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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO
THE UNITED STATES, CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
Announcement released by Italian Exhibition Group S.p.A. also on behalf of Amber Capital Italia SGR S.p.A.in its capacity as manager of the Amber Italia Exhibition Opportunity (AIEO) fund
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Press release
IEG AND AMBER CAPITAL ANNOUNCE THAT THE OFFER HAS BEEN
FULLY SUBSCRIBED BY THE MARKET
Rimini, 7th October 2026 - Following the press release issued on 6th October 2026, Italian Exhibition Group S.p.A. (“ IEG” or the “Company ”) (for Euronext Milan: IEG), a leading company in Italy in the organisation of international trade fairs and listed on Euronext Milan, the regulated market organised and managed by Borsa Italiana S.p.A., and Amber Capital Italia SGR S.p.A. (“ Amber Capital ”), announce the success of the share offer intended at increasing free float and liquidity.
The Joint Global Coordinators have received orders for shares in excess of the initial offer; with allocations focussed on prioritising the quality of investors, thus limiting the placement to 1,059,784 shares. The shares placed represent 3.4% of the Issuer’s share capital, of which a total of 145,389 shares are held in IEG’s portfolio and a total of 914,395 IEG shares are held by Amber Capital in its capacity as manager of Amber Italia Exhibition Opportunity (AIEO) (the “Transaction ”).
The shares sold were placed at a price per share of Euro 13.26, for a total gross consideration of Euro 14,052,735.84, of which (i) Euro 1,827,858.14 attributable to IEG for the sale of no. 145,389 treasury shares and (ii) Euro €12,124,877.70 attributable to Amber Capital for the sale of no. 914,395 shares.
Following completion of the Transaction, IEG will hold a total of 173,611 treasury shares, corresponding to 0.6% of the share capital; while Amber Capital in its capacity as manager of funds and vehicles, through the no. 3,170,386 shares held by the Amber Italia Exhibition Opportunity (AIEO) fund and the no. 74,511 shares held by the Alpha Ucits Sicav/Amber Equity Fund, will hold a total of no. 2,330,502 IEG shares, corresponding to 7.6% of IEG’s share capital and 4.3% of the voting rights.
The Transaction allowed to increase IEG’s free float by 3.4% of the share capital, in line with the objective of broadening the shareholder base and enhancing the liquidity of IEG shares.
The Transaction, as indicated in the press release issued on 6th October 2026, was carried out through an accelerated bookbuilding procedure reserved to qualified investors outside the United States of America, in accordance with
2 Regulation S under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”), and, in the United States, exclusively to qualified institutional buyers (“ QIBs”) pursuant to Rule 144A under the Securities Act, excluding, in particular, Canada, Japan and Australia; and to qualified investors within the European Economic Area, pursuant to the exemptions from the obligation to publish a prospectus under Article 1, paragraph 4, letters (a) and (b) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, as amended.
Settlement of the Transaction ( i.e. delivery of the shares and payment of the consideration) will take place on 9th October 2026.
Cantor Fitzgerald Ireland Limited and TP ICAP Midcap acted as Joint Global Coordinators and Joint Bookrunners in connection with the Transaction.
Gianni & Origoni acted as Italian deal counsel for the Transaction, while Moore Van Allen acted as U.S. counsel to the Joint Global Coordinators and Joint Bookrunners ; CDR Communication acted as the company’s IR adviser.
In connection with the Transaction and consistently with market practice for placements of this nature, IEG and Amber Capital have undertaken towards the Joint Global Coordinators and Joint Bookrunners not to dispose of the further IEG shares held by them for a period of 12 months from the settlement date of the Transaction, save with the express consent of Cantor Fitzgerald Ireland Limited and TP ICAP Midcap (the “ Lock Up”). It is noted that the Lock Up does not apply to the no. 74,511 shares held by the Alpha Ucits Sicav/Amber Equity Fund .
For further information, please refer to the press release announcing the commencement of the Transaction.
Disclaimer
This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, South Africa, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement and the offer and sale of securities referred to herein may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, without registration thereunder except pursuant to an available exemption therefrom. Neither this document nor the information contained herein constitutes or forms part of an offer to sell, or the solicitation of an offer to buy, securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the Company or Amber Capital and that will contain detailed information about the company and management, as well as financial statements.
Pursuant to the Prospectus Regulation, in member states (each, a “Relevant Member State”) of the European Economic Area (“EEA”), this announcement and any offer if made subsequently is directed exclusively at persons who are “qualified investors” within the meaning of the Prospectus Regulation (“Qualified Investors”). For these purposes, the expression “Prospectus Regulation” means Regulation (EU) 2017/1129 and includes any relevant implementing measure in the Relevant Member State. In the United Kingdom this announcement is directed exclusively at persons who are “qualified investors” (as defined in the Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018) who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (ii) persons referred to in Article 49(2) (a) to (d) of the
3 Order (high net worth entities, non-registered associations, etc.) and (iii) other persons to whom this document may be lawfully communicated or caused to be communicated; any other persons in the United Kingdom should not take any action on the basis of this announcement and should not act on or rely on it.
This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Cantor Fitzgerald Ireland Limited and TP ICAP Midcap (the “Joint Bookrunners”) or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
In connection with the offering of the shares of Italian Exhibition Group S.p.A. (the “Shares”), the Joint Bookrunners and any of its affiliates acting as an investor for their own account may take up as a proprietary position any Shares and in that capacity may retain, purchase or sell for their own account such Shares. In addition the Joint Bookrunners or its affiliates may enter into financing arrangements and swaps with investors in connection with which the Joint Bookrunners (or its affiliates) may from time to time acquire, hold or dispose of Shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Shares.
Any investment decision in connection with the Shares must be made solely on the basis of all publicly available information relating to the Shares (which has not been independently verified by the Joint Bookrunners).
The Joint Bookrunners are acting on behalf of the Company and Amber Capital and will not be responsible to any other person for providing the protections afforded to clients of the Joint Bookrunners nor for providing advice in relation to any offering of the Shares.
This communication and any subsequent offer of securities may be restricted by law in certain jurisdictions and persons receiving this communication or any subsequent offer should inform themselves about and observe any such restriction and must not under any circumstances forward this communication to any other person. Failure to comply with such restrictions may violate securities laws of any such jurisdiction.
*** This press release is online at www.1info.it and on the Company's website www.iegexpo.it (Investor Relations/Press Release section).
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For further information:
ITALIAN EXHIBITION GROUP S.P.A.
Investor Relation
Martina Malorni |Investor Relator |martina.malorni@iegexpo.it | +39 0541 744452
Press Contact
Elisabetta Vitali |Head of corporate communication and media relation | elisabetta.vitali@iegexpo.it | +39 0541 744228
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