MILANO (AIMnews.it) – The Board of Directors of TPS have approved the plan to integrate the activities of the Satiz TPM Group with those of the TPS group, to be realised through the acquisition by TPS of Satiz Technical Publishing & Multimedia. The project will be implemented through the conferment of investments held by the shareholders of Satiz TPM to free up a special capital increase that has been reserved for this type of project. The preparation of a pro-forma consolidated financial statement of the new integrated group with reference to the data from 31st December 2017 and 30th June 2018 shows a value of consolidated production, in the 2017 financial year, of approximately 31.1 million euros, with an Ebitda of approximately € 5.7 million and a net financial position of around € 2.1 million. The consolidated production value of the integrated group amounts to approximately Euro 15.7 million on 30th June 2018, a consolidated Ebitda of approximately Euro 2.7 million and a negative net financial position (registered) of approximately Euro 0.5 million. TPS will proceed with the purchase of all the shareholdings of Satiz TPM, which includes: 1. the resolution of a separable special share capital increase for payment for a total maximum amount of Euro 320,000.00, by issuing a maximum number of 80,000 new shares without indication of the nominal value at the subscription price of € 4.00 each, with the exclusion of the option right usually reserved for STPM members; 2. the subscription by the STPM shareholders of this capital increase and related release by means of the transfer of: a) a nominal amount of 288,000.00 euros equal to 90% of STPM’s share capital, owned by RDG, and the release of a total n. 72,000 of new ordinary TPS shares; b) a nominal amount of Euro 8,000.00 equal to 2.5% of the share capital of STPM, owned by Mr. Daniele Rosso, and a release of a total of n. 2,000 new TPS ordinary shares; c) a nominal amount of Euro 8,000.00 equal to 2.5% of the share capital of STPM, owned by Ms Giulia Rosso, for the release of a total of n. 2,000 new TPS ordinary shares; d) a nominal amount of Euro 16,000.00 equal to 5% of the share capital of STPM, owned by Mr Massimiliano Anguillesi, a total of n. 4,000 new TPS ordinary shares. TPS has entered into an investment agreement with the STPM shareholders, which commits the latter to subscribe and release the Capital Increase in kind through the contribution of the equity investments indicated at the value initially allocated to them by the parties, which totals Euro 320,000.00. An STPM member lock-up period has been foreseen for 24 months from the completion of the contribution. As a result of the agreements, the STPM shareholders would therefore hold a total of n. 80,000 newly issued TPS ordinary shares equal to approximately 1.34% of the post-capital income share capital. For TPS the assignment represents a “transaction with related parties of great importance”. It should also be noted that: the transaction was subject to an OPC Procedure; TPS has prepared a specific Information Document available to the public next September 24th 2018. This is also a ‘significant operation’ due to the exceeding (of least 25%) of the asset relevance indexes, turnover and ebitda. The Board also proposed to find additional financial resources by means of two separate increases in share capital: one as an option to shareholders up to a maximum of 4.99 million euros, and one reserved for institutional/professional investors up to a further maximum of €1 million (both inclusive of surcharge). The Board of Directors resolved to convene the extraordinary shareholders’ meeting on 5th October 2018, the initial summons, and on October 8th, 2018, for the second summons.