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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 LAUNCH THE SALE OF ITALIAN EXHIBITION
GROUP SHARES TO INCREASE FREE FLOAT AND LIQUIDITY
Rimini, 6th October 2026 – Italian Exhibition Group S.p.A. (" IEG" or the " Company ") (Euronext Milan: IEG) and Amber Capital Italia SGR S.p.A. (" Amber Capital") announce that they have jointly commenced the sale of 1,159,000 shares of the Company, corresponding to approximately 3.8% of its share capital (the " Transaction ").
The shares offered consist of no. 159,000 treasury shares sold by IEG and no. 1,000,000 shares sold by Amber Capital.
IEG, a leading company in Italy in the organisation of international trade fairs, is listed on Euronext Milan, the regulated market organised and managed by Borsa Italiana S.p.A., and currently holds no. 319,000 treasury shares, corresponding to approximately 1.03% of the share capital.
Amber Capital, in its capacity as manager of funds and vehicles, holds in the aggregate no. 3.244.897 IEG shares, corresponding to approximately 10.5% of the share capital and approximately 6.08% of the voting rights, of which no.
3,170,386 shares are held by the Amber Italia Exhibition Opportunity (AIEO) fund and no. 74,511 shares are held by the Alpha Ucits Sicav/Amber Equity Fund.
The Transaction is aimed at increasing the free float of the Company and, consequently, increasing the liquidity of the IEG shares on the market. The proceeds will be used for general corporate purpose.
The placement will be carried out through an accelerated bookbuilding procedure reserved to qualified investors outside the United States of America, in accordance with 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.
The Transaction is made by the Company in accordance with the terms and procedures set out in the shareholders’
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The Transaction commences immediately and the placement may be closed at any time. The results of the Transaction, including the number of shares sold and the price per share, will be announced as soon as possible after the closing of the bookbuilding procedure.
Cantor Fitzgerald Ireland Limited and TP ICAP Midcap are acting as Joint Global Coordinators and Joint Bookrunners in connection with the Transaction.
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 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”). Please note that the lock-up does not apply to the 74,511 shares held by Alpha Ucits Sicav/Amber Equity Fund.
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 and the offer and sale of securities referred to herein would be unlawful. The distribution of this announcement 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 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
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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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