Governance
Board of Directors:
Alessandro Rosso: Chairman and CEO
Massimiliano Anguillesi: Dir. with powers of attorney
Alessandro Scantamburlo: Director
Giovanni Mandozzi: Director
Raffaella Pallavicini: Non-Executive Director
Andrea Faraggiana: Director
Francesco Brioschi: Director
Board of Statutory Auditors:
Antonio Ferraioli : Chairman of the board
Marco Curti: standing auditor
Luigi Gagliardi : standing auditor
Jacopo Casanova: alternate auditor
Alessandro Maruffi: alternate auditor
Investor Relations
Financial calendar 2019
19 march 2019 Board of Directors
Approval of the consolidated balance sheet and presentation of the draft financial statements as at 31 December 2018
19 april 2019 Ordinary Meeting on first call
Approval of financial statements as at 31 December 2018. Presentation of consolidated financial statement.
22 april 2019 Ordinary Meeting on second call
Approval of financial statements as at 31 December 2018. Presentation of consolidated financial statement.
17 September 2019 – Board of Directors
Approval of six-monthly financial report at 30 June 2019
Advisors:
Nomad: Integrae SIM S.p.A.
Legal Advisor: Associated Legal Firm in association with Simmons & Simmons LLP
Auditing Firm: Audirevi srl
Specialist: Integrae SIM S.p.A.
Divulging of the regulated information:
The company avails of the SDIR circuit managed by Computershare S.p.A. with registered offices in via Lorenzo Mascheroni, no. 19, Milan.
Financial instruments:
Total ordinary shares: 7.232.360
Total warrants: 5.773.000
Stock Exchange Data:
• Equity stock code: TPS
• Shareholders’ Warrants Code: WTPS20
• ISIN Code shares: IT0005246142
• ISIN Code Warrants: IT0005246225
• Market : AIM Italia
Share capital and share ownership
The subscribed and paid up share capital is €1.611,160.00 comprised of no. 7.232.360 ordinary shares.
The table below illustrates the makeup of the company:
| Shareholders | No Shares | Euros | % |
|---|---|---|---|
| G&D S.r.l. | 4.750.000 | 475.000,00 | 65,68% |
| Anguillesi Massimiliano | 254.000 | 27.000,00 | 3,51% |
| Value First SICAF S.p.A. | 450.000 | 225.000,00 | 6,22% |
| Other shareholders | 1.778.360 | 884.160,00 | 24,59% |
| Total | 7.232.360 | 1.611.160,00 | 100% |
Obligations of the Significant Shareholders
As set forth in the Regulations of the Issuers AIM Italia and TPS S.p.A. (the “Company”) must promptly communicate and make available to the public any Substantial Change communicated by the Significant Shareholders concerning ownership structure. By “Significant Shareholder” we mean anyone that holds at least 5% of the category of financial instruments of the Company.
Going over the 5% threshold and reaching or going over the thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 45%, 50%, 66.6%, 75%, 90% and 95% constitutes, as set forth in the Transparency Regulations, a “Substantial Change” which the Significant Shareholders must communicate, as set forth in art. 12 of the Company Bylaws, to the Company’s Administrative Body.
To this regard, in five days of negotiation starting from the day that the transaction entailing the Substantial Change was performed, each Significant Shareholder must notify the Company of the following information:
who the Significant Shareholders involved are;
the date that the Substantial Change in the shares took place;
the price, the total, and the category of financial instruments of the Companies involved;
the nature of the transaction;
the nature and the amount of the share of the Significant Shareholder in the transaction.
This communication may be made using the designated form attached below, sent in advance by email to the address investor.relations@tps-group.it or by fax to the no. 0331.771107 and then sent in original by registered mail with return receipt to the Company.
TERMS AND CONDITIONS
To be able to access this section of the website you must read and accept the information given below, that the reader must carefully assess before reading, accessing, or using the information provided below in any other way. By accessing this section of the website, you agree to be subject to the terms and conditions hereafter, which may be modified or updated (and, for this reason, must be read completely every time that you access it).
