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ASTM Tender – Offerer: NAF 2 S.p.A.

ASTM Tender – Offerer: NAF 2 S.p.A.

Following the successful outcome of the Voluntary Tender Offer promoted by NAF2 S.p.A., ASTM is a private company. ASTM Ordinary Shares have been delisted from the MTA as from 4 June 2021.

The Company is committed to maintaining accurate, timely and transparent communication with all stakeholders on strategic decisions, objectives and financial results. This section contains all the documentation necessary for an appropriate financial communication, also in compliance with market regulations, including the Share price history.

Following the delisting of its Shares from the MTA, ASTM has designated Italy as Home Member State pursuant to Directive 2004/109/EC and related implementing rules, for the purposes therein specified. Moreover, pursuant to Article 82-ter of the Issuers’ Regulation, ASTM does not intend to continue to publish on a voluntary basis periodic interim financial information in addition to the Annual and the Half-Year Financial Reports.

PLEASE READ CAREFULLY THE FOLLOWING RESTRICTIONS AND CONDITIONS RELATING TO ACCESS TO THIS SECTION OF THE WEBSITE

The following contains  important information in relation to the total voluntary tender offer (offerta pubblica di acquisto volontaria totalitaria) (the “Offer“) for the ordinary shares (the “Shares“) of ASTM S.p.A. (the “Issuer“). that NAF 2 S.p.A. announced with a notice published, pursuant to Article 102, paragraph 1, of Legislative Decree 58/1998, on 20 February 2021.

The Offer is being launched in Italy, since the Shares are listed on the Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A. and, except as indicated below, is subject to the disclosure obligations and procedural requirements provided for by Italian law.

The Offer will be launched by means of the publication of an offer document subject to the approval of the Commissione Nazionale per le Società e la Borsa (CONSOB) (the “Offer Document”). The Offer Document will contain the full description of the terms and conditions of the Offer, including the terms of acceptance.

To the extent applicable, the Offer is also conducted in the United States in accordance with applicable provisions of Section 14(e) of the U.S. Securities Exchange Act of 1934 (“Exchange Act”) and Regulation 14E adopted under the Exchange Act, without prejudice to the applicable exemptions provided by Rule 14d-1 under the Exchange Act (“Cross-Border Exemptions”).

An Offer Document translated into English will be made available to the holders of the Shares resident in the United States. The English version of the Offer Document will be merely a courtesy translation and the Italian version of the Offer Document will be the only document submitted to CONSOB for approval.

The Offer has not been and will not be conducted or disseminated in Canada, Japan and Australia, as well as in any other country in which such Offer is not permitted in the absence of authorization from the competent authorities or other obligations by the Offeror (collectively, the “Other Countries“).

Acceptance of the Offer by parties resident in the Other Countries may be subject to specific obligations or restrictions provided for by law or regulatory provisions. Parties who wish to take part in the Offer bear exclusive responsibility to comply with those laws and, therefore, prior to accepting the Offer, those parties are required to verify the existence and application of any such obligations or restrictions, and are urged to consult their own advisors.

Anyone who intends to access this section of the website and view the Offer Document and the other documents published therein must read carefully and be fully aware of the information contained therein.

This information included in this section of the website does not represent an offer to purchase or a solicitation for an offer to purchase shares of the Issuer. At the beginning of the Offer Period, in accordance with applicable law, the Offeror will publish the Offer Document, which shareholders of the Issuer should review carefully.

By selecting the “I ACCEPT” “button” you represent and warrant that you are not physically located or resident in the Other Countries, and that you have read, understood and fully accept and agree to abide by all of the above limitations.

ACCEPT DECLINE

DateDocumentSize
04/06/2021

04/06/2021

PRESS RELEASE - VOLUNTARY TENDER OFFER FOR ALL OF THE ORDINARY SHARES OF ASTM S.P.A. LAUNCHED BY NAF 2 S.P.A.
NAF 2 S.P.A. COMPLETED THE JOINT PROCEDURE CONCERNING THE PURCHASE OBLIGATION (SELL-OUT) AND THE PURCHASE RIGHT (SQUEEZE- OUT)
DELISTING OF ASTM S.P.A. SHARES STARTING TODAY

