Voluntary Public Tender Offer for all ordinary Shares of YNAP – RLG Italia Holding carried out the joint Procedure – Delisting of the shares of YNAP effective 20 June 2018
Capitalised words, unless otherwise defined, have the meaning ascribed in the offer document (the “Offer Document”) approved by Consob resolution no. 20335 of 14 March 2018 and published on 18 March 2018 and in the Press Release on the Offer Results published on 17 May 2018.
This company announcement follows the company announcement published on 13 June 2018, whereby Compagnie Financière Richemont SA (“Richemont”), the Swiss luxury goods group, announced the final results of the procedure for the fulfilment of the purchase obligation pursuant to Article 108, paragraph 2, of the TUF (the “Sell-out Procedure”), carried out by RLG Italia Holding S.p.A. (the “Offeror”), on the remaining ordinary shares of YOOX NET-A-PORTER GROUP S.p.A. (the “Issuer” or “YNAP”).
With reference to the following completion of the Joint Procedure for the fulfilment of the Purchase Obligation pursuant to Article 108, paragraph 1, of the TUF and the simultaneous exercise of the Squeeze-out Right pursuant to Article 111, of the TUF targeting a maximum of 1,558,337 Additional Remaining YNAP Shares, and more precisely all the 1,542,309 YNAP Shares still outstanding at the date of this company announcement, corresponding to 1.606% of YNAP’s ordinary share capital, and an additional maximum 16,028 YNAP Shares, which might be issued to service the Stock Options, Richemont announces that, on the date hereof, it has communicated to the Issuer, pursuant to and for the purposes of Article 111, paragraph 3, of the TUF, that the deposit of a sum of Euro 59,216,806, equal to the maximum consideration of the Joint Procedure, has been placed in the escrow account in the name of the Offeror itself at Intesa 2 Sanpaolo S.p.A. (IBAN no. IT21 H030 6901 6161 0000 0010 900), dedicated to the payment of the consideration due to the shareholders owning the Additional Remaining YNAP Shares.
Consequently, on the date hereof, the transfer of the ownership of the Additional Remaining YNAP Shares in favour of the Offeror, with the corresponding entries in the shareholders’ ledger of the Issuer, shall be effective pursuant to Article 111, paragraph 3, of the TUF.
Notice is hereby given that, by resolution no. 8464 of 25 May 2018, Borsa Italiana ordered the Delisting from the Milan Stock Exchange effective as of 20 June 2018, suspending the YNAP Shares (ISIN CODE IT0003540470) from listing and trading on 18 and 19 June 2018, pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulation.