SolidWorld Group: capital increase of Euro 755,000 approved to strengthen leadership in the digital and 3D world

With this transaction, the company finalised the acquisition of the entire share capital of the subsidiary SolidInnovation S.r.l. and the increase of the shareholding in the subsidiary Design Systems S.r.l., in addition to having completed the corporate transaction with Solidfactory S.r.l.

Promo - published on 29 December 2023

Source: press office T.W.I.N srl

Treviso, 22 December 2023 – SolidWorld Group S.p.A. (ticker S3D), the Group’s leading company in digital technologies, industrial 3D printing, renewables, aerospace and biofabrication with the development of the Electrospider 3D bioprinter, announces that the Board of Directors, which met today, has approved a capital increase, in partial execution of the mandate conferred by the Extraordinary Shareholders’ Meeting of 27 April 2023. The capital increase, including share premium, will total € 755,000.00 with the issue of a total of 188,750 new ordinary shares, with no par value. The issue price of the new ordinary shares has been set by the Board of Directors at Euro 4.00, and they will be admitted to trading on the Euronext Growth Milan multilateral trading system, organised and managed by Borsa Italiana S.p.A., with the same characteristics as the SolidWorld Group ordinary shares already outstanding.

By means of this transaction, the Company will successfully complete the total acquisition of the share capital of SolidInnovation S.r.l., a subsidiary specialising in software development for artificial intelligence in the industrial context, and will strengthen its stake in Design Systems S.r.l., a company focused on 3D technology in the aerospace sector. These steps are part of a corporate streamlining process aimed at improving efficiency, achieving synergies and economies of scale to meet the growing needs of the technology market in an agile manner. The aim is to continuously integrate the ‘in-house’ product and service offering for the Group’s 10,000 customers, while maintaining its leadership position in its respective fields of expertise.

In addition, the capital increase will allow the Company to complete the corporate transaction with Solidfactory S.r.l. (another 51% owned subsidiary), relating to the offsetting of the credit claimed by the previous shareholders as a result of their transfer to the Company of an equal shareholding in the share capital of Solidfactory S.r.l. (for more information, please refer to the press release of 17 July 2023).

Roberto Rizzo, President of SolidWorld Group – Today the Board of Directors has decided on another crucial step in our company’s journey: the capital increase we are about to implement is, in fact, much more than a financial move. It represents another step in our strategy to strengthen our leadership in the digital and 3D worlds by allowing us to have direct control over the entire production process, which is fundamental to guaranteeing the quality and innovation that sets us apart. The 100% acquisition of SolidInnovation S.r.l. is at the heart of this operation. This positions us at the heart of innovation in Artificial Intelligence and process control, enriching our portfolio with cutting-edge services. Thanks to the combination of advanced software, scanners and 3D printers, included in Additive Manufacturing, we can now accompany our customers along the entire industrial product lifecycle: from conception to production and recycling, with highly customised solutions adapted to the individual needs of each customer. This is an exciting phase for us, a time when our vision and commitment are translated into tangible value for ourselves and our customers. I am confident that this step will take us to new heights of innovation and success.


Structure of the Capital Increase

The capital increase is subscribed through:

offsetting with immediate effect the credit claimed by the 3 shareholders of the subsidiary SolidFactory S.r.l. – a company specialising in the design and production of state-of-the-art photovoltaic panel construction systems – for a total of €375,000 against the transfer, on 21 July 2023, of ownership of shares totalling 6.834% in favour of SolidWorld Group S.p.A. The total no. 93,750 ordinary shares received will be issued within the terms of the law, following the filing for registration with the competent Companies’ Register of the resolution of the increase, of which the market will be duly informed;

transfer to SolidWorld Group S.p.A. of the stakes held by Mr. Davide Toricelli (20%) and Mr. Marco Mazzetti (20%) in SolidInnovation S.r.l., a company established in 2021 to assist companies in the process of integrating Artificial Intelligence within the three-dimensional design processes of new products. A total of 20,000 ordinary shares will be issued no sooner than 30 days after the resolution passed today, of which the market will be duly informed;

transfer to SolidWorld Group S.p.A. of a portion, equal to 9.8%, of the overall stake held by Cleis Tech S.r.l. in Design Systems S.r.l, a company established in 2005 and today a partner of Dassaults Systems in the aerospace sector, also in light of the Group’s recent involvement in the design and subsequent production of Europe’s first hypersonic aircraft. The total number of 75,000 ordinary shares to be acquired will be issued no sooner than 30 days from the registration of the resolution taken today, of which the market will be duly informed.

In detail, the transaction is characterised as a paid share capital increase in divisible form, with the exclusion of option rights, reserved for Mr. Torricelli, Mr. Mazzetti and Cleis Tech S.r.l. respectively. Upon completion of the aforementioned contributions – resulting from the signing of the related binding Term Sheets – SolidWorld Group S.p.A. will acquire 100% of the share capital of SolidInnovation S.r.l. (from the previous 60%), which will then be integrated into the Group. SolidWorld will also increase its interest in the share capital of Design Systems S.r.l. to 60.8% (from the previous 51%).

In addition, a portion of the share capital increase with exclusion of pre-emptive rights is reserved for Mr. Andrea Maccari, Mr. Claudio Taffarello and Teknos Alliance S.r.l. in compensation of the above mentioned credit.

For further information on the share capital increase, please refer to the Illustrative Report of the Board of Directors made available to the public in the manner and by the deadlines required by law, on the website, Governance/Corporate Documents section.

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