Milan, November 29, 2023. With reference to the paid capital increase of B.F. S.p.A. (“BF” or the “Company”), in divisible form, for a maximum amount (including share premium) of €299,295. 304, which is the subject of the resolutions of the Company’s board of directors of October 16 and November 6, 2023, pursuant to the authority granted to the administrative body by BF’s extraordinary shareholders’ meeting of September 27, 2023 pursuant to Article 2443 of the Italian Civil Code (the “Capital Increase”), it is hereby announced that BF has received from BPER Banca S. p.A. (“BPER”) a commitment to exercise all 6,250,000 option rights – valid for the subscription of new shares of the Company arising from the Capital Increase (respectively, the “Option Rights” and the “New Shares”) – to date held by BPER as a result of purchases on the regulated market Euronext Milan of Borsa Italiana S. p.A. during the period of negotiability of the Option Rights, undertaking, therefore, to subscribe 2,500,000 New Shares, for a total amount of Euro 10 million.
The commitment made by BPER in connection with the Capital Increase is in addition to the Capital Increase subscription commitments previously made by:
(a) Dompè Holdings S.r.l., Arum S.p.A., Intesa Sanpaolo S.p.A, Eni Natural Energies S.p.A. and Inalca S.p.A. – holders, as of today, of stakes representing a total of 57.86% of BF’s share capital – to exercise in full all the Option Rights to which they are each entitled under the Capital Increase and, therefore, to subscribe New Shares pro rata with respect to the stake in BF held by each for a total amount of approximately 171.8 million euros;
(b) Fondazione ENPAM – Ente Nazionale di Previdenza e Assistenza dei Medici e degli Odontoiatri (National Welfare and Assistance Institution for Physicians and Dentists) – holder, as of today’s date, of a stake representing 1.85% of BF’s share capital – to: (i) exercise a number of Option Rights to which it is entitled under the Capital Increase; and (ii) purchase on Euronext Milan a number of Option Rights during the stock exchange offer pursuant to Article 2441, paragraph 3, of the Italian Civil Code and exercise the same (within the limits of availability of such Option Rights) such that ENPAM – as a result of the execution of the commitments set forth in points (i) and (ii) – comes to hold a stake in BF’s share capital not exceeding 1.99%;
(c) Finanziaria Tosinvest S.p.A. (“Tosinvest”) to: (i) purchase 6,250,000 Option Rights on Euronext Milan during the period of negotiability of the Option Rights or, alternatively, during the stock exchange offering pursuant to Article 2441, paragraph 3, of the Italian Civil Code; and (ii) exercise all Option Rights purchased pursuant to (i) above by subscribing no. 2,500,000 New Shares, within the limits of availability of the Option Rights themselves and up to a maximum total amount (including share premium) of €10 million (net of any costs incurred by Tosinvest for the purchase of the Option Rights on Euronext Milan).
B.F. S.p.A. is a holding company, listed on the Milan Stock Exchange, whose shareholders include institutional investors, credit institutions and private entrepreneurs. The company is active, through its subsidiaries, in all sectors of the Italian agro-industrial supply chain: from the selection, processing and marketing of seeds (through S.I.S. Società Italiana Sementi S.p.A.), to the ownership of the land from which 100% Made in Italy agricultural products are obtained (through Bonifiche Ferraresi S.p.A. Società Agricola, the largest Italian agricultural company by UAA – Superficie Agricola Utilizzata and BF Agricola S.r.l. Agricultural Company), to their processing and marketing (through B.F. Agro-Industrial s.r.l.) through its own distribution brand (Le Stagioni d’Italia) or in partnership with the most important large-scale retail chains. The company is also present in the market of marketing, production and provision of services and products for agricultural operators (through Consorzi Agrari d’Italia S.p.A. and its subsidiaries). More information can be found at “www.bfspa.it”.