60 KB

60 KB

27/05/2021

27/05/2021

PRESS RELEASE - VOLUNTARY TENDER OFFER FOR ALL OF THE ORDINARY SHARES OF ASTM S.P.A. LAUNCHED BY NAF 2 S.P.A.
FINAL RESULTS OF THE OFFER: ACQUISITION BY NAF 2 S.P.A. OF A SHAREHOLDING EQUAL TO ABOUT 95.542% OF THE SHARE CAPITAL OF ASTM S.P.A.
FULFILMENT OF THE MAC CONDITION AND OF THE CONDITIONS OF THE OFFER
TERMS FOR THE EXERCISE OF THE JOINT PROCEDURE CONCERNING THE PURCHASE OBLIGATION (SELL-OUT) AND THE PURCHASE RIGHT (SQUEEZE-OUT)
DELISTING OF ASTM S.P.A. SHARES STARTING FROM FRIDAY JUNE 4, 2021

77 KB

77 KB

24/05/2021

24/05/2021

PRESS RELEASE - VOLUNTARY TENDER OFFER FOR ALL OF THE ORDINARY SHARES OF ASTM S.P.A. LAUNCHED BY NAF 2 S.P.A. - PRESS RELEASE
END OF THE OFFER ACCEPTANCE PERIOD
PROVISIONAL RESULTS OF THE OFFER
NAF 2 CROSSES THE THRESHOLD OF 95%

63 KB

63 KB

21/05/2021

21/05/2021

PRESS RELEASE - VOLUNTARY TENDER OFFER FOR ALL OF THE ORDINARY SHARES OF ASTM S.P.A. LAUNCHED BY NAF 2 S.P.A.
NAF 2 CROSSES THE THRESHOLD OF 90%

55 KB

55 KB

20/05/2021

20/05/2021

PRESS RELEASE - VOLUNTARY TENDER OFFER FOR ALL OF THE ORDINARY SHARES OF ASTM S.P.A. LAUNCHED BY NAF 2 S.P.A.
ACCEPTANCES TO THE VOLUNTARY TENDER OFFER

84 KB

84 KB

09/05/2021

09/05/2021

ACCEPTANCE FORM - INCREASE AND EXTENSION - FOR A VOLUNTARY PUBLIC TENDER OFFER FOR ALL ORDINARY SHARES OF ASTM S.P.A. pursuant to Art. 102 of Legislative Decree 58 of 24 February 1998, as subsequently modified and supplemented (the “Offer”), proposed by NAF 2 S.p.A. (the “Offeror”) for a maximum of 66.937.880 ordinary shares in ASTM S.p.A. (the “Issuer”)

257 KB

257 KB

07/05/2021

07/05/2021

PRESS RELEASE - VOLUNTARY TENDER OFFER FOR ALL OF THE ORDINARY SHARES OF ASTM S.P.A. LAUNCHED BY NAF 2 S.P.A. - Comunicato Stampa pursuant to Articles 36 and 43 of the regulation issued by CONSOB with Resolution no.11971 of 14 May 1999, as subsequently amended and supplemented (“Issuers’ Regulation”).
INCREASE OF THE OFFER’S CONSIDERATION TO EURO 28.00 PER SHARE AND COMMITMENTS TO TENDER
EXTENSION OF THE OFFER ACCEPTANCE PERIOD TO MAY 24, 2021

108 KB

108 KB

04/05/2021

04/05/2021

PRESS RELEASE - VOLUNTARY TENDER OFFER FOR ALL OF THE ORDINARY SHARES OF ASTM S.P.A. LAUNCHED BY NAF 2 S.P.A. - Press Release pursuant to Article 41, paragraph 2, let. c), the regulation issued by CONSOB with Resolution no.11971 of 14 May 1999, as subsequently amended and supplemented (“Issuers’ Regulation”).
NAF 2 S.P.A. PURCHASED NO. 1,010,888 ASTM S.P.A. SHARES

86 KB

86 KB

15/04/2021

15/04/2021

PRESS RELEASE - VOLUNTARY TENDER OFFER FOR ALL OF THE ORDINARY SHARES OF ASTM S.P.A. LAUNCHED BY NAF 2 S.P.A.
FULFILMENT OF THE GOLDEN POWER CONDITION

58 KB

58 KB

12/04/2021

12/04/2021

ISSUER’S NOTICE PURSUANT TO ARTICLE 103, PARAGRAPH 3 OF LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998, AND ARTICLE 39 OF CONSOB REGULATION ADOPTED BY RESOLUTION NO. 11971 OF 14 MAY 1999, AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED

