Press Release

Press Release
SACOM: signed the agreement, binding and conditional, for the
reorganization of the majority and for the entry of Xenon Private Equity
into the group, which provides, among other things:
 future subscription of the convertible bond guaranteed "Sacom
S.p.A. 2013-2018 Convertible Bonds "for additional nominal amount
of EUR 6.7 million;
 future signing of the shareholders' agreement between the
shareholders of HS SpA effect on the determination of Sacom SpA
corporate governance.
Larino (CB) June 9th, 2014 - Sacom S.p.A. an Italian company active in the production
and distribution of products for plants nutrition and care ("Sacom") informs that
information have been received today by the parent Mocas SpA, concerning the
reorganization process in place by the same Mocas SpA and its shareholders as well
as the effects in the hands of Sacom.
This process involves, among other things, the future transfer by Mocas SpA of Sacom
ordinary shares and part of Sacom warrants 2013-2016 to HS S.p.A. (hereinafter
"HS").
HS, whose corporate purpose is primarily concerned with the recruitment and
management of investments in other companies both in Italy and abroad, is a new
company that will be owned 45% by Gigio Sas (hereinafter "Gigio"), to 43% by Xenon
Private Equity (hereinafter "Xenon") and 12% by FLG S.r.l. (hereinafter "FLG").
The ownership structure of Gigio and FLG, the first due to Gianluigi Torzi and Enrico
Torzi and the second to Eugenio Vinci, is such as to ensure the maintenance of Sacom
to the same shareholders who already held it through Mocas S.p.A.
Sacom S.p.A.
Sede Legale: S.S. 87 Km 204 - 86035 Larino (CB) Italia - Tel. +39 (0)874.824.085 - Fax +39 (0)874.822.690
P.IVA 00404650707
website: www.grupposacom.com e – mail: [email protected]
The main terms and conditions that govern the entry of Xenon team in HS as a
financial investor that will contribute to the reorganization as well as the expansion
of the whole group, are contained in a contract concluded today between the parties.
It is a binding contract whose effectiveness is subject to the occurrence of a number
of conditions that must be fulfilled no later than the deadline of December 1, 2014,
including the obtaining of an authorization to operate as Sychar in Luxembourg.
Other conditions, whose fulfillment will be informed promptly and in detail to the
market, concern:
 the transfer from Mocas S.p.A. to HS of Sacom ordinary shares held at the time
and of n. 180,000 Sacom warrants 2013-2016;
 the signing of the Shareholders Agreement between HS shareholders with
effects also on the determination of Sacom corporate governance. In particular:
o the parties will do everything in their power to ensure that the
shareholders, the board of directors and the supervisory board of Sacom
reflect the composition of the assembly, the board of directors and the
supervisory board of HS;
o The parties agree that the representative of HS in Sacom assembly of the
bondholders will be designated by Gigio and FLG, prior approval of
Xenon, and will give his vote in the assembly of bondholders, in
accordance with the provisions in the Board of Directors of HS.
The contract also provides for the subscription of the convertible bond guaranteed
"Sacom S.p.A. 2013-2018 Convertible Bonds" by HS for a nominal amount of Euro 6.7
million through the issue of no. 1,340 new convertible bonds with a nominal value of
Euro 5,000.00 each.
During the transaction described above, Gigio and FLG have been assisted for the legal
and tax aspects by the team of Leo De Rosa from De Rosa Russo Associates law firm,
while Alberto Daina from Movent Capital Advisors acted as a financial advisor. Xenon
Private Equity was assisted in the legal field by the team of Davide Proverbio of the
law firm King & Wood Mallesons and SJ Berwin and, for accounting and tax aspects,
by the Deloitte team coordinated by Andrea Casella.
Sacom S.p.A.
Sede Legale: S.S. 87 Km 204 - 86035 Larino (CB) Italia - Tel. +39 (0)874.824.085 - Fax +39 (0)874.822.690
P.IVA 00404650707
website: www.grupposacom.com e – mail: [email protected]
Sacom S.p.A.
Sede Legale: S.S. 87 Km 204 - 86035 Larino (CB) Italia - Tel. +39 (0)874.824.085 - Fax +39 (0)874.822.690
P.IVA 00404650707
website: www.grupposacom.com e – mail: [email protected]

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