THE RELATECH GROUP SIMPLIFIES THE CORPORATE STRUCTURE: MERGER BY INCORPORATION OF RELATECH CONSULTING SRL
ET XONNE SRL AT RELATECH SPA
Milano, 30 years olde June 2022
Relatech SpA, Digital Enablement Solutions Know-How Company (DESK) and innovative SME listed on the Euronext Growth Milan market (Ticker: RLT), announces that the Board of Directors has today approved the filing, with the competent commercial registers, of the merger projects by incorporation of Relatech Consulting Srl and Xonne S.r.l. (“Incorporated”), both of which are 100% controlled by Relatech SpA (“Relatech” or “Incorporating”). The meeting of the administrative bodies of the Merged Companies took place on June 29, 2022.
The mergers by incorporation (the “Mergers”) of the Mergers into Relatech aim to rationalize and simplify the corporate structure of the Relatech Group, through full integration – both legal and economic – between the corporate structures of the Merger and the Merger Companies, thus giving rise to a single economic entity by eliminating the duplication of structures and skills with the aim of simplifying and rationalizing the management and administrative organization, ensuring greater operational efficiency and rationalizing the utilization of resources by optimizing savings and synergies within the business process.
As the Merged Companies are fully and directly controlled by the Merging Company, the Mergers will not result in the determination of an exchange ratio, nor an increase in the share capital of the Merging Company.
The shares of the Merging Companies will be canceled when the assets and liabilities of the Merging Companies are recorded in the assets and liabilities of the Merging Company, resulting in a cancellation difference.
The Mergers of the Merged Companies in the Incorporating Company will be finalized according to the “simplified procedure” in accordance with art. 2505, paragraph 1, of the Civil Code, the capital company of the Merged Companies being 100% owned by Relatech. Therefore, in accordance with art. 2505 of the Civil Code, the provisions of art. 2501-ter, paragraph 1, nos. 3), 4) and 5) and articles 2501-quinquies and 2501-sexies of the Civil Code do not apply. By virtue of this simplification, the establishment of the expert report or the management report will not take place.
The founding company, in accordance with art. 2504-bis, paragraph 1, of the Italian Civil Code, from the date of completion of the merger operations, will take over all the legal relations of the Merged Companies, will retain its name, its legal form of public limited company, and will integrate into its assets and to its liabilities in the financial statements, the assets and liabilities of the Merged Companies, by canceling on the other hand the share capital and the corresponding participation currently held in the Merged Companies, all without resorting to any increase in their Capital share.
The decision relating to the Mergers will be adopted for Relatech by the Administrative Body, in accordance with the articles of association, without prejudice to the possibility for shareholders holding shares representing at least 5% of the share capital, to request (in accordance with art 2505 , paragraph 3, of the Civil Code), within 8 days from the filing of the draft merger with the competent company register, whether this decision is taken by the general meeting of shareholders, while for companies merged by the corresponding extraordinary general meeting.
Following the completion of the Mergers, the Board of Directors of Relatech will not undergo any change and will remain unchanged.
It should also be noted that the documents required by Art. 2501-septies of the Civil Code, and that it will also be available on the Relatech website www.relatech.comInvestor Relations/Corporate Documents section.
Relatech (ticker RLT ISINIT0005433740), Digital Enabler Solution Know-how (DESK) Company, listed on Euronext Growth Milan since June 2019, is present on the market with innovative solutions dedicated to the digital transformation of companies. Relatech is an innovative customer-focused SME looking for the most innovative solutions, becoming a strategic partner for digitization and ICT services. Relatech constantly invests in open innovation with extensive R&D activity carried out in-house and numerous partnerships with the main Italian universities and research centers. Through its cloud-based digital platform and RePlatform, it provides services and develops innovative digital solutions in the cutting-edge technologies of Digital Enabler, such as Cloud, Cybersecurity, Blockchain, Big Data, Machine Learning , Artificial Intelligence, Internet of Things.
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Relatech SpA published this content on June 30, 2022 and is solely responsible for the information contained therein. Distributed by Audienceunedited and unmodified, on Jun 30, 2022 11:42:05 AM UTC.
Public now 2022
RELATECH SPA Technical Analysis Trends
|Short term||Middle term||Long term|
Evolution of the income statement
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