Milan, 26 February 2020 – TAS Group has changed its corporate structure with the entry of the new investor CLP S.r.l. and the increase of GUM International S.r.l. (the controlling shareholder) participation.
In particular, the finalized transaction forsees:
– the contribution by GUM International of the entire shareholding held in Alex S.r.l. (“Alex”) – equal to 30% of Alex’s capital, which holds a participation of 58.20% of OWL S.p.A.’ capital, this last holder of 61,085,995 shares of TAS, corresponding to 73.125% of TAS capital – in the newly incorporated company 2BP S.r.l. (“NewCo”);
– the subscription by CLP S.r.l. (“CLP”, special purpose vehicle owned by the investors Carisma S.p.A. and Sergio Loro Piana S.a.p.A.) of a capital increase of the NewCo, with the acquisition by CLP of a 20.37% shares in the NewCo’ capital;
– a shareholders’ loan by CLP in favour of the NewCo, which can be converted into shares whether certain conditions are met;
– a shareholders’ loan by GUM International in favour of the NewCo;
– the acquisition by the NewCo of Alex’s shares which are held by Alex’s shareholders other than GUM International (Athena Capital S.a.r.l. in the name and on behalf of Athena Capital Balanced Fund 2, a division of Athena Capital Fund SICAV-FIS, Compagnia Fiduciaria Nazionale S.p.A., Julius Baer Fiduciaria S.p.A., Mr. Alberto Previtali, Mr. Tommaso Barchi).
Lexia Avvocati assisted GUM International with a team comprising the founding partner Francesco Dagnino and the associates Andrea Massimo Maroni, Aurora Agostini and Marco Stefanini, Ashurst assisted the “NewCo” 2BP S.r.l. with a team led by counsel Annalisa Santini and comprising the of counsel Annamaria Pinzuti and associate Maddalena Catello, while Clifford Chance supported the CLP vehicle company with a team supervised and led by Partner Claudio Cerabolini and Senior Associate Jacopo Garonna, assisted by Mariasole Rinciari.
Notary profiles were handled by Caruso-Andreatini.
