Nexi S p A: January 1, 2022 Entry into force of the merger by incorporation of SIA SpA into Nexi. Nexi SpA (“Nexi”) announces that on December 31, 2021 at 11:59 pm, the merger by incorporation of SIA SpA (“SIA”) into Nexi (the “Merger”) became effective.
Effectiveness of the merger by incorporating SIA SpA into Nexi
Change in share capital
Entry into force of the shareholders’ agreement concluded within the framework of the Merger
Validity of the appointment of new Nexi directors
Milan, January 1, 2022 – Nexi SpA (“Nexi”) announces that on December 31, 2021 at 11:59 pm, the merger by incorporation of SIA SpA (“SIA”) into Nexi (the “Merger”) became effective. A total amount of 270,054,060 Nexi shares, without express mention of nominal value, was issued in the service of the Merger, and allocated to the shareholders of SIA, for a capital increase of 24,415,087.00 euros. Following this capital increase, Nexi’s share capital amounts to 118,451,992.00 euros, divided into 1,310,191,588 ordinary shares; it being understood that the exact and effective amount of Nexi shares to be allocated (and therefore also the amount of the capital increase) will be defined on the basis of the shareholding structure of SIA and the relative rounding required for mathematical reconciliation.
A service entrusted to EQUITA SIM SpA has been made available to SIA shareholders to settle negotiations with sole intermediaries adhering to the Monte Titoli SpA system of shares which are not multiples of the minimum ratio, resulting from the application of the exchange report of no. 1.5761 Nexi shares for each no. 1 SIA actions.
In accordance with article 85-bis of the CONSOB Issuer Regulations no. 11971/1999 (as subsequently amended), the new composition of the fully subscribed and paid-up share capital, resulting from the completion of the Merger, is presented in the table below, with effect from December 31, 2021 at 11:59 p.m.
Current social capital
Previous share capital
Number of actions
Number of actions
of which total
1 310 191 588
1 310 191 588
Current Coupon Number: 1
From the effective date of the Merger, the shareholders’ agreement concluded by and between CDP Equity SpA, FSIA Investimenti Srl, PSIA Srl, Poste Italiane SpA, AB Europe (Luxembourg) Investment S.à rl, Eagle (AIBC) & CY SCA, Mercury UK Holdco Limited and Evergood H&F Lux S.à rl, which establishes, among others, the governance structure of the new group, has become effective. Pursuant to this shareholders’ agreement, a number of changes have been made to the governance of Nexi in view of the
reorganization of the same company, including, among others, the appointment of Fabio Massoli, Francesco Pettenati, Michaela Castelli, Marinella Soldi, Marina Natale and Maurizio Cereda as directors of Nexi. The aforementioned directors were appointed by the CDPE and the FSIA and appointed by co-option at the Nexi Board of Directors meeting held on December 16; in view of the effective completion of the Merger, the appointment of new directors became effective on December 31, 2021 at 11.59 p.m. in order to replace the resigning directors Giuseppe Capponcelli, Maurizio Mussi, Francesco Casiraghi and Simone Cucchetti.
Please also note that today the new statutes have been made available to the public at Nexi’s head office in Milan, Corso Sempione no. 55 and on the Nexi website (www.nexigroup.com) as well as on the authorized storage mechanism “E-Market Storage”.
Nexi is the European PayTech company operating in attractive high growth European markets and technologically advanced countries. Listed on Borsa Italiana’s MTA, Nexi has the scale, geographic scope and capabilities to drive the transition to a cashless Europe. With its innovative product portfolio, e-commerce expertise and industry-specific solutions, Nexi provides flexible support to the digital economy and the entire payments ecosystem globally, through a wide range of different channels and payment methods. Nexi’s technological platform and the best professional skills in the industry allow the company to operate at best in three market segments: Merchant Services & Solutions, Cards & Digital Payments and Digital Banking
- Enterprise solutions. Nexi constantly invests in technology and innovation, focusing on two fundamental principles: meeting, with its partner banks, the needs of customers and creating new business opportunities for them. Nexi is committed to supporting people and businesses of all sizes, transforming the way people pay and businesses accept payments. It offers companies the most innovative and reliable solutions to better serve their customers and grow. By simplifying payments and allowing individuals and businesses to forge closer relationships and grow together, Nexi fosters progress for the benefit of all. www.nexi.it
Nexi – External communication and media relations
Daniele de Sanctis
Mobile: +39 346 / 015.1000
Mobile: + 39.348 / 406.8858
Direct: +39 02 / 3488.4491
Direct: +39 02 / 3488.2202
Barabino & Partners
Office: +39 02 / 72.02.35.35
Sabrina ragon – [email protected]
Paola Cuccia – [email protected]
Marco Trevisan – [email protected]
Nexi – Investor Relations Stefania Mantegazza [email protected] Mobile: +39.335.5805703 Direct: +39 02 / 3488.8216
Nexi SpA published this content on 01 January 2022 and is solely responsible for the information it contains. Distributed by Public, unedited and unmodified, on 01 January 2022 11:16:01 AM UTC.
Public now 2022
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