Vitol Group entered into a sale and purchase agreement to acquire 35.019% stake in Saras S.p.A. (BIT : SRS) from Angel Capital Management S.p.a., Massimo Moratti Societa In Accomandita Per Azionidi Massimo Moratti and Stella Holding Spa for ?580 million on February 11, 2024. Under the SPA and subject to fulfilment of certain circumstances set forth therein, ACM has undertaken to sell to Vitol the shares of Saras (if any) that ACM may be entitled to receive under the existing funded collar derivative contract, covering approx. 5% of Saras?s corporate capital. Upon the closing, the entire stake owned by the Moratti family in Saras will be transferred to Vitol. This will trigger a mandatory tender offer for the outstanding share capital of Saras, which will be launched by Vitol at the same Price per Share (i.e., ?1.75/share), as may be adjusted in case of dividend distribution occurring before closing of the Transaction. The goal of the MTO is to achieve a delisting from the Milan Stock Exchange, which may also be achieved through delisting merger should the required conditions be met. Under the deal, Vitol could also take a further 5% stake in Saras, which one of the family members could receive under a collar derivative contract. Post completion, Vitol will be invested in over 800kb/d of refining capacity across seven refineries, 4GW of thermal power generation and over 1.4GW of renewable generation.

Completion of the Transaction is exclusively subject to obtaining the required regulatory approvals (i.e., the clearances under the EU foreign subsidies regulation, the EU antitrust regulation and the Golden Power framework). This transaction will be beneficial for all shareholders, the employees and the customers, as well as all other stakeholders and this transaction will strengthen European energy security and enhance supply for a key European energy asset. As of April 26, 2024, Italian government has given conditional approval for the transaction. As of June 11, 2024, European Commission has given approval for transaction. The Moratti family is advised by BofA Securities and Four Partners Advisory as financial advisors and Linklaters as legal advisor. Vitol is advised by J.P. Morgan as sole financial advisor and by Chiomenti and Weil, Gotshal & Manges as legal advisors.

Vitol Group completed the acquisition of 35.019% stake in Saras S.p.A. (BIT : SRS) from Angel Capital Management S.p.a., Massimo Moratti Societa In Accomandita Per Azionidi Massimo Moratti and Stella Holding Spa on June 18, 2024.