1.11 MB

1.11 MB

02/04/2021

02/04/2021

PRESS RELEASE - VOLUNTARY TENDER OFFER FOR ALL OF THE ORDINARY SHARES OF ASTM S.P.A. LAUNCHED BY NAF 2 S.P.A. - Press Release pursuant to Article 38, paragraph 2, of the Regulation issued by CONSOB with Resolution No. 11971 of 14 May 1999, as subsequently amended and supplemented (“Issuers’ Regulation”).
PUBLICATION OF THE OFFER DOCUMENT

68 KB

68 KB

03/04/2021

03/04/2021

OFFER DOCUMENT - VOLUNTARY TOTAL TENDER OFFER pursuant to Article 102 of Leg. Decree no. 58 of 24 February 1998, as subsequently amended and supplemented, concerning the ordinary shares of ASTM S.p.A. - OFFEROR NAF 2 S.p.A.

2.46 MB

2.46 MB

06/04/2021

06/04/2021

ACCEPTANCE FORM FOR A VOLUNTARY PUBLIC TENDER OFFER FOR ALL ORDINARY SHARES OF ASTM S.P.A. pursuant to Art. 102 of Legislative Decree 58 of 24 February 1998, as subsequently modified and supplemented (the “Offer”), proposed by NAF 2 S.p.A. (the “Offeror”) for a maximum of 66,937,880 ordinary shares in ASTM S.p.A. (the “Issuer”)

238 KB

238 KB

01/04/2021

01/04/2021

PRESS RELEASE - VOLUNTARY TENDER OFFER FOR ALL OF THE ORDINARY SHARES OF ASTM S.P.A. LAUNCHED BY NAF 2 S.P.A.
APPROVAL OF THE OFFER DOCUMENT

65 KB

65 KB

24/03/2021

24/03/2021

PRESS RELEASE - VOLUNTARY TENDER OFFER FOR ALL OF THE ORDINARY SHARES OF ASTM S.P.A. LAUNCHED BY NAF 2 S.P.A.
Announcement of re-opening of term pursuant to Article 38, paragraph 1, of the Regulation adopted by CONSOB with resolution no. 11971 of May 14, 1999, as subsequently amended and supplemented (“Issuers’ Regulation”)

59 KB

59 KB

16/03/2021

16/03/2021

PRESS RELEASE - VOLUNTARY TENDER OFFER FOR ALL OF THE ORDINARY SHARES OF ASTM S.P.A. LAUNCHED BY NAF 2 S.P.A.
Announcement of suspension of the review period pursuant to Article 38, paragraph 1, of the Regulation adopted by CONSOB with resolution no. 11971 of May 14, 1999, as subsequently amended and supplemented (“Issuers’ Regulation”)

58 KB

58 KB

12/03/2021

12/03/2021

PRESS RELEASE - VOLUNTARY TENDER OFFER FOR ALL OF THE ORDINARY SHARES OF ASTM S.P.A. LAUNCHED BY NAF 2 S.P.A. - Press Release pursuant to Article 102, paragraph 3, of Legislative Decree no.58 of 24 February 1998, as subsequently amended and supplemented (the “Consolidated Financial Act” or “CFA”) and Article 37-ter of the Regulation issued by CONSOB with Resolution no.11971 of 14 May 1999, as subsequently amended and supplemented (“Issuers’ Regulation”)
OFFER DOCUMENT FILED WITH CONSOB

82 KB

82 KB

21/02/2021

21/02/2021

VOLUNTARY TENDER OFFER FOR ALL THE ORDINARY SHARES OF ASTM S.P.A. LAUNCHED BY NAF 2 S.P.A. - Notice given in accordance with Article 102, paragraph 1, of the Legislative Decree no.58 of 24 February 1998, as subsequently amended and supplemented (the “Consolidated Financial Act” or “CFA”) and Article 37 of the Regulation issued by CONSOB with Resolution no.11971 of 14 May 1999, as subsequently amended and supplemented (“Issuers’ Regulation”), concerning the voluntary tender offer for all the ordinary shares of ASTM S.p.A. launched by NAF 2 S.p.A.

179 KB

179 KB

Last update: 05/08/2021
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