THIS PRESS RELEASE IS ISSUED ON BEHALF OF MATTINA HOLDING S.A.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF
AMERICA OR ITS TERRITORIES OR POSSESSIONS, CANADA, SOUTH AFRICA,
AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD
CON STITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND THE
INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF
AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING THE
UNITED STATES OF AMERICA OR ITS TERRITORIES OR POSSESSIONS CANADA ,
SOUTH AFRICA, AUSTRALIA OR JAPAN. NEITHER THIS ANNOUNCEMENT NOR
ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON
IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY
JURISDICTION
PRESS RELEASE
Proposed offering of Gens Aurea S.p.A ordinar y share representing approximately 5.0% of the share capital , through an accelerated bookbuilding procedure .
Milan , 7 October 2026 . Mattina Holding S.A. (“the Selling Shareholder ”) announce s today the launch of a placement of approximately 5 million ordinary shares (the “ Sale Shares ”) of Gens Aurea S.p.A. (“Gens Aurea ” or the “Company ”), representing approximately 5.0% of the Company’s existing share capital , through a private placement by way of an accelerated bookbuild offering (the “ Placement ”).
The Placement is intended to enhance the free float and liquidity of Gens Aurea shares following the IPO . Assuming all the Sale Shares are sold , the Selling Shareholder will retain a direct stake of approximately 83.8% of Gens Aurea's share capital.
The Placement will be made to certain institutional investors (including investors meeting the requirements of qualified institutional buyers in the United States pursuant to Rule 144A of the United States Securities Act of 1933, as amended) by way of an accelerated bookbuilding process.
The b ookbuilding process will commence immediately. The Selling Shareholder reserve s the right to change the terms or timing of the Placement at any time. The Selling Shareholder will announce the outcome of the transaction upon its completion.
BNP PARIBAS and Jefferies are acting as Joint Global Coordinators and Joint Bookrunners (the “ Joint Global Coordinators ”).
Hogan Lovells Cadwalader acted as Italian, English, Luxemburg and US legal counsel.
The Selling Shareholder has agreed to a 90-day lock -up for its remaining shares in Gens Aurea , subject to waiver from the Joint Global Coordinators and certain other customary exceptions. The Company will not receive any proceeds from the Placement.
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This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, South Afric a, Australia, Japan or any other jurisdiction where such an announcement 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 restrictions. Any failure to comply with these restrictions may constitute a violati on 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 (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the securities in the United States or in any other jurisdiction where such an offer would be unlawful. 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.
In any Member State of the European Economic Area (the "EEA"), this communication is addressed solely to qualified investors within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"). Any offer of securities to the pu blic that may be deemed to be made pursuant to this communication in any EEA Member State is only addressed to such qualified investors. No securities have been offered or will be offered to the public in any EEA Member State except in circumstances that d o not require the publication of a prospectus pursuant to the EU Prospectus Regulation.
In the United Kingdom, this announcement is directed exclusively at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 , as amended (the "UK Prospectus Regulation"), and who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) high net worth entitie s and other persons falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom this announcement may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). This announcement must not be acted on or relied on by persons who are not Relevant Persons.
This announcement does not constitute 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 wou ld permit an offering of the securities or the 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.