AS RESOLVED BY THE COMPANY'S EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS, THE BOARD OF DIRECTORS OF d'AMICO INTERNATIONAL SHIPPING S.A. APPROVES THE IMPLEMENTATION OF A REVERSE STOCK SPLIT WITH RESPECT TO ALL OF THE SHARES OF THE COMPANY AND THE RELATED RESOLUTIONS REGARDING THE AUTHORIZED CAPITAL AND THE BUYBACK AUTHORIZATION.
Luxembourg, 14 June 2023 - d'Amico International Shipping S.A. (the "Company" or "DIS") announces that the board of directors (the "Board of Directors" or the "Board") resolved today to implement the share consolidation with respect to all the shares of the Company at a ratio of one (1) to ten (10) (the "Reverse Stock Split"), as approved by the Company's extraordinary general meeting of shareholders held on 13 June 2023 (the "EGM"), in compliance with the relevant delegation of powers conferred by the EGM.
The Board resolved to set the date in which the Reverse Stock Split will be implemented and effective at 19 June 2023 (the "Effective Date").
To avoid the creation of fractions of consolidated shares as a result of the Reverse Stock Split, as resolved by the EGM, with effect as of the Effective Date, nine (9) of the existing treasury shares of the Company will be cancelled, thereby reducing the number of shares issued of the Company from the existing 1,241,065,569 to 1,241,065,560 without reducing the share capital of the Company.
To carry out the Reverse Stock Split with respect to shareholders who hold shares that cannot be consolidated into a whole number of consolidated shares, the Board appointed Equita SIM S.p.A ("Equita") as broker to assist with the treatment of fractions of shares at the level of the depositary intermediaries.
Equita shall liquidate consolidated fractions of shares through purchases and sales on the relevant market of shares held via the depositary intermediaries from 21 June 2023 to 23 June 2023 (included) (the "Consolidation Period") at the market price (the "Consolidation Price") of the shares on 16 June 2023, namely the trading day prior to the Effective Date.
As a result of the Reverse Stock Split, as of the Effective Date, the share capital of the Company shall be set at USD 62,053,278.45, divided into 124,106,556 shares with no nominal value and with ISIN code LU2592315662.
Furthermore, as a consequence of the Reverse Stock Split, in accordance with the EGM resolution, as of the Effective Date (i) the Company's authorised share capital, including the issued share capital, shall amount to USD 87,500,000, divided into 175,000,000 shares with no nominal value and (ii) the Board shall be authorised for a period of 5 years from 19 June 2023 (therefore until 19 June 2028), within the limits of the authorised share capital, to, inter alia, increase the Company's issued capital up to the maximum amount of the authorised capital and to remove or limit the statutory preferential subscription right of the shareholders.
In addition, as provided for in the EGM resolution and disclosed via press release yesterday, as of the Effective Date, the buyback authorization renewal will be implemented.
The Company will duly disclose today via press release the details regarding the implementation of the new buyback programme based on the authorization renewal resolved by the EGM on 13 June 2023 and implemented by the Board in its resolutions of 14 June 2023.
From today this press release is available on the Investor Relations section of the Company's website, disclosed through the e-market SDIR circuit, filed with Commission de Surveillance du Secteur Financier (CSSF) and stored both at Borsa Italiana S.p.A. through the e-market STORAGE circuit and at Société de la Bourse de Luxembourg S.A. in its quality of OAM.
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