Informazione
Regolamentata n.
20053-192-2026Data/Ora Inizio Diffusione 9 Settembre 2026 15:57:09Euronext Star Milan
Societa' :TINEXTA
Utenza - referente :TINEXTANSS01 - Mastragostino Josef
Tipologia :3.1
Data/Ora Ricezione :9 Settembre 2026 15:57:09 Data/Ora Inizio Diffusione :9 Settembre 2026 15:57:09
Oggetto :DELISTING OF THE ORDINARY SHARES OF
TINEXTA STARTING FROM TODAY
Testo del comunicato NOTICE RELEASED TO THE MARKET BY TINEXTA S.P.A. ON BEHALF OF ZINC BIDCO S.
P.A.
PRESS RELEASE RELEASED TO THE MARKET BY TINEXTA S.P.A. ON BEHALF OF ZINC BIDCO S.P.A.
THE DISCLOSURE, PUBLICATION, OR DISTRIBUTION OF THIS PRESS RELEASE IS PROHIBITED IN OR
TO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER COUNTRY
WHERE SUCH ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT APPLICABLE
REGULATIONS
VOLUNTARY TOTAL ITARIAN PUBLIC TENDER OFFER FOR THE ORDINARY SHARES OF
TINEXTA S.P.A. PROMOT ED BY ZINC BIDCO S.P.A.
PRESS RELEASE
pursuant to Article 36 of the Regulation adopted by CONSOB with R esolution N o. 11971 of 14 May 1999, as subsequently amended and supplemented (the “Issuers’ Regulation”) ** * **
THE OFFEROR HAS CAR RIED OUT THE JOINT PROCEDURE FOR THE EXERCISE OF THE
PURCHASE RIGHT PURSUANT TO ARTICLE 111 OF THE TUF AND THE FULFILLMENT OF THE
PURCHASE OBLIGATION PURSUANT TO ARTICLE 108, PARAGRAPH 2, OF THE TUF
DELISTING OF THE ORDINARY SHARES OF TINEXTA STARTING FROM TODAY
Milan, 9 September 2026 – With reference to the voluntary totalitarian public tender offer (the “Offer ”) promoted by Zinc BidCo S.p.A. (the “ Offeror ”) pursuant to Articles 102 et seq . of Legislative Decree No. 58 of 24 February 1998 (the “ TUF ”) and concerning the ordinary shares (the “ Shares ”) of Tinexta S.p.A. (“ Tinexta ” or the “ Issuer ” or the “ Company ”), the Offeror hereby announces the following .
Capitalised terms used in this press release, unless otherwise defined herein, shall have the same meaning ascribed to them in the offer document relating to the Offer, approved by CONSOB by Resolution No. 24046 of 24 June 2026 and published by the Offeror on 26 June 2026 (the “ Offer Document”).
Settlement of the Joint Procedure It should be noted that, as announced in the press release of S eptember 1st, 2026, CONSOB, by Resolution No. 24118 of September 1st, 2026, pursuant to Article 50, paragraph 11, of the Issuers’ Regulation, has determined the consideration for the Joint Procedure to be equal to Euro 15.02, corresponding to the average of the parameters referred to in Article 50, paragraph 5, letters (a), (b) and (d) of the Issuers’ Regulation ( i.e., the consideration for the Offer of Euro 15.00 per Share;
the weighted average market price of the Shares in the six -month period prior to the announcement of the Offer, amounting to Euro 15.06 per Share; and the price of purchases made by the Offeror in th e twelve months prior to the arising of the Purchase Obligation, which never exceeded Euro 15.00 per Share) for each of the 4,500,163 Shares still outstanding, i.e ., the Shares that were not tendered during the Acceptance Period and were not purchased by the Offeror outside the Offer, and excluding the Treasury Shares, equal to approximately 9.53% of the Issuer’s share capital and equal to approximately 8.07% of the related voting rights (the “ Remaining Shares ”).
