Investor relations - Fae Technology

Financial Highlights

IPO

Admission Document

In order to access the admission document (the Admission Document), you must read and accept the disclosure below, which the reader must consider carefully before reading, accessing, using, or otherwise dealing in any way with the information provided below. By accessing the section containing the Admission Document of this website, you agree to be subject to the following terms and conditions, which may be subsequently amended or updated and, therefore, should be read in full each time you access the aforementioned section of this website.

The Admission Document has been prepared pursuant to the regulations applicable to issuers of the multilateral trading system, organized and managed by Borsa Italiana S.p.A., “Euronext Growth Milan” (the Euronext Growth Milan Issuers’ Regulation), for the purpose of the admission of the ordinary shares (the Shares) of FAE Technology S.p.A. – Benefit Company (the Company) to that multilateral trading system.

The Admission Document and the transaction described therein, as well as any other information contained therein, do not constitute an “offer to the public” of financial instruments – as defined in Legislative Decree No. 58 of February 24, 1998, as subsequently amended and supplemented (the CFA) – so that it is not necessary to prepare a prospectus in accordance with the formats set out by European Regulation No. 1129/2017 and Delegated European Regulation No. 980/2019, except as required by the Euronext Growth Milan Issuers’ Regulation.

Therefore, the Admission Document is not a prospectus as per the above regulation, and its publication does not need to be authorized by CONSOB pursuant to Regulation (EU) 1129/2017 or any other law or regulation governing the preparation and publication of prospectuses pursuant to articles 94 and 113 of the CFA, including the issuers’ regulation adopted by CONSOB with resolution No. 11971 of May 14, 1999, as subsequently amended and supplemented.

The information contained in the section of this website you are about to access is disseminated in accordance with the provisions of Articles 17 and 26 of the Euronext Growth Milan Issuers’ Regulation.

The information contained in the aforementioned section of this website and the Admission Document may not be copied or forwarded and is accessible only to individuals who: (a) are resident in Italy and are not domiciled nor currently located in the United States of America, Australia, Japan, Canada or in any other country where the circulation of the Admission Document and/or the above information requires the approval of the local relevant authorities or is in violation of local rules or regulations (Other Countries); and (b) are not “U.S. Persons”, according to the definition of regulation S of the United States Securities Act of 1933, as subsequently amended, nor parties acting on their behalf or for their benefit, without appropriate registration or a specific waiver to the registration required by the United States Securities Act, as subsequently amended, and applicable regulations.

The “U.S. Person” in the above sense is precluded from accessing the aforesaid section of this website and from temporarily or permanently downloading, storing and/or saving the Admission Document and any other information contained in that section of this website.

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 the relevant section of this 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 do so may result in a violation of the United States Securities Act of 1933, as amended, or applicable law in other jurisdictions.

Information contained in this website (or in any other website with which this website has hypertext links) does not constitute a bid, an invitation to offer or a promotional activity in relation to the Shares with regard to any citizen or resident person of Canada, Australia, Japan or the United States of America or one of the Other Countries.

The Shares are not and will not be subject to registration, pursuant to the United States Securities Act of 1933, as subsequently modified, or by any regulatory authority of any state or other jurisdiction of the United States of America and may not be offered or sold within the United States of America or on behalf of, or for the benefit of, a “U.S. Person”, as defined above, in the absence of such registration or the express exemption from this requirement, or within other countries in which the offering of shares is subject to limitations under applicable legislation.

Regulation S of the United States Securities Act of 1933, as amended, defines a “U.S. Person” as: (1) Any natural person resident in the United States; (2) Any partnership or corporation organized or incorporated under the laws of the United States; (3) Any estate of which any executor or administrator is a U.S. person; (4) Any trust of which any trustee is a U.S. person; (5) Any agency or branch of a foreign entity located in the United States; (6) Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (7) Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and (8) Any partnership or corporation if: (i) Organized or incorporated under the laws of any foreign jurisdiction; and (ii) Formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a), as subsequently amended) who are not natural persons, estates or trusts.

