Informazione
Regolamentata n.
2378-106-2026Data/Ora Inizio Diffusione 30 Settembre 2026 18:09:26Euronext Milan
Societa' :THE ITALIAN SEA GROUP
Utenza - referente :ITALIANSEAGROUPN07 - Filippi Enrico
Tipologia :REGEM
Data/Ora Ricezione :30 Settembre 2026 18:09:26 Data/Ora Inizio Diffusione :30 Settembre 2026 18:09:26 Oggetto :Monthly information pursuant to art. 114, paragraph 5, legislative decree NO. 58/98 -
updated August31, 2026 Testo del comunicato
Vedi allegato
PRESS RELEASE
THE ITALIAN SEA GROUP S.P.A.
MONTHLY INFORMATION PURSUANT TO ART. 114, PARAGRAPH 5,
LEGISLATIVE DECREE NO. 58/98
UPDATED AUGUST 31, 2026
Marina di Carrara, Carrara , September 30, 2026 . The Italian Sea Group S.p.A. (hereinafter, " TISG " or the "Company "), whose ordinary shares are listed on Euronext Milan, a regulated market organised and managed by Borsa Italiana S.p.A., hereby informs the market, at the request of the Italian Companies and Exchange Commission ("Consob") pursuant to Article 114, paragraph 5, of Legislative Decree No.
58/1998 (the "Consolidated Financial Act" or "TUF"), of the updated information as at 31 August 2026 set out below.
It should be noted that:
• on 16 March 2026, the Company and the subsidiary Celi S.r.l. commenced the Negotiated Settlement procedure pursuant to Legislative Decree No. 14/2019 (the "Italian Code of Business Crisis and Insolvency" or "CCII") with an application for protective measures ;
• on 20 April 2026, the Court of Florence granted protective measures in favour of the Company vis-à-vis its creditors pursuant to Articles 18 and 19 of the CCII, for a period of 120 days commencing on 16 March 2026 (until 14 July 2026);
• on 21 May 2026, the Board of Directors acknowledged the existence of losses giving rise to the circumstances set forth under Article 2447 of the Italian Civil Code, resulting in the Company's share capital being reduced below the statutory minimum provided for under Article 2327 of the Italian Civil Code;
• on 22 July 2026, the Ordinary Shareholders’ Meeting acknowledged the Company’s financial and capital position pursuant to Article 2447 of the Italian Civil Code, as well as the resulting reduction of the Company’s share capital below the statutory minimum prescribed by Article 2327 of the Italian Civil Code ;
• on 30 June 2026, the Company requested the closure of its Negotiated Settlement procedure, while Celi S.r.l. remains subject to the Negotiated Settlement procedure;
• on 1 July 2026, the Company filed an application with the Court of Florence for access to a court -
supervised crisis resolution procedure pursuant to Article 44 of the Italian Crisis and Insolvency
Code;
• by order dated 3 July 2026, the Court:
o granted the Company a period of 60 days, expiring on 31 August 2026, to file the plan and the related proposal;
o appointed Professor Niccolò Abriani, Dr Riccardo Forgheschi and Dr Manuela Olastri as Judicial Commissioners ;
o granted the provisional application of the legal framework governing a composition with creditors on a going -concern basis ;
o scheduled the inter partes hearing on the plan for 16 September 2026. The hearing will be postponed if the deadline for filing the plan is extended
A) NET FINANCIAL POSITION
(Information required pursuant to Article 114, paragraph 5, of the Consolidated Financial Act (TUF), point (a) of Consob's request ) The Company's and the Group's Net Financial Position ("NFP") as at 31 August 2026 is summarised in the tables below.
Methodological note: The Net Financial Position has been prepared in accordance with the guidelines set out in ESMA Recommendation No. 2021/32 and the ESMA/2022/1268 Reporting Format, where applicable. The information presented herein has not been audited .
A.1 — CONSOLIDATED NET FINANCIAL POSITION (TISG GROUP )
As at 31 August 2026, the TISG Group’s net financial indebtedness amounted to 182,394 thousand, comprising 14 9,431 thousand of bank borrowings, all classified as current following the non -payment of instalments, including those relating to medium - and long -term loan facilities, and 2,863 thousand of cash and cash equivalents . Current financial indebtedness also includes current lease liabilities recognised under IFRS 16.
The item “Non -current financial indebtedness” also includes a shareholder loan of Euro 25,000 thousand granted by GC Holding S.p.A. and non -current lease liabilities of Euro 9, 369 thousand recognised under IFRS 16.
