Information for shareholders
- Ordinary Shares: 25,000,000
- SEIF WARRANTS 2019-2021: 22,634,107
- Minimum trading lot: 2,000
Stock exchange data
- Ordinary share ISIN code: IT0005353484
- Warrant ISIN code: IT0005364143
The subscribed and paid-up share capital of Società Editoriale Il Fatto S.p.A. amounts to € 2,500,000 and is divided into 25,000,000 Ordinary Shares with no specification of nominal value.
The following table shows the shareholding structure for the holders of shares representing more than 5% of the Issuer’s share capital.
|SHAREHOLDER||# OF SHARES||PERCENTAGE%|
|Edima S.r.l. (a)||2.835.784||11.34%|
|Chiare Lettere S.r.l.||2.835.784||11.34%|
|Società Editoriale Il Fatto S.p.A. (b)||2.365.893||9.46%|
|Other Shareholders (c)||2.942.276||11.77%|
(a) The Chief Innovation Officer Luca d’Aprile holds 10% of Edima S.r.l.
(b) Treasury shares
(c) Shareholders who individually hold less than 5% of the share capital including Marco Travaglio, Peter Homen Gomez and Marco Lillo
DISCLOSURE OBLIGATIONS OF SIGNIFICANT SHAREHOLDERS
Pursuant to AIM Italia Issuers’ Regulations, Società Editoriale il Fatto S.p.A. must promptly notify and make available to the public any Substantial Change disclosed by Significant Shareholders regarding ownership structure.
In accordance with AIM Italia Regulations, anyone holding at least 5% of a category of financial instruments of Società Editoriale il Fatto S.p.A. is a “Significant Shareholder”.
Exceeding the 5% threshold and reaching or exceeding the thresholds of 5%, 10%, 15%, 17%, 20%, 25%, 30%, 50%, 66.6% 82.9% and 90%, as well as dropping below the above thresholds constitute a “Substantial Change” that must be disclosed by the Significant Shareholders to Società Editoriale il Fatto S.p.A.
For this purpose, within four trading days, starting from the day on which the transaction that led to the Substantial Change was carried out, the Significant Shareholder must inform Società Editoriale il Fatto S.p.A. of:
a. The identity of the significant shareholders involved.
b. The date on which the issuer AIM Italia was informed.
c. The date on which the substantial change in investments took place.
d. The nature and extent of the significant shareholder’s participation in the transaction.
e. Where the disclosure concerns a related financial product, details of the nature of these exposures.
The disclosure can be made using the attached form, emailed in advance to the address firstname.lastname@example.org and the original sent by registered mail to: Società il Fatto S.p.A., Via Sant’Erasmo 2, 00184 Rome (RM).
Substantial change of shareholding disclosure form
Integrity requirements for shareholders
Pursuant to article 7 of the Company’s By-laws, any person holding more than 5% (five per cent) of the company’s capital represented by voting shares must meet the following requirements (the “Integrity Requirements”)1:
(i) must not have been subjected to legal disqualification or temporary disqualification from the managerial offices of legal persons and companies or, in any case, fall into one of the situations envisaged in article 2382 of the Italian Civil Code;
(ii) must not have been subjected to preventive measures ordered by the judicial authority pursuant to Italian law no. 1423 of 27 December 1956 (Preventive measures against persons who are dangerous to safety and public morality), Italian law no. 575 of 31 May 1965 (Provisions against Mafia-type criminal organisations, including foreign ones) or Italian law no. 646 of 13 September 1982 (Provisions regarding patrimonial prevention measures and supplement to Italian Law no. 1423 of 27 December 1956, to Italian Law no. 57 of 10 February 1962 and to Italian Law no. 575 of 31 May 1965 (Establishment of a parliamentary commission on the Mafia) and subsequent amendments and additions, except for the effects of rehabilitation;
(iii) must not have been convicted, even with a non-definitive sentence, or have pleaded to a prison sentence, subject to the effects of rehabilitation: (a) for one of the crimes envisaged in the special legislation governing the sectors of publishing, insurance, the financial sector, credit, securities and securities markets and by Italian legislative decree no. 231 of 21 November 2007 and subsequent amendments and additions; (b) for one of the crimes envisaged in Title XI of Book V of the Italian Civil Code and in Italian Royal Decree no. 267 of 16 March 1942 (Bankruptcy Law); or (c) for any non-culpable offence prosecuted ex officio, with a sentence of imprisonment for a period of not less than one year;
(iv) a decree that orders the judgement or a decree that orders immediate judgement for organised crimes and crimes against the public administration must not have been issued against him, without a non-definitive acquittal first having taken place.
1 The provisions of article 7 of the Company’s by-laws apply to those who directly or indirectly hold shares in the company that exceed the threshold specified in the first paragraph. In the event that such persons are legal persons, the provisions of article 7 also apply to those who perform administrative, managerial and supervisory functions within it.