The admission document posted on this section of the website (“Admission Document”) was drawn up in compliance with the issuer regulations of AIM Italia / Mercato Alternativo del Capitale (“AIM Issuer Regulations”) for the purposes of admission of the ordinary shares and the warrants called “Warrant TPS 2017-2020” (jointly, the “Financial Instruments”) of TPS S.p.A. (the “Company”) on this multilateral system of negotiation organized and managed by Borsa Italiana S.p.A.
The issuance of financial instruments contemplated in the Admission Document and any other information on these pages shall not constitute a “public offer” as defined by Legislative Decree 24 February 1998, no. 58 (“TUF”), and therefore drawing up a prospectus according to the models required by Community Regulation 809/2004/EC isn’t necessary. The Admission Document therefore shall not constitute a prospectus and publication needn’t be authorized by CONSOB as set forth in Community Directive no. 2003/71/EC or any other standard or regulation governing drawing up and publishing of financial prospectuses as set forth in article 94 and 113 of Legislative Decree 24 February 1998, no. 58 TUF, including the issuer regulations adopted by CONSOB with resolution no.11971 of 14 May 1999 and as amended and supplemented. The information on this section of the website is divulged in compliance with articles 17 and 26 of the AIM Issuer Regulations.
This section of the website, the Admission Document, and any other information on the pages below is accessible only to parties that: (i) reside in Italy and are neither domiciled nor in any event are currently in the United States of America, Australia, Japan, Canada, or in any other country where the divulgence of the Admission Document and/or such information requires the approval of the competent local authorities or breaks local laws or regulations (“Other Countries”); and (ii) are not “U.S. Persons”, according to the definition in Regulation S of the United States Securities Act of 1933 and as amended, nor are parties that act on their behalf or to their benefit without the existence of a designated registration or a specific exemption to registration required as set forth in the United States Securities Act and the current legislation.
The “U.S. Persons” in the sense indicated above are barred from any access to this section of the website, downloads, memorization and/or temporary or permanent saving of the Admission Document and any other information on this section of the website. The information on this section of the website may not be copied or sent. For no reason and under no circumstances shall it be allowed to send—either directly or through third parties—the Admission Document or any other information on this section of the website to parties in the conditions under points (i) and (ii) of the paragraph above, and specifically, in the United States, Australia, Japan, Canada, or the Other Countries.
The information on this website (or on any other website that this website has hyperlinks to) shall not constitute an offer, invitation to offer, or promotional activity for the Financial Instruments for any citizen or party residing in the United States, Australia, Japan, Canada, or the Other Countries. Moreover, the Financial Instruments of the Company are not—nor shall they be—registered as set forth in the United States Securities Act of 1983 and as amended, or with any other regulation authority of any state or other jurisdiction of the United States and shall not be offered or sold in the United States or to, or on behalf or benefit of, a “U.S. Person” as defined herein, in the absence of the abovesaid registration or express exemption from this obligation, or in Australia, Japan, Canada, or in Other Countries.
Regulation S of the United States Securities Act of 1933 and as amended defines a “U.S. Person“ as: (a)any natural person residing in the United States; b) “partnerships” and “corporations” incorporated and organized according to the current legislation in the United States; (c) any property whose administrators or managers are a “U.S. Person“; (d) the trusts whose trustees are a “U.S. Person“; (e) any agency or branch of a party seated in the United States; (f) (“non-discretionary accounts“); (g) other similar accounts (except for property or trusts), managed or administered in trust on behalf of or to the benefit of a “U.S. Person“; (h) “partnerships” and “corporations” if (i) incorporated and organized according to the laws of any foreign jurisdiction; and (ii) incorporated by a “U.S. Person” with the main objective of investing in securities not registered as set forth in the United States Securities Act of 1933 and as amended unless they were incorporated or organized and held by accredited investors (according to the definition in Rule 501(a) of the United States Securities Act of 1933) that are not natural persons, property, or trusts.
To access this section of the website, the Admission Document, and any other information on the following pages, I state, under my full responsibility, to be a resident in Italy and neither to be domiciled nor to currently be in the United States, Australia, Japan, Canada, or the Other Countries, and not to be a “U.S. Person” as defined in Regulation S of the United States Securities Act del 1933 and as amended.
investor.relations@tps-group.it
Rossella Sanna
rossella.sanna@tipiesse.com
Tel. 011 0050902