TISG Group Net Financial Debt 31-August -26
Euro thousand
A Cash 2,863 B Cash equivalents C Other current financial assets D Liquidit y (A + B + C) 2,863 E Current financial debt 150,888 F Current portion of non current financial debt
G Current financial indebtedness (E + F) 150,888 H Net current financial indebtedness (G - D) 148,025 I Non-current financial debt 34,369 J Debt instruments K Non-current trade and other payables
L Non -Current financial indebtedness (I + J + K) 34,369 M Total financial indebtedness (H + L) 182,394
A.2 — PARENT COMPANY NET FINANCIAL POSITION (TISG S.P.A.)
As at 31 August 2026, TISG S.p.A.'s Net Financial Position amounted to Euro 182,405 thousand, comprising bank debt of Euro 149,431 thousand , all classified as current following the non -payment of instalments, including those relating to medium - and long -term loan facilities, and 2,852 thousand of cash and cash equivalents .
Non-current financial indebtedness also includes a shareholder loan of Euro 25,000 thousand granted by GC Holding S.p.A. and non -current lease liabilities of Euro 9, 369 thousand recognised under IFRS 16.
Indebitamento Finanziario Netto TISG S.p.A. 31-August -26
Euro thousand
A Cash 2,852 B Cash equivalents C Other current financial assets D Liquidit y (A + B + C) 2,852 E Current financial debt 150.888 F Current portion of non current financial debt 0 G Current financial indebtedness (E + F) 150,888 H Net current financial indebtedness (G - D) 148,036 I Non-current financial debt 34,369 J Debt instruments K Non-current trade and other payables
L Non -Current financial indebtedness (I + J + K) 34,369 M Total financial indebtedness (H + L) 182,405
B) OVERDUE LIABILITIES
Set out below are the overdue liabilities of the Company and the Group as at 31 August 2026, broken down by category, together with any actions taken by creditors .
Note: "Overdue liabilities" are defined as liabilities for which the contractual or statutory payment due date has elapsed and which have not been settled, rescheduled or otherwise discharged .
B.1 — CONSOLIDATED OVERDUE DEBT POSITION (TISG GROUP )
(amount in Euro thousands — Eur/000) Nature of the debt Amount overdue at 31 August 2026 Financial liabilities 52,636 Accounts payable 99,728 Liabilities to factoring companies 98,777 Tax liabilities 20,025 Social security liabilities 20,686 Amounts due to employees 0
TOTAL DEBT OVERDUE 291,851
The TISG Group's financial liabilities towards banks amount to Euro 149,431 thousand, of which Euro 52,636 thousand relate to overdue liabilities and Euro 96,795 thousand to liabilities not yet due. It should be noted that, as a result of the non -payment of certain principal instalments and the breach of financial covenants , the lending banks may be entitled to declare all outstanding amounts immediately due and payable, including those not yet fallen due. However, to date, they have not exercised such right in light of the ongoing discussions taking place within the framework of the Negotiated Crisis Settlement procedure pursuant to Articles 14 et seq. of Legislative Decree No. 14/2019 (the "Italian Code of Business Crisis and Insolvency" or "CCII") and subsequently in the context of the pre -filing phase pursuant to Article 44 of the Italian Crisis and Insolvency Code (CCII) .
Amounts payable to financial institutions in respect of reverse factoring and confirming facilities made available to TISG's suppliers are classified as trade payables and are therefore excluded from the calculation of the Group's Net Financial Position .
Trade payables include certain positions that were subject to negotiations resulting in settlement and rescheduling agreements for the residual outstanding amounts during the Negotiated Crisis Resolution Procedure. Following the Company’s entry into the so -called “prenotativa” procedure pursuant to Article 44 of the Italian Crisis and Insolvency Code (CCII), these liabilities were reinstated as of 31 August for approximately Eur 9.5 million and, as a result, increased compared with the position as of 31 July 2026.
Such liabilities will need to be addressed through a new agreement as part of the Recovery Plan .
Overdue tax and social security liabilities, including estimated accrued penalties and interest, will be subject to a tax settlement with the Italian Revenue Agency and local authorities, as well as to a repayment plan and/or settlement, where possible, wi th the relevant social security institutions .
B.2 — OVERDUE DEBT POSITION OF THE PARENT COMPANY (TISG S.P.A.)
(amount in Euro thousands — Eur/000) Nature of the debt Amount overdue at 31 August 2026 Financial liabilities 52,636 Accounts payable 90,638 Liabilities to factoring companies 98,777 Tax liabilities 18,198 Social security liabilities 18,666 Amounts due to employees 0
TOTAL DEBT OVERDUE 278,914
TISG S.p.A.'s financial liabilities towards banks amount to Euro 149,431 thousand, of which Euro 52,636 thousand relate to overdue liabilities and Euro 96,795 thousand to liabilities not yet due. It should be noted that, as a result of the non -payment of certain principal instalments and the breach of financial covenants , the lending banks may be entitled to declare all outstanding amounts immediately due and payable, including those not yet fallen due. However, to date, they have not exercised such right in light of the ongoing discussions taking place within the framewo rk of the Negotiated Crisis Settlement procedure pursuant to Articles 14 et seq. of Legislative Decree No. 14/2019 (the "CCII") and subsequently in the context of the pre -filing phase pursuant to Article 44 of the Italian Crisis and Insolvency Code (CCII) .
