(Alliance News) - Illa Spa has announced that shareholder NOI Srl has challenged all resolutions of the Feb. 22 shareholders' meeting, whereby shareholders decided to initiate the approval of a EUR21.0 million convertible bond reserved for Negma Group Investment Ltd.

The shareholders had also rejected proposals by some shareholders to instruct the board of directors not to implement the remaining tranche of the POC cum warrant for EUR3.3 million plus EUR975,000 to service the conversion of the warrants associated with the bonds free of charge, and to bring liability action against all seven members of the board of directors, with their removal and subsequent appointment of the new board.

The invalidity of the resolutions, with a consequential and generic claim for damages, according to NOI was due to an alleged irregular constitution of the meeting due to the erroneous allocation of shares to Negma during the conversion of the convertible bonds held by it, an alleged failure to comply with the procedure for transactions with related parties, and an alleged existence of a conflict of interest on the part of Negma, as well as a hypothetical abuse of majority.

The directors, contrary to the allegations made by the shareholder NOI, stress that "all of the challenged resolutions, and in particular those approved by the extraordinary shareholders' meeting, were taken in the company's exclusive and primary interest, due to its immediate liquidity needs and, therefore, to safeguard business continuity, as well as to carry out operational investments and possible growth operations, including external lines, considered essential by the board of directors," the board members explain.

"The company, pointing out the fundamental importance of what has been resolved, already at a first examination of the appeal considers unfounded and in part even specious the reasons put forward by the shareholder NOI, specifying that it has promptly instructed its lawyers to resist the aforementioned judicial initiative to protect its own interests and those of its shareholders."

By Giuseppe Fabio Ciccomascolo, Alliance News senior reporter

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