NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA OR ITS TERRITORIES OR POSSESSIONS OR TO ANY U.S. PERSON, CANADA, JAPAN, AUSTRALIA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO BUY, SELL, ISSUE, ACQUIRE OR SUBSCRIBE FOR, OR THE SOLICITATION OF AN OFFER TO BUY, SELL, ISSUE, ACQUIRE OR SUBSCRIBE FOR, ANY SECURITIES IN THE UNITED STATES OF AMERICA OR ITS TERRITORIES OR POSSESSIONS OR TO ANY U.S. PERSON, CANADA, JAPAN, AUSTRALIA OR IN ANY OTHER JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
NEOM INVESTMENT FUND COMPANY CONCLUDES INVESTMENT IN TECHNOGYM, A WORLD LEADING BRAND IN PRODUCTS AND DIGITAL TECHNOLOGIES FOR FITNESS, SPORT AND HEALTH FOR WELLNESS, TO SUPPORT NEOM VISION
MILAN, Italy, Dec. 01, 2023 (GLOBE NEWSWIRE) -- Following the announcement made on 30 November 2023, NIF Holding (Italy) S.r.l. (the "Purchaser") a wholly owned indirect subsidiary of NEOM Investment Fund Company ("NIF"), which itself is wholly owned by NEOM Company, announces the completion of the reverse accelerated bookbuilding (the "RABB") for the purchase from selected qualified and institutional investors of approximately 8.8 million ordinary shares of Technogym S.p.A. ("Technogym" or the "Company"). In addition, the Purchaser entered into a derivative solution for the purchase of approximately 3.3 million ordinary shares (the "Derivative", and together with the RABB the "Transaction"). The price per share paid by the Purchaser in the Transaction is €9.20 with a total value for the Transaction of approximately €111.1 million.
Following completion of the Transaction, the Purchaser will hold c.6.0% of the share capital and c.4.5% of the voting rights of Technogym.
NIF believes in the value creation potential of Technogym given the Company's history of steady growth and leading market position globally, which has been driven by its technologically advanced product lines and commitment to innovation in fitness and health since its founding in 1983.
NIF recognizes the growth potential in Technogym and this Transaction reflects NEOM's commitment to creating a new model for sustainable and healthy living. NIF is therefore committed to being a long-term minority investor in Technogym.
The Transaction follows a series of investments recently announced by NIF (https://www.neom.com/en-us/newsroom/neom-announces-investment-fund). These investments exemplify NIF's role supporting NEOM's sector strategies for growth, enabling new technologies, establishing new businesses, and creating job opportunities for a thriving economy in NEOM.
The Transaction will not result in any share dilution for current shareholders of the Company.
J.P. Morgan SE ("J.P. Morgan") acted as the Sole Bookrunner for the Transaction. Rothschild & Co acted as the Sole Financial Advisor to NIF.
Settlement of the RABB is expected to take place on 5 December 2023.
Notes to the press release
NEOM Investment Fund Company
NEOM Investment Fund Company ("NIF") is the strategic investment arm of NEOM Company, designed to activate, advance, and accelerate the global transformational changes critical to a sustainable future. NIF will support the buildout and development of NEOM and deliver mutual, long-term value across sector projects with large multinationals, innovators, and the wider institutional investment community. Its core activities include executing transactions alongside NEOM's sectors and subsidiary companies, focused on direct investments in pioneering growth companies and next-generation industries, and on fundraising at the project level that would ultimately lead to strategic management of NEOM's diverse portfolio of commercial assets. As a catalyst for change, NIF actively seeks out and advocates for setting up large anchor businesses in NEOM, along with moonshot tech investments that are required to deliver sustainable long-term prosperity at a time when the world faces challenges of unprecedented scale and complexity.
For more information about NIF, visit https://www.neom.com/en-us/invest/neom-investment-fund (https://www.neom.com/en-us/invest/neom-investment-fund) or visit www.neom.com (http://www.neom.com/) and www.neom.com/en-us/newsroom (http://www.neom.com/en-us/newsroom). For media enquiries please email media@neom.com (mailto:media@neom.com).
Disclaimer
Neither this press release nor the RABB or the Transaction contain or constitute an offer to buy or sell or subscribe for securities or a solicitation to sell or to buy or subscribe for securities or a promotional message or an advertisement in Italy.
In the European Economic Area this announcement and the RABB is reserved to and only directed at qualified investors (as per Article 2, paragraph 1, letter e), of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (the "Qualified Investors").
In the United Kingdom this announcement and the RABB is reserved to and only directed at qualified investors (as per Article 2, paragraph 1, letter e) of Regulation (EU) 2017//1129 as such as it has effect in the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018) and who are also: (A) investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (B) high net worth companies, or persons to whom it can otherwise be lawfully distributed, falling within the meaning of Article 49(2)(a) to (d) of the Order; and (C) other persons to whom such communication may be lawfully communicated (such persons being "relevant persons").
Any investment or investment activity referred to in this announcement is only available to, will only be engaged in with, and may only be relied on by, investors contacted by the Sole Bookrunner and falling in the following categories: (1) relevant persons, in the United Kingdom; (2) Qualified Investors, in any member state of the European Economic Area; and (3) persons located elsewhere outside of the United States who are permitted to sell or dispose of securities in the RABB pursuant to applicable legislation. J.P. Morgan reserves the absolute right to determine who may participate in the RABB.
This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, South Africa or Japan or any other jurisdiction in which such publication or distribution is unlawful. This announcement is for information purposes only and the information contained herein does not constitute or form part of an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for, any securities in the United States, Australia, Canada, South Africa, Japan or in any other jurisdiction, nor shall there be any offer, solicitation, sale or purchase of securities in any jurisdiction in which such offer, solicitation, sale or purchase would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction.
This announcement is not an offer of securities for sale into the United States. The securities of the Company have not or will not be registered under the U.S. Securities Act of 1933, as amended.
The RABB is not being directed, directly or indirectly, to shareholders of the Company located in the United States of America, or to agents, nominees, trustees, custodians or other persons acting for the account or benefit of such U.S. shareholders, or in any other jurisdiction where to do so would be unlawful.
Offers made as part of the Transaction are not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement and any other documents or materials relating to the Transaction are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to a U.S. Person and ordinary shares cannot be tendered in the Transaction by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person.
No document soliciting intentions to sell securities has been or will be prepared in connection with any of the transactions described in this announcement. Any investment decision to sell securities as part of the RABB must be made solely on the basis of publicly available information. Such information is not the responsibility of, and has not been independently verified by J.P. Morgan, the Proposed Purchaser or any of their respective agents or affiliates.
J.P. Morgan SE is authorised by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - "BaFin") and regulated by the BaFin, the German Central Bank and the European Central Bank.
J.P. Morgan is acting solely for the Proposed Purchaser and for no other person in connection with the RABB. J.P. Morgan will not regard any other person as its client in relation to the RABB and will not be responsible to any other person for providing the protections afforded to its clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein (including, without limitation, the RABB).
Neither J.P. Morgan nor any of its affiliates nor any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Proposed Purchaser or the Company or any of its or their subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
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