Amounts payable to financial institutions in respect of reverse factoring and confirming facilities made available to TISG's suppliers are classified as trade payables and are therefore excluded from the calculation of the Net Financial Position.
Trade payables include certain supplier positions that were subject to negotiations resulting in settlement and rescheduling agreements in respect of the residual outstanding amounts during the Negotiated Crisis Resolution Procedure. Following the Company’s entry into the so -called “prenotativa” procedure pursuant to Arti cle 44 of the Italian Crisis and Insolvency Code (CCII), these liabilities were reinstated as of 31 August for approximately Euro 9.5 million and, consequently, increased compared with the previous position. Such liabilities will need to be subject to a new agreement within the framework of the Recovery Plan .
Overdue tax and social security liabilities, including estimated accrued penalties and interest, will be subject to a tax settlement with the Italian Revenue Agency and local authorities, as well as to a repayment plan and/or settlement, where possible , with the relevant social security institutions .
B.3 — CREDITORS' ENFORCEMENT ACTIONS
With regard to the actions taken by creditors, it should be noted that, since 16 March 2026, TISG has been served with 42 payment orders for an aggregate amount of Euro 2, 368 thousand.
Of these, 22 payment orders have been settled for a final agreed amount of Euro 408 thousand. As regards the payment orders still outstanding:
• 4 have been formally challenged, for an aggregate amount of Euro 561 thousand;
• 2 are currently under negotiation, for an aggregate claimed amount of Euro 43 thousand following the commencement of the proceedings pursuant to Article 44 of the Italian CCII, for which there have been no updates ;
• 2, relating to receivables assigned to factoring companies, for an aggregate amount of Euro 963 thousand, will be addressed as part of the financial restructuring negotiations with the lending
banks ;
• 1, obtained by suppliers, to be challenged, for a total amount of Euro 330 thousand.
• 5, obtained by former employees in connection with the payment of employee severance indemnities (TFR), for a total amount of Euro 54 thousand.
Furthermore, on 26 August 2026, TISG S.p.A. was served with two petitions for the commencement of judicial liquidation proceedings filed by two creditors (suppliers), for a total amount of Eur575 thousand, together with the decree scheduling the hearing for 6 October 2026. The Company will enter an appearance in the proceedings and oppose the petitions The subsidiary Celi S.r.l. has been served with 2 payment orders for an aggregate amount of Euro 14 thousand, both of which have been settled in full .
The subsidiary TISG Turkey has received, from one supplier, a precautionary enforcement proceeding and a demand for payment under an existing guarantee, amounting to Euro 260 thousand, which was paid by Banca MPS S.p.A., in connection with an outstanding debt of approximately Euro 400 thousand.
In addition, another supplier has applied for a precautionary attachment over certain tangible assets of the company in respect of an outstanding debt of approximately Euro 300 thousand .
It should be noted that, in light of the protective measures sought by the Company pursuant to Articles 54(2) and 55 of the Italian Crisis and Insolvency Code (CCII), concurrently with the filing of the application pursuant to Article 44 of the CCII, and confirmed by the Court by order dated 6 July 2026, creditors will be precluded, for the maximum period provided for under Article 55(3) of the CCII, namely four months, from commencing or continuing enforcement or precautionary proceedings against the Company’s assets or against any assets and right s used in the conduct of its business .
C) MAIN CHANGES IN RELATIONSHIPS WITH RELATED PARTIES
(Information required pursuant to Article 114, paragraph 5, of the Consolidated Financial Act (TUF), point (c) of Consob's request ) The main changes in the the Group's transactions with related parties at 31 August 2026, compared with those disclosed in the Full-Year Financial Report at 30 June 2025, are set out below.
Definition of "Related Parties": Related parties have been identified in accordance with IAS 24 – Related Party Disclosures and with the Related Party Transactions Procedure adopted by the Company pursuant to Consob Regulation No. 17221/2010 .
C.1 — CHANGES IN RECEIVABLES FROM AND PAYABLES TO RELATED PARTIES
List of Related parties Nature of the relationship
GC HOLDING S.p.A. CONTROLLING SHAREHOLDER TISG S.p.A. with 53.6%
GMC Architecture S.r.l. S.t.p. COMPANY CONTROLLED BY GC HOLDING S.P.A.