To access the Admission Document and the relative section of this website, the Admission Document and any other information contained in the following pages, I declare in good faith to be resident in Italy and not to be domiciled, nor presently located, in the United States of America, Australia, Japan, Canada or in the Other Countries and not to be a “U.S. Person” as defined by regulation S of the United States Securities Act of 1933, as subsequently amended.

Accetta e scarica documento di ammissione

Accetta e scarica regolamento warrant

Integrae SIM S.p.A.

Euronext Growth Advisor e Global Coordinator

Banca Investis

Co-lead manager

DWF LLP Italian Branch

Legal and Employment Consultant

RSM – Società di Revisione e Organizzazione Contabile S.p.A.

Auditor & Financial Due Diligence Advisor

RSM Italy Corporate Finance S.r.l.

Tax Due Diligence Advisor

Studio Gandolfi Stp S.r.l.

Labor advisor

Thanai Communication Advisors

Communication Advisors

Shareholding Structure And Share Capital

The share capital of FAE Technology S.p.A. – Benefit Company is Euro 568.476,25, divided into 17,615,875 ordinary shares with no indication of par value.
The ordinary shares of FAE Technology S.p.A. – Benefit Company are admitted to trading on Euronext Growth Milan.

The following table presents the shareholder structure, according to the results of the shareholders’ register, in addition to other information available to FAE Technology S.p.A. – Benefit Company.

Latest update: 24/07/2024

Disclosure obligations for Significant Shareholders

Pursuant to the Euronext Growth Milan Issuers’ Regulation approved and published by Borsa Italiana S.p.A. and subsequent amendments and supplements (the “Euronext Growth Milan Issuers’ Regulation”), those persons who comes to hold at least 5% of a class of financial instruments of FAE Technology S.p.A. – Benefit Company admitted to trading on Euronext Growth Milan are considered to be a “Significant Shareholder.” Reaching or exceeding the thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 50%, 66.6%, and 90% of the share capital, as well as falling below the aforementioned thresholds, constitute, pursuant to the Euronext Growth Milan Issuers’ Regulation, a “Substantial Change” that must be reported by Significant Shareholders to FAE Technology S.p.A. – Benefit Company within 4 trading days, starting from the day on which the transaction involving the Substantial Change was carried out.

Such communication must indicate:

The identity of the Significant Shareholders involved;

the date on which FAE Technology S.p.A. – Benefit Company was informed;

the date on which the Substantial Change of holding took place;

the price, amount and class of the financial instruments of FAE Technology S.p.A. – Benefit Company involved;

the type of operation;

the nature and size of the holding of the Significant Shareholder in the operation.

To this end, each Significant Shareholder may use the disclosure templates set out in the “Transparency Rules” (as defined in the Euronext Growth Milan Issuers’ Regulation) with particular regard to the information and disclosures due from Significant Shareholders. The above notice shall be made by registered letter with return receipt, to be sent to the Company at its registered office in Gazzaniga (BG) Via Cesare Battisti 136, Postcode 24025, sent in advance to the Company’s PEC (registered email address) at faesrl@pec.faesrl.com.

The identity of the Significant Shareholders involved;

Modulo Comunicazione Azionista Significativo

Significant shareholder communication form

Financial Statements And Periodic Reports

2024

Consolidated half-year financial report at June 30, 2024

Warrant

KID Warrant – FAE Technology S.p.A. – SB-2023

KID Warrant – FAE Technology S.p.A. – SB-2022

Presentations

Year 2024

02_10_2024_Investor presentation

09_07_2024_Investor presentation

04_06_2024_Investor presentation

28_03_2024_Investor presentation_Investor Access Event Paris

Year 2023

05_10_2023_ Investor Presentation Interim Results

04_04_2023_Investor Access Event_Paris

Financial Press Release

Year 2024

31_10_2024_Opening of the second exercise period of the "2022-2025 FAE Technology SB Warrants”

27_09_2024_Board of Directors approves consolidated half-year financial report at June 30, 2024

