Information
Regulated Notice No.
20340-22-2026Date/Time of Dissemination Start July 10, 2026 18:22:26Euronext Growth Milan
Company: BRAGA MORO User - contact person: BRAGAMOROEGMESTN01 - Petrigliano
Graziano
Type: 3.1
Date/Time Received: July 10, 2026 18:22:26 Date/Time of Dissemination Start: July 10, 2026 18:22:26
Subject: VOLUNTARY FULL TAKEOVER BID ON THE
ORDINARY SHARES OF BRAGA MORO
SISTEMI DI ENERGIA S.P.A. PROMOTED BY
POWER CONVERSION HOLDING S.R.L.-
PRELIMINARY RESULTS OF THE OFFER
97.63% OF THE ISSUER'S SHARE CAPITAL REACHED
Text of the notice
See attachment
1
THE DISSEMINATION, PUBLICATION, OR DISTRIBUTION OF THIS
COMMUNICATION IS PROHIBITED IN THE UNITED STATES OF AMERICA, AUSTRALIA,
CANADA, JAPAN, OR ANY OTHER COUNTRY WHERE IT WOULD CONSTITUTE A
VIOLATION OF APPLICABLE REGULATIONS.
VOLUNTARY FULL PUBLIC PURCHASE OFFER FOR THE ORDINARY
SHARES OF BRAGA MORO SISTEMI DI ENERGIA S.P.A. PROMOTED BY POWER
CONVERSION HOLDING S.R.L.
* * *
PRESS RELEASE
pursuant to art. 36 of the Regulation adopted by Consob with resolution no. 11971 of May 14, 1999, as subsequently amended and supplemented (the "Issuers' Regulation")
PRELIMINARY RESULTS OF THE OFFER
97.63% OF THE ISSUER'S SHARE CAPITAL REACHED
(INCLUDING SHARES SUBJECT TO THE SALE AND PURCHASE AGREEMENT)
Milan, July 10, 2026 – Power Conversion Holding S.r.l. (the "Offeror"), with reference to the voluntary full takeover bid (the "Offer") promoted by the Offeror and concerning the ordinary shares (the "Shares") of Braga Moro Sistemi di Energia S.p.A. ("Braga Moro" or the "Issuer"), as detailed in the offer document published on June 17, 2026 (the "Offer Document"), hereby announces that, as of today, at 5:30 PM, the acceptance period for the Offer (the "Acceptance Period") has concluded.
Terms used with an initial capital letter in this press release, unless otherwise defined, shall have the same meaning attributed to them in the Offer Document.
Preliminary Results of the Offer Following up on what was already communicated on July 8, 2026, and based on the preliminary results communicated by Equita SIM S.p.A., acting as the Intermediary Appointed for the Coordination of Acceptance Collection, the Offeror announces that during the Acceptance Period (i.e., from June 22, 2026, to July 10, 2026, inclusive) a total of 980,865 Braga Moro Shares were tendered in acceptance of the Offer, representing 47.05% of the Issuer's share capital and 95.21% of the Shares Subject to the Offer, for a total consideration of Euro 6,777,777.15.
Based on the preliminary results of the Offer, if confirmed, and taking into account: (i) the 1,054,364 Shares Subject to the Sale and Purchase Agreement, representing approximately 50.58% of the Issuer's share capital, and (ii) the 980,865 Shares tendered in acceptance of the Offer during the Acceptance Period, representing 47.05% of the Issuer's share capital, the Offeror will hold, upon completion of the Offer, a total of 2,035,229 Shares, representing 97.63% of the Issuer's share capital.
The final results of the Offer will be announced in a separate notice pursuant to art. 41, paragraph 6, of the Issuers' Regulation, which will be disseminated by the Offeror no later than 7:29 AM on July 16, 2026 (the "Notice of Final Offer Results").
Offer Conditions
Please note that, as indicated in Paragraph A.2 of the Offer Document, the effectiveness of the Offer is subject to the fulfillment of the following Offer Effectiveness Conditions:
- the circumstance that acceptances of the Offer are such as to allow the Offeror and the Persons Acting in Concert, considered jointly, to hold – including the Shares Subject to the Sale and Purchase Agreement and any Shares acquired outside the Offer itself in compliance with applicable regulations – a minimum number of Shares of the Issuer representing 90% of the subscribed and paid-up share capital (the "Threshold Condition");
- the fulfillment of the Suspensive Conditions of the Sale and Purchase Agreement, as defined in Paragraph 2.3 of the Preamble to the Offer Document.
In light of the preliminary results of the Offer indicated in the preceding paragraph of this notice, if confirmed, and as already communicated on July 8, 2026, the Offeror announces that the Threshold Condition has been met.
Regarding the Suspensive Conditions of the Sale and Purchase Agreement, as of today, the following conditions have been met: (A) Golden Power (see press release of July 3, 2026); (D) Bonus Shares Operations (see Issuer's press releases of June 16 and 17, 2026); and (J) Positive outcome of the Takeover Bid.