SANTA BARBARA S.r.l. RELATED PARTY TO TISG S.p.A.
(amount in Euro thousands — Eur/000) Related Parties Nature of the relationship Amount at 31 December 2025 Amount at
31 August
2026 Changes Description of the
change
GC HOLDING
S.p.A. Financial Debt 0 (25,000) (25,000) New interest -free
shareholders' loan
GMC
Architecture
S.r.l. S.t.p. Accounts receivable 1 1 0 GMC
Architecture
S.r.l. S.t.p. Accounts payable (2) (16) (14) GMC
Architecture
S.r.l. S.t.p. Consultancy costs (163) (115) 48 Lower consulting
actviity
GMC
Architecture
S.r.l. S.t.p. Service revenues 2 2 0
SANTA
BARBARA S.r.l. Rental expense (180) (15) (165) Lease agreement terminated after one
month
C.2 — CHANGES IN RELATED PARTY TRANSACTIONS DURING THE PERIOD
On 18 February 2026, the Board of Directors of TISG acknowledged the emergence of cost overruns affecting the majority of the contracts currently in progress. These cost overruns had an adverse impact
on TISG's cash position as a result of the consequent reduction in operating margins, combined with the need to continue funding the production costs associated with the ongoing contracts. Against this backdrop, the Company resolved to strengthen its financial resources through a shareholders' loan in the amount of Euro 25 million to be granted by the Company's controlling shareholder, GC Holding S.p.A.
("GCH").
The shareholders' loan bears no interest and does not entitle GCH to any fees or commissions in connection with its granting. Furthermore, until all payment obligations arising under the bank financing agreement entered into in June 2025 have been fully, u nconditionally and irrevocably discharged, any claims arising from the shareholders' loan held by GCH against the Company shall rank junior and be contractually subordinated to the claims of the lending bank syndicate.
The Company shall repay the shareholders' loan, in one or more instalments, no later than 31 December 2032.
On 8 February 2026, the lease agreement entered into between TISG and SANTA BARBARA S.r.l. on 8 February 2022, relating to the Company's use of certain premises for commercial activities with prospective and existing customers, expired at the end of its initial four -year term and was not renewed.
***
The Executive Responsible for the preparation of the Company's financial reports, Fabio Zanobini, pursuant to Article 154 -bis, paragraph 2, of Legislative Decree No. 58/1998, certifies that the accounting information contained in this press release corresp onds to the documentary evidence, accounting books and accounting records of the Company.
This press release has been issued pursuant to Article 114, paragraph 5, of Legislative Decree No.
58/1998 (the "Consolidated Financial Act" or "TUF"), at the request of the Italian Companies and Exchange Commission ("Consob"), and in accordance with the procedures set out in Part III, Title II, Chapte r I of Consob Regulation No. 11971/1999.
The financial data and information contained in this press release have not been audited or otherwise reviewed by the Company's independent auditing firm.
The information relating to the Negotiated Crisis Settlement procedure (Composizione Negoziata della Crisi) and to the Company's financial and capital position is subject to ongoing developments and may therefore change from that described in this press release.
***
This document is an English translation from Italian. The Italian original shall prevail in case of differences in interpretation and/or factual errors.
This press release is available in the Investor Relations section of the Company's website at :
https://investor.theitalianseagroup.com/press -releases/ .
***
The Italian Sea Group is a global operator in luxury yachting, listed on Euronext Milan and active in the construction and refit of motor yachts and sailing yachts up to 140 met ers. The Company, led by Italian entrepreneur Giovanni Costantino, operates on the market with the brands Admiral , renown for elegant and prestigious yachts, Tecnomar , known for its sporty features, cutting -edge design and high performance, Perini Navi , excellence in the design and construction of large sailing yachts, and Picchiotti , historical brand in the Italian yachting industry featuring classic and elegant lines. The Company also has a business unit named NCA Refit that manages the maintenance and refit services for yachts over 60 met ers. In line with its strategic positioning, The Italian Sea Group has partnered with important Italian luxury brands like Automobili Lamborghini – to design and produce “Tecnomar for Lamborghini 63”, a limited -edition motor yacht featuring extraordinary performances and quality beyond limits. According to the Global Order Book 2024, international ranking by Boat Internationa l, The Italian Sea Group is the first Italian superyacht builder for yachts over 50 met ers.
For further information:
Image Building
Tel. +39 02 89011300 / +39 06 68392100
E-mail: theitalianseagroup@imagebuilding.it
Investor Relations
The Italian Sea Group Tel. +39 0585 5062
E-mail: investor.relations@theitalianseagroup.com
Fine Comunicato n.2378-106-2026 Numero di Pagine: 12