of the Transaction, Fincantieri will acquire, in addition to torpedo production technologies, control of underwater acoustic technologies, which will represent a key element in the Group’s growth strategy in the underwater sector, focusing on new military applications, innovative solutions for the security of underwater civil infrastructure, as well as new products in the civil sector.

The UAS Acquisition and the Remazel Acquisition are expected to have a positive impact on the objectives of the 2023-2027 Industrial Plan (including the achievement of a positive consolidated net result in 2025) in terms of maintaining positive net results and further developing the Group’s profitability beyond the plan horizon.

The Group’s 2023 revenues, pro forma to reflect the effects of the Transaction and the Remazel acquisition, amount to Euro 7,913 million, with a margin of 5.5% (+30bps compared to Fincantieri on a standalone basis as of December 31, 2023).