25 August 2021
Following the Board of Director’s meeting of June 30, which defined the guidelines to strengthen the company’s equity, and the subsequent signing, with major financial institutions, of the pre- underwriting agreement occurred on July 30, the Board of Directors of Juventus Football Club S.p.A. (the “Company” or “Juventus”), which has met today in Turin, under the chairmanship of Andrea Agnelli, has approved the proposal to increase the share capital against cash contribution up to €400 million, including any share premium, through the issue of new ordinary shares of Juventus, without nominal value and with the same features of those already issued, to be offered with a pre-emptive right to the existing shareholders (the “Capital Increase”) and, for this purpose, resolved to call the Shareholders’ Meeting for October 29, 2021, in a single call, which will be called to approve, among other things, the draft financial statements for the financial year 2020/21.
The Capital Increase is part of the measures to address the significant economic and financial impacts of the Covid- 19 pandemic and will enable to strengthen the Company’s equity and to balance funding resources to support the achievement of the strategic objectives of the Development Plan for the financial years 2019/24 (the “Development Plan” or the “Plan”), which have been confirmed: consolidating the economic and financial balance, maintaining sports competitiveness and increasing the visibility of the Juventus brand.
The majority shareholder EXOR N.V. (which holds 63.8% of Juventus’ share capital) has already expressed its support to the transaction and has committed to subscribe to the Capital Increase pro-rata to its current interest. In addition, as already disclosed on July 30, 2021, Goldman Sachs International, J.P. Morgan AG, Mediobanca - Banca di Credito Finanziario S.p.A. and UniCredit Corporate & Investment Banking, which will act as joint global coordinators and joint bookrunners, entered into a pre-underwriting agreement with the Company, undertaking – subject to conditions in line with market practice for similar transactions – to enter into an underwriting agreement for the subscription of any newly-issued shares that remain unsubscribed at the end of the auction period of the offering.
The Extraordinary Shareholders’ Meeting is expected to grant the Board of Directors the broadest powers to define the terms and conditions of the transaction, including the issue price and share premium, the definitive amount of the Capital Increase and the number of newly-issued shares to be offered with a pre-emptive right to the shareholders, as well as to determine the timing for carrying out the Capital Increase.
The Capital Increase is expected to be completed by the end of 2021, subject to favourable market conditions, the approval of the Capital Increase by the competent corporate bodies and the issue of the necessary authorisations by the competent authorities.