Vitol announces satisfaction of a condition precedent relating to the golden power proceeding

Following the notification submitted to the Italian Prime Minister’s Office in relation to the envisaged purchase by Vitol B.V. (“Vitol”) of a stake representing approx. 35% of Saras S.p:A.’ share capital (the “Transaction”), which was announced to the market on February 11, 2024, the Italian Prime Minister’s Office issued a decree on the exercise of special powers (so-called “golden power”) containing prescriptions that are no obstacle to the completion of the Transaction.

The obtainment of said decree issued by the Italian Prime Minister’s Office is one of the required regulatory approvals to which completion of the Transaction is subject; therefore, one of the conditions precedent for completion of the Transaction is satisfied.

As of today, Vitol B.V. holds no. 99,480,741 Saras’ shares, representing approx. 10.461% of Saras’ share capital. Upon completion of the Transaction, Vitol B.V. would own approx. 45.480% of Saras S.p.A.’ share capital (plus any additional shares it may acquire in the interim) and will launch a mandatory tender offer for the outstanding share capital. The mandatory tender offer will be at the same price per share as the Transaction, i.e. €/share, adjusted downwards as necessary for any dividend distributions.

Following the notification submitted to the Italian Prime Minister’s Office in relation to the envisaged purchase by Vitol B.V. (“Vitol”) of a stake representing approx. 35% of Saras S.p:A.’ share capital (the “Transaction”), which was announced to the market on February 11, 2024, the Italian Prime Minister’s Office issued a decree on the exercise of special powers (so-called “golden power”) containing prescriptions that are no obstacle to the completion of the Transaction.

The obtainment of said decree issued by the Italian Prime Minister’s Office is one of the required regulatory approvals to which completion of the Transaction is subject; therefore, one of the conditions precedent for completion of the Transaction is satisfied.

As of today, Vitol B.V. holds no. 99,480,741 Saras’ shares, representing approx. 10.461% of Saras’ share capital. Upon completion of the Transaction, Vitol B.V. would own approx. 45.480% of Saras S.p.A.’ share capital (plus any additional shares it may acquire in the interim) and will launch a mandatory tender offer for the outstanding share capital. The mandatory tender offer will be at the same price per share as the Transaction, i.e. €/share, adjusted downwards as necessary for any dividend distributions.