Comunicato stampa


Strengthening of the partnership between Servizi Italia and STERIS: the Board of Directors exercises the powers for a Delegated Capital Increase of Euro 4.0 million.

Castellina di Soragna, 14 th March 2016

The Board of Directors of Servizi Italia S.p.A. ("Servizi Italia" or the "Company"), a company listed on the STAR segment of Borsa Italiana, leader in Italy in the outsourcing of healthcare services, met today at company's headquarters and resolved upon the exercise of the powers granted by the Shareholders' Meeting dated 26th September 2014, pursuant to article 2443 of the Italian Civil Code with a view to allowing STERIS Corporation, through Steris UK Holding Limited (jointly with Steris Corporation "STERIS"), to subscribe a capital increase (the "Delegated Capital Increase").

The above will strengthen the partnership between Servizi Italia and STERIS, a group listed on NYSE with a capitalization of over 5.8 billion USD and global leader in the development and commercialization of prevention, control and assistance solutions for sterilization business in healthcare, pharmaceutical and R&D sectors. STERIS - through the subscription of the Delegated Capital Increase equal to Euro 4.0 million - will increase its stake in Servizi Italia with a view to sustaining the development of sterilization projects in Italy and abroad, a industry with wide opportunities of growth, high margins and long-term contracts.

Characteristics of the Delegated Capital Increase

The Delegated Capital Increase will be implemented in the context of the agreement signed between the parties and disclosed on 26th September 2014 which provided for the entry of STERIS in the share capital of Servizi Italia, through the subscription of a reserved capital increase, with a current stake equal to 2.50%. After the completion of the Delegated Capital Increase the STERIS' stake will increase to 5.9%.

The mutual understanding of the parties is that the transaction shall be settled with the subscription of newly issued shares by 30th April 2016.

It is here recalled the Auditor's Report prepared by PricewaterhouseCoopers S.p.A. and issued on 4th September 2014, concerning the adequacy in terms of reasonableness and not arbitrariness, of the criteria proposed by the directors, with Report dated 4th August 2014, for



determining the issue price to be used in the context of the Delegated Capital Increase corresponding to the market value at the time of execution of the share capital, pursuant to art. 2441, paragraph 4, second sentence, of the Italian Civil Code and art. 158, paragraph 1, of Legislative Decree 24 February 1998, n. 58, and in lack of any unexpected event affecting the Company, and therefore affecting, even not significantly, the issue price the Directors considered the above proposed criteria as valid.

In accordance with the Shareholders' meeting resolution dated 26th September 2014, the Board of Directors determined the issue price of the new shares resulting from the Delegated Capital Increase as the average of the closing prices of Servizi Italia's ordinary shares at the Electronic Stock Exchange managed by Borsa Italiana in the ninety days preceding the day of the resolution of the Board of Directors approving the relevant share issue.

The Board of Directors today resolved:


  • to exercise the powers granted by the Extraordinary Shareholders' Meeting on 26th September 2014 pursuant to art. 2443 of the Civil Code, and therefore increase the share capital of an amount equal to Euro 4.0 million, including share premium, by issuing 1,110,185 Company's ordinary shares with nominal value equal to Euro 1.00 each having the same characteristics as those in circulation, with exclusion of the option right pursuant to art. 2441, paragraph 4, second period of the Italian Civil Code, reserved for the subscription of Steris UK Holding Limited;

  • to determine the issue price of the new shares as the average of the official market price of Servizi Italia ordinary shares registered on the Electronic Services Italian Stock Exchange organized and managed by Borsa Italiana in the ninety days preceding 13th March 2016 (included) in accordance with article 2441, paragraph 4, second sentence, of the Civil Code and the criteria adopted by the Company's Board of Directors with the report of 4th August 2014 which was considered as appropriate by the Independent Auditors PricewaterhouseCoopers S.p.A. with the Report issued on 4th September 2014;

  • to determine the issue price of each share in the amount of Euro 3.603, of which Euro 2.603 as share premium;

  • to set 30th April 2016 as final deadline for Steris UK Holding Limited to subscribe the newly shares issued under the Delegated Capital Increase and to establish that the



share capital of Servizi Italia will be actually increased by the amount equal to the subscriptions received within such date in accordance with Article 2439, paragraph 2, of the Italian Civil Code.

The Delegated Capital Increase has the same purposes of the Reserved Capital Increase and its main target is to finance specific sterilization projects for surgical medical devices in healthcare market in Italy or abroad.

Servizi Italia decided not to opt for the sale of treasury shares to STERIS in lieu of, or in combination with, the newly shares issued in the context of the Delegated the Capital Increase.

For further information, please refer to the documentation relevant to the Shareholders' meeting held on 26th September 2014, to the "Lock-Up" shareholders' agreement and to press releases disclosed on 26th September and 6th October 2014.


Deposit of the documentation

The minute of the meeting, drafted by a public notary, will be made available to the public in accordance with applicable laws.

From today this press release is available on the company's website www.si-servizitalia.com and disclosed by SDIR/NIS and 1Info Storage (www.1info.it) systems.


Servizi Italia S.p.A., a company based in Castellina in Soragna (PR), listed on the STAR segment of the Italian Stock Exchange, is the leading operator in Italy in the field of integrated services for hire, washing and sterilization of textile materials and surgical instruments for hospitals. With a technologically advanced production platform, articulated in laundry facilities, textile sterilization centers, surgical instruments sterilization centers and many wardrobes, the Company, which together with its Italian and foreign subsidiaries constitute the Servizi Italia Group, turns primarily to companies in public and private healthcare sector of center/northern Italy, the State of S. Paulo, Brazil, India and Turkey with a wide and diversified offer.


For further information:


Investor Relations

Media & Investor Relations

Servizi Italia

IR Top

Giovanni Manti, Chiara Peterlini

Maria Antonietta Pireddu, Domenico Gentile

Tel: +39 0524598511

Tel. +39 02 45473884/3

investor@si-servizitalia.com

ir.servizitalia@irtop.com

Servizi Italia S.p.A. issued this content on 14 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 14 March 2016 18:25:04 UTC

Original Document: http://www.si-servizitalia.com/Portals/0/archivio/EN/comunicati/2016/SI COS STERIS (UK) last.pdf