24_09_2024_FAE Technology expands with acquisition of IpTronix

24_07_24_Revokes EGA and Specialist

23_07_24_Release of 100,000 shares subject to Lock-Up and simultaneous sale by shareholder Sehme S.a.g.l. to a foreign institutional investor

11_07_24_Notice of change in share capital

02_07_24_Communication pursuant to Article 17 of Euronext Growth Milan Issuers' Regulation: substantial change of significant shareholders

27_06_24_Exercise of options under the “2023-2028 Stock Option Plan” incentive plan

26_06_24_Release of 373,854 shares subject to Lock-up and simultaneous sale by majority Shareholder GML Ventures S.r.l. to French fund NextStage AM, which strengthens its holding

31_05_24_Ordinary and Extraordinary Shareholders’ Meeting

30_04_24_Board of Directors approves statutory financial statements and consolidated financial statements at december 31, 2023

28_03_24_FAE Technology reports revenues of Euro 61.7 million in 2023, +56.5% on 2022

12_03_24_Notice pursuant to Article 17 of the Euronext Growth Milan issuers' regulation: substantial change in significant shareholders

Year 2023

15_12_23_Notice of change in share capital

30_11_23_Comunicazione di variazione del capitale sociale

21_11_23_Chiusura del primo periodo di esercizio dei “Warrant FAE Technology SB 2022-2025”

08_11_23_Firmato accordo per l’acquisizione di Elettronica GF

31_10_23_Apertura del primo periodo di esercizio dei “Warrant FAE Technology SB 2022-2025”

27_10_23_Assemblea ordinaria e straordinaria degli azionisti e consiglio di amministrazione

28_09_2023_FAE Technology il Consiglio di Amministrazione approva la relazione finanziaria semestrale al 30 giugno 2023

15_06_23_Assegnazione ed emissione seconda tranche dei “WARRANT FAE TECHNOLOGY SB 2022-2025”

08_06_23_ Investimenti per circa 2 milioni di euro per il plant 2, lo stabilimento di Vertova

06_06_23_Data stacco Warrant

27_04_23_Assemblea degli azionisti

24_01_23_ Calendario Finanziario

28_03_2023 Il CDA approva il progetto di bilancio di esercizio chiuso al 31/12/2022

03_04_2023 FAE Technology partecipa all'evento «Financial Gala», organizzato da Integrae SIM il 18 maggio 2023

Year 2022

9_11_22_FAE Technology ammessa alle negoziazioni su Euronext Growth Milan

11_11_22_Nomina Investor e notifica KID

11_11_22_Primo giorno di negoziazioni

9_12_22_Esercizio opzione greenshoe

16_12_22_Variazione capitale sociale

Financial Calendar

2024

March 28, 2024: Communication to the markets of the preliminary consolidated revenues and a number of KPIs at December 31, 2023, unaudited
April 4/5 2024: Investor Access Event
April 30, 2024: Board of Directors’ meeting to approve the separate financial statements and consolidated financial statements at December 31, 2023
May 31, 2024: Shareholders’ Meeting to approve the financial statements and take note of the consolidated financial statements at December 31, 2023
September 27, 2024: Board of Directors’ meeting to approve the consolidated half-year report at June 30, 2024, voluntarily subject to limited audit
October 15/16 2024: Investor Access Event

2023

March 28, 2023: Board of Directors’ meeting to approve the separate financial statements at December 31, 2022
April 4-5, 2023: Participation Investor Access Event Paris
April 27, 2023: Shareholders’ Meeting to approve the financial statements at December 31, 2022
May 18, 2023: Participation Financial Gala
September 28, 2023:Board of Directors’ meeting to approve the half-year report at June 30, 2023, voluntarily subject to audit.
October 9-10, 2023: Participation Investor Access Event Paris

Ordinary meetings

Year 2023

2024

Documenti Assemblea Ordinaria 31.05.2024

Anno 2023

Ordinary Meeting Documents 10.27.2023

Verbale e Rendiconto Assemblea e Straordinaria

Estratto - Avviso di convocazione Assemblea

Avviso Convocazione Assemblea

Modulo di delega

Relazione illustrativa 2441

Relazione amministratori materie OdG