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Investor relations

In order to access this website and the admission document (the “Admission Document“) it is necessary to read and accept the information below which the reader must carefully evaluate before reading, accessing or using the information in any other way provided below. By accessing this website, you agree to be subject to the terms and conditions set out below, and to any subsequent updates thereto. The Admission Document shown in this section of the website is an admission document on the Euronext Growth Milan multilateral trading system, organized and managed by Borsa Italiana S.p.A. (“Euronext Growth Milan”), ordinary shares (the “Shares”) and warrants (“Warrants”) of Magis S.p.A. (the “Company”) and was drawn up pursuant to the Euronext Growth Milan Issuers Regulation (“Euronext Growth Milan Issuers Regulation”). The Admission Document and the operation described therein do not constitute an offer to the public of financial instruments nor an admission of financial instruments to a regulated market as defined by the Consolidated Law on Finance, Consob Regulation no. 11971 of 14 May 1999, as subsequently amended and integrated, and by the equivalent legal and regulatory provisions applicable abroad. The following information and the Admission Document are accessible only to individuals who: (a) are residents in Italy and who are not domiciled nor in any case currently located in the United States of America, Australia, Japan, Canada as well as in any other country in which the dissemination of the Admission Document and/or such information requires the the approval of the competent local authorities or is in violation of local rules or regulations (“Other Countries”) e (b) are not “U.S. Person” as defined in Regulation S of the United States Securities Act of 1933, as subsequently amended, nor are persons acting on their behalf or for their benefit without the existence of a specific registration or a specific exemption from registration provided for in the pursuant to the United States Securities Act and applicable regulations. At the “U.S. Person” in the sense indicated above, the possibility of accessing and downloading the Admission Document through this website is precluded. For no reason and under no circumstances is it permitted to circulate, directly or through third parties, the Admission Document and any other information contained in this section of the website outside Italy, in particular in the United States, Australia, Japan , Canada or the Other Countries, nor is it permitted to distribute the Admission Document to a “U.S. Person” in the sense indicated above. Failure to comply with this provision may result in a violation of the United States Securities Act or applicable laws in other jurisdictions. The information contained in this website (or in any other site to which this website has hyperlinks) does not constitute an offer, invitation to offer or promotional activity in relation to actions towards any citizen or person resident in Canada, Australia, Japan or the United States of America or any other country in which such acts are not permitted in the absence of specific exemptions or authorizations from the competent authorities. The Shares and Warrants are not and will not be registered under the United States Securities Act of 1933, as amended or with any regulatory authority of any state or other jurisdiction of the United States of America and may not be offered or sold in the United States. United States of America or to, or on behalf of or for the benefit of, a U.S. Person, in the sense indicated above, in the absence of such registration or express exemption from this requirement or in other countries in which the offering of shares is subject to limitations under current legislation. To access this website, the Admission Document and any other information contained in the following pages, I declare under my full responsibility that I am resident in Italy and that I am neither domiciled nor currently located in the United States of America, Australia , Japan, Canada or Other Countries and is not a “U.S. Person” as defined in Regulation S of the United States Securities Act of 1933, as amended. I confirm that I have read and accept the above terms and conditions.

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Warrant regulation

Kid-Warrant

Euronext Growth Advisor
Invest Italy SIM S.p.A.

Auditing firm
BDO Italia S.p.A.

Specialist
Invest Italy SIM S.p.A.

Dissemination of regulated information
The company uses the “1Info SDIR” circuit managed by Computershare S.p.A. with registered office in via Lorenzo Mascheroni, n. 19, Milano.

Dissemination and making available of documents and information
The information and documents present and made available in this section called “Investor Relations” are made available and disseminated in application of article 26 of the Euronext Growth Milan Regulation.

Country of incorporation of the Issuer and main country of operation
The Issuer is a company incorporated in Italy. The Issuer’s main country of operation is Italy.

Financial instruments admitted to trading
Total ordinary shares outstanding: 4,922,660

Stock market data

  • Stock code for ordinary shares: MGS
  • Warrant Title Code: WMGS
  • ISIN code of ordinary shares: IT0005525347
  • ISIN warrant code: IT0005525321
  • Market: Euronext Growth Milan

Share capital and shareholder base

The subscribed and paid-up share capital is equal to Euro 8,449,224.10, made up of n. 4,922,660 ordinary shares, 400,000 PAS shares and 12,000 special shares. The table below illustrates the composition of the shareholder structure:

 

Azionista n. azioni ordinarie n. azioni PAS n. azioni speciali %
TIGIL S.r.l.*              164.381                21.498                        – 3,48%
Maura Ancillotti              193.291              193.293                        – 7,25%
ALEMA S.r.l.**           1.284.624                         –                        – 24,08%
Marco Marzi              185.210              185.209                        – 6,94%
FRAMA S.r.l.***           1.230.913                         –                        – 23,07%
IPO Club              380.000                         –                        – 7,12%
IPOC 6 S.r.l.              252.000                         –                12.000 4,95%
Mercato           1.232.241                         –                        – 23,10%
         4.922.660             400.000               12.000 100,00%
* società riconducibile a Maura Ancillotti e Marco Marzi
** società riconducibile a Maura Ancillotti
*** società riconducibile a Marco Marzi

 

Obligations of Significant Shareholders

Pursuant to the Euronext Growth Milan Issuers Regulation, Magis S.p.A. (the “Company”) must promptly communicate and make available to the public any Material Change communicated by Significant Shareholders regarding ownership structures.

Pursuant to the Euronext Growth Milan Issuers Regulation and art. 8 of the Company’s Articles of Association, anyone who holds at least 5% of a category of financial instruments of the Company is a “Significant Shareholder”.

Exceeding the 5% threshold and reaching or exceeding the 5%, 10%, 15%, 20%, 25%, 30%, 50%, 66.6% and 90% thresholds constitute, pursuant to the Rules on Transparency, a “Substantial Change” that must be communicated, pursuant to art. 12 of the Articles of Association, from the Significant Shareholders to the Administrative Body of the Company.

In this regard, each Significant Shareholder must communicate to the Company, within 4 trading days, starting from the day on which the operation resulting in the Substantial Change was carried out, the following information:

  • the identity of the Significant Shareholders involved;
  • the date on which the Substantial Change in the shareholdings occurred;
  • the price, amount and category of the Company’s financial instruments involved;
  • the nature of the operation;
  • the nature and extent of the Significant Shareholder’s participation in the transaction.

The communication can be made using the appropriate form attached below, sent in advance via e-mail toinvestor@magis.it and subsequently sent in original via registered letter with return receipt to the Company.

SUBSTANTIAL CHANGE COMMUNICATION FORM

2024 financial calendar

Presentation 27-03-24

2023

2023 first semester

2022

2022 first semester

2021

TIGIL internal dealing 01-31-2023

TIGIL internal dealing 18-01-2023

Internal dealing communication conversion of special shares

Shareholders Meeting – 04/27/23

notice of Shareholders Meeting – 24/04/24

Proxy form and voting instructions

Generic delegation

Declaration of acceptance of the office of additional auditor

Shareholders Meeting – 04/24/24