Property

AbitareIn: heading for liquidation

The Board of Directors has approved a voluntary partial takeover bid for 2.5 million shares, representing 9.7 per cent of the share capital, at €3.10 per share. Acceptance of the offer will commence on Monday 9 November. An extraordinary general meeting has been convened for 17 December to approve the proposal for the early dissolution of the company.

4' min read

Translated by AI
Versione italiana

4' min read

Translated by AI
Versione italiana

A voluntary partial takeover bid for over 2.5 million treasury shares, representing less than 10 per cent of the share capital, and the convening of a further extraordinary general meeting to resolve on the early dissolution and winding-up of the company.
This decision was taken this evening by the board of directors of AbitareIn, the Milan-based company specialising in property development – listed on the Euronext Milan segment – which had long been exploring ways to resolve a financial situation that had become increasingly difficult due to numerous development projects stalled at the planning permission stage at Milan City Council. Without the necessary permits and the ability to build, the company was unable to survive.

Features of the offer

The Offer approved last night relates exclusively to the purchase of 2,580,645 ordinary shares. This corresponds to 9.70 per cent of Abitare In’s total share capital, comprising a total of 26,614,959 shares, at a price of 3.10 euros per share, to be paid entirely in cash. The consideration is net of stamp duty, where applicable, and of fees, commissions and expenses, which shall be borne by the Company; the substitute tax on capital gains, where applicable, shall be borne by the participants.

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The total value of the Offer, in the event of full acceptance, amounts to €7,999,999.50, and the company will cover the maximum outlay using its own cash reserves. The consideration was determined by the Board of Directors, within the range set by the General Meeting, on the basis of its own assessments and taking into account, amongst other things, the official share price on the reference date, without relying on valuations by independent parties. This price incorporates a premium of 12.33 per cent compared with the official stock market price on the reference date, which stood at €2.75964.

The acceptance period for the takeover bid, as agreed with Borsa Italiana Spa, will commence at 8.30 am on Monday 9 November and will end at 5.30 pm on 27 November 2026 (both dates inclusive), unless extended. Payment of the consideration will be made on 4 December 2026, unless the acceptance period is extended. Acceptances are irrevocable and the company will report weekly on the progress of acceptances and will publish, in specific press releases, the provisional and final results of the Offer.

The company itself then clarifies that it reserves the right to extend the acceptance period, as well as to amend the terms of the offer, by issuing a specific notice to the market no later than the end of the second trading day preceding the close of the acceptance period.

The proposal to place the company into liquidation

The Board of Directors has also resolved to convene an extraordinary general meeting of shareholders on 17 December 2026 at 5.00 pm, to vote on the proposal for the early dissolution of the company ‘pursuant to Article 2484, paragraph 1, point 6 of the Civil Code’.

“As is well known,” explains the company’s statement, “the residential property development sector in the Municipality of Milan is affected by a persistent standstill in town planning and building procedures, which has led to a virtual halt in the issuing of planning permissions and significant uncertainty regarding the timing and methods of implementing new projects. The most recent planning permission obtained by the AbitareIn Group for a residential project dates back to the end of 2023, and, in fact, the 14 projects sold in July 2026 were all awaiting authorisation. This disposal enabled the company to convert assets, whose development timelines were unpredictable, into a certain sum, thereby reducing the company’s risk profile. The situation described, which has now persisted for an extended period, has had a decisive impact on the company’s ability to launch and develop new projects in its target market.”

The sale of 14 companies to Techbau

The decision comes after the group led by Marco Grillo finalised finalised the deal with Techbau for the sale of 14 special purpose vehicles owning the same number of residential projects, mainly in Milan and one in Florence. The total value of the transaction (enterprise value) stood at €141.1 million, an increase of €5.8 million compared with the figure set out in the preliminary contract, following the finalisation of a new deed of sale. Overall, these were property developments totalling approximately 164,000 square metres, all of which lacked the necessary planning permissions to commence construction. At the time, the company’s chief executive explained that the transaction responded ‘the need to reduce the group’s overall risk profile’ and that it enables the company to ‘further develop its business model through partnerships with other industrial and financial operators, including via service contracts’.

The company’s performance is being weighed down by the now structural situation in Milan, linked to the ongoing slowdown in the planning approval process following the major investigation into the town planner which began three years ago in Milan: a situation which the company no longer regards as a temporary phase but as a structural change in the sector’s operating conditions, exacerbated by the uncertainties linked to the national debate on urban regeneration.

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Upon completion of the transaction with Techbau, the board of directors had also approved a request for voluntary withdrawal from the Star segment of Borsa Italiana. This decision reflects the downsizing of the group, which means that compliance with certain requirements for Star-listed companies – such as the publication of quarterly results – is no longer significant, given that the organisational effort involved is no longer proportionate to the current scope of operations. At the time, however, the board of directors had made it clear that the shares would in any case remain and continue to be traded on Euronext Milan.

Following the mid-summer transaction, however, in October Techbau exercised a put option on its shareholdings in two of the 14 target companies sold last July. The repurchase took place at the same value recognised in the transaction, totalling 12.1 million for the two companies, subject only to an adjustment for changes in the net financial position as at the date of the resale. The consideration was paid in full through a partial set-off against the third instalment of the transaction price, due by 9 September 2027, which will be reduced accordingly. Consequently, no cash outlay was required on the part of AbitareIn.

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