SEC Newgate S.p.A. announced that it has entered into financing arrangements and certain related agreements with Three Hills Capital Partners S.A., acting as general partner of the Three Hills Capital Solutions III fund (‘THCP') to provide €49 million funding for the future strategy and growth of SEC Newgate and its subsidiaries the ‘Group') conditional upon the Delisting (the ‘Transaction'). Framework and Contribution Agreement entered into with THCP to provide the capital and resources to, inter alia, pursue potential acquisitions in the key markets of the United States and Latin America. On 18 January 2022, the Framework and Contribution Agreement was entered into between the Company, Fiorenzo Tagliabue, Retro Grand Limited (‘Retro Grand'), Hawk Investments Limited (‘Hawk'), THCP and an affiliate of THCP, TH Ambrogio S.r.l. (‘TH Ambrogio').

The purpose of the Framework and Contribution Agreement is to govern the terms and conditions of the Transaction, including, among other things, the Delisting, Buy-back, Contribution and issuance of the SEC Bond and the NewCo Bond. It also governs the relationship between the parties as direct shareholders of NewCo and indirect shareholders of SEC Newgate, following completion of the Transaction. Pursuant to the terms of the Framework and Contribution Agreement, completion of the Transaction is conditional upon the Delisting having become effective, the relevant parties having duly complied with their obligations under the Framework and Contribution Agreement and no event having occurred triggering a mandatory prepayment event or an event of default under the SEC Bond.