With regard to the other Suspensive Conditions of the Sale and Purchase Agreement, the Offeror announces that it will disclose in the Notice of Final Offer Results whether they have been met or not, and in the event of non-fulfillment, any decision to waive them.
In the event of non-fulfillment of the Offer Effectiveness Conditions and the Offeror's decision not to waive them, the Offer will not be completed. In such a case, the Shares tendered in acceptance of the Offer will be returned to their respective holders, by the next Business Day following the date on which the Offeror first announces the non-completion of the Offer. Should this occur, the Shares will revert to the possession of their respective holders, without any charges or expenses being debited to them.
In the event of fulfillment of the Offer Effectiveness Conditions, on July 17, 2026, payment of the Offer Consideration will be made for the Shares tendered in acceptance of the Offer during the Acceptance Period, amounting to Euro 6.91 for each Share, against the simultaneous transfer of ownership of such Shares to the Offeror.
No Reopening of Terms, Right of Purchase, and Obligation to Purchase Based on the preliminary results of the Offer indicated in the preceding paragraph of this notice, if confirmed, and considering (a) that the Offeror has achieved a holding exceeding 90% of the Issuer's share capital as a result of the Acceptance Period, and (b) that the Offeror, also on behalf of the Persons Acting in Concert,
3 Concerto, had already stated in the Offer Document its intention not to restore a free float sufficient to ensure the regular trading of the Shares, the Offeror hereby announces that: (i) the Reopening of Terms will not take place, pursuant to and for the effects of art. 40-bis, paragraph 3, letter b), of the Issuers' Regulation, and (ii) the conditions for the exercise, by the Offeror, of the Right of Purchase (which the Offeror declared its intention to exercise in the Offer Document) and for the fulfillment of the Obligation to Purchase pursuant to article 108, paragraph 1, of the TUF, with reference to n. 49,341 Shares, representing 2.37% of the Issuer's share capital, equal to the Shares not tendered to the Offer, excluding the Shares held by the Sellers, as defined in the Offer Document (the " Residual Shares ").
Without prejudice to the foregoing regarding the verification of the Offer Effectiveness Conditions, the Offeror will exercise the Right of Purchase (pursuant to art. 111 of the TUF) and will simultaneously fulfill the Obligation to Purchase, pursuant to art. 108, paragraph 1, of the TUF, as referred to by art. 13 of Braga Moro's bylaws, towards the Shareholders who have requested it, thereby proceeding with a single procedure (the " Joint Procedure "), concerning all the Residual Shares.
It is specified that, in relation to the fulfillment of the Joint Procedure, Borsa Italiana will arrange for the suspension of the Shares from trading, taking into account the time required for the exercise of the Right of Purchase, and subsequently the delisting of the Shares.
The Offeror will indicate in a dedicated section of the Communication on the Final Offer Results the methods and terms with which it will exercise the Joint Procedure and the methods and timing of the Delisting.
* * *
For the description of all the terms and conditions of the Offer, please refer to the Offer Document and the press releases relating to the Offer available, among other places, on the Offeror's website www.bragamoro.com.
This press release is available on the Offeror's website www.bragamoro.com, as well as at www.emarketstorage.it.
* * *
THE DISTRIBUTION, PUBLICATION OR DISTRIBUTION OF THIS COMMUNICATION IS PROHIBITED IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER COUNTRY WHERE IT WOULD CONSTITUTE A VIOLATION OF THE APPLICABLE REGULATIONS.
This communication does not constitute and is not intended to constitute an offer, invitation or solicitation to buy or otherwise acquire, subscribe, sell or otherwise dispose of financial instruments, and no sale, issuance or transfer of financial instruments of Braga Moro Sistemi di Energia S.p.A. will be made in any country in violation of the applicable regulations. The Offer will be made through the publication of the relevant offer document which will contain the full description of the terms and conditions of the Offer, including the subscription methods.
The publication or dissemination of this communication 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 applicable legal and regulatory provisions and ensure compliance therewith. Any failure to comply with such restrictions may constitute a violation of the applicable regulations of the relevant country. To the maximum extent permitted by applicable law, the parties involved in the Offer shall be deemed exempt from any liability or adverse consequences that may arise from the violation of the aforementioned restrictions by the aforementioned persons. This communication has been prepared in accordance with Italian law and the information disclosed herein may differ from that which would have been disclosed had the communication been prepared in accordance with the laws of countries other than Italy.
No copy of this communication nor other documents relating to the Offer will be, nor may be, mailed or otherwise transmitted or distributed in or from any country where the provisions of local law may give rise to civil, criminal or regulatory risks if information concerning the Offer is transmitted or made available to shareholders of Braga Moro Sistemi di Energia S.p.A. in such country or other countries where such conduct would constitute a violation of the laws of such country and any person receiving such documents (including custodians, fiduciaries or trustees) is required not to mail or otherwise transmit or distribute them to or from any such country.
End of Release n.20340-22-2026 Number of Pages: 6