The Offeror hereby announces that, as of today, it has exercised the Purchase Right and, at the same time, has fulfilled the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF, thus having carried out the Joint Procedure in relation to all the Remaining Shares.
In particular , the Offeror hereby announces that, on the date hereof, it has communicate d to the Issuer - pursuant to and for the purposes of Article 111, paragraph 3, of the TUF - the deposit and availability of an amount equal to the total consideration for the Remaining Shares, equal to Euro 67,592,448.26 (the “ Total Consideration ”), with Intesa Sanpaolo
S.p.A. (the “ Bank ”) on a bank account in the name of the Offeror and bound to the payment of the Total Consideration , in accordance with irrevocable instructions provided by the Offeror to the Bank.
Therefore, pursuant to Article 111, paragraph 3, of the TUF, as of the date of notification of the deposit with the Bank, the transfer of the Re maining Shares to the Offeror has been completed on the date hereof , with the consequent registration by the Issuer in the shareholders’ register of the Offeror as holder of the Re maining Shares.
Holders of the Remaining Shares will be entitled to obtain payment of the Consideration for the Joint Procedure - equal to Euro 15.02 for each Remaining Share - directly through their respective intermediaries. The obligation to pay the Consideration for the Joint Procedure will be deemed fulfilled once the relevant amounts are transferred to the Intermediaries in Charge from which the Re main ing Shares subject to the Joint Procedure originate. Holders of the Remaining Shares bear the sole risk that the Intermediaries in Charge or the Custodian Intermediaries fail or delay in transfer ring the amounts to the entitled holders.
It should also be noted that – upon expir y of the five -year limitation period under Article 2949 of the Civil Code, without prejudice to the provisions of Articles 2941 et seq. of the Civil Code – the right of holders of the Remaining Shares to obtain the payment of the Consideration for the Joint Procedure will be extinguished by the statute of limitations, and the Offeror will be entitled to obtain the refund of any portion of the Total Consideration not collected by the entitled holders .
Delisting of the Shares The Offeror also notes that, as of the date hereof, with decision No. 9142 dated September 2nd, 2026, Borsa Italiana has ordered the delisting of the Shares from Euronext Milan, Euronext STAR Milan segment ( following the suspension from trading in the sessio ns of September 7 and 8, 2026).
** * ** This press release does not constitute and is not intended to constitute an offer, invitation or solicitation to buy or other wise acquire, subscribe, sell or otherwise dispose of financial instruments, and no sale, issue or transfer of financial instrument s of Tinexta S.p.A. will be made in any country in violation of the applicable regulations therein.
The Offer was made through the publication of the relevant Offer Document, approved by CONSOB. The Offer Document contains a full description of the terms and conditions of the Offer, including the methods of acceptance. The publication or dissemination o f this press r elease in countries other than Italy may be subject to restrictions under applicable law and, therefore, any person subject to the laws of any country other than Italy is required to independently obtain information on any restrictions provided for by appl icable laws and regulations and ensure compliance with them. Any failure to comply with these restrictions may constitute a violation of the applicable laws of the relevant country . To the maximum extent permitted by applicable law, the parties involved in the Offer shall be exempt from any liability or adverse consequences that may arise from the violation of the above restrictions by the aforementioned persons. This press release has been prepared in accordance with It alian law and the information disclos ed herein may differ from that which would have been disclosed if the notice had been prepared in accordance with the laws of countries other than Italy.
No copy of this press release or other documents relating to the Offer shall be, or may be, sent by mail or otherwise transmi tted or distributed in any country where local regulations may give rise to civil, criminal, or regulatory risks if information con cerning the Offer is transmitted or made available to shareholders of Tinexta S.p.A. in that country or other countries where such conduct would constitute a violatio n of the laws of that country, and any person receiving such documents (including custodia ns, trustees, or fiduciaries) is required not to send by mail or otherwise transmit or distribute them to or from any such country.
Fine Comunicato n.20053-192-2026 Numero di Pagine: 4