UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of July, 2023.
Commission File Number 001-41606
BRERA
HOLDINGS PLC
(Translation of registrant’s name into English)
Connaught House, 5th Floor
One Burlington Road
Dublin 4
D04 C5Y6
Ireland
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐
Entry into a Material
Contract
On July 3, 2023, Brera
Holdings PLC, a public limited company incorporated in the Republic of Ireland (the “Company”), entered into a preliminary
contract (the “Preliminary Contract”) with Selene S.a.s. of Immobiliare Luna S.r.l. (“Selene S.a.s.”) and Giuseppe
Pirola, two shareholders of UYBA Volley S.s.d.a.r.l., an entity organized under the laws of Italy (“UYBA”), relating to the
acquisition of UYBA by the Company.
Pursuant to the Preliminary
Contract, the Company, Selene S.a.s. and Giuseppe Pirola will enter into a final contract (the “Final Contract”) on July 28,
2023 (the “Execution Date”), pursuant to which the Company will acquire from Selene S.a.s. and Giuseppe Pirola shares of UYBA
with a total nominal value of €840,500, equal to 51% of UYBA’s share capital (the “Shares”) in exchange for €390,500
to Selene S.a.s. and €450,000 to Giuseppe Pirola payable on the Execution Date.
Additionally, on the
Execution Date, (i) the shareholders’ agreement and business plan, Annex 2 and Annex 3 of the Preliminary Contract, respectively,
that, among other things, obligates the Company to contribute a guaranteed minimum of sponsorships for the next 3 sports seasons for a
total amount of €860,000, and in the event that UYBA’s annual guaranteed minimum is not reached, the Company will be obliged
to contribute the difference within 30 days of the annual verification, will become effective, (ii) Giuseppe Pirola and Gianluigi Vigano
will be appointed as managing directors of UYBA, giving them the powers as stated in Annex 4 and Annex 5 of the Preliminary Contract,
respectively, and (iii) Selene S.a.s. and Giuseppe Pirola will immediately deposit the aggregate amount of €840,500 received from
the sale of the Shares into UYBA’s bank account in the form of a shareholders loan to UYBA which shall have a waiver of repayment.
The Preliminary Contract
stipulates that the UYBA board of directors shall be composed of 11 members until the approval of the June 30, 2026 financial statements:
(i) Giuseppe Pirola, as Chairman of the board of directors, (ii) Pierre Galoppi, Adrio De Carolis, Alessandro Alcotti, Cristiano Zatta,
Michele Lo Nero and Gianluigi Vigano as directors appointed by the Company and (iii) Andrea Saini, Marco Quarantotto, Simone Facchinetti
and Salvatore Insinga as directors appointed by UYBA shareholders other than the Company, Giuseppe Pirola and Selene S.a.s.
The Preliminary Contract
contains customary covenants including as to due diligence and representations and warranties of the parties and UYBA.
The Preliminary Contract is filed as Exhibit 1.1
to this report on Form 6-K, and this description of the Preliminary Contract is qualified in its entirety by reference to such exhibit.
On July 5, 2023, the
Company issued a press release announcing the Preliminary Contract. A copy of this press release is attached hereto as Exhibit 99.1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: July 6, 2023 |
BRERA HOLDINGS PLC |
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By: |
/s/ Pierre Galoppi |
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Pierre Galoppi |
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Chief Executive Officer |
2
Exhibit 1.1
PRELIMINARY CONTRACT FOR THE SALE OF UYBA VOLLEY
SHARES
BETWEEN
Giuseppe Pirola, born in Saronno (VA) on
28 March 1972, domiciled in Cesate (MI), vicolo Vigna 5, tax code PRLGPP72C28I441K (hereinafter also referred to as “Pirola”);
Selene S.a.s. of Immobiliare Luna S.r.l.
with registered office in Milan, via Fratelli Salvioni n. 6, tax code and registration number in the Register of Companies of Milan Monza
Brianza Lodi 05120500961, REA n. MI - 1798781, share capital €10,000.00, in the person of Giuseppe Pirola in his capacity as legal
representative of the general partner Immobiliare Luna S.r.l. with registered office in Caronno Pertusella (VA), Piazza Vittorio Veneto
n. 121/C, tax code and registration number in the Register of Companies of Varese 02861790125, REA n. VA - 296150, (hereinafter also referred
to as “Selene” or the “Sellers”),
- on the one hand -
AND
Brera Holdings PLC with registered office
in Connaught House, 5th Floor, One Burlington Road, Dublin 4, D04 C5Y6, Ireland, a company incorporated under Irish law, registered in
the Dublin Companies Register under no. 721923, Italian tax code 91058900, in the person of Pierre Galoppi (hereinafter also referred
to as “BH” or the “Buyer”),
- on the other hand -
hereinafter also, jointly with each other, “Parties”
and individually, the “Party”.
PREMISES:
| a) | the Sellers own, each as specified below, the shares representing the share capital of the company “UYBA
Volley Società Sportiva Dilettantistica a responsabilità limitata” with registered office in Busto Arsizio (VA), via
Maderna n. 20, share capital €1,648,000.00 (one million six hundred forty-eight thousand/00) fully paid up, tax code and registration
number in the Register of Companies of Varese 02726140128, R.E.A. n. VA-281236, (hereinafter also referred to as “UYBA”
or the “Company”), and in particular: |
| ● | Pirola
owns a share with the nominal value of Euro 500,000.00 (five hundred thousand/00); |
| ● | Selene
owns a share with the nominal value of Euro 598,000.00 (five hundred ninety-eight thousand); |
| b) | UYBA
is an Amateur Sports Company whose first team plays in the Italian Serie A1 women’s
volleyball championship; |
| c) | BH
is an Irish public limited company listed on the Nasdaq market as “BREA” which
has investment interests in the national and international sports field; |
| d) | the
Parties have conducted negotiations aimed at the acquisition by BH of a majority stake
in the share capital of UYBA; |
| e) | upon the outcome of the aforementioned negotiations and the due diligence carried out by BH on the Company
under Annex 1, the Sellers intend to sell to the Buyer, who intends to purchase, shares of the Company owned by them with a total nominal
value of Euro 840,500.00 (eight hundred forty thousand and five hundred/00), equal to 51% (fifty-one percent) of the share capital (the
“Shares”), under the terms and conditions provided for in this Contract, as defined below. In particular, the Sellers
intend to proceed with the sale of the Shares, respectively: (i) as for Pirola, in an amount equal to Euro 450,000.00 (the “Pirola
Share”); (ii) as for Selene, in an amount equal to Euro 390,500.00 (the “Selene Share”); |
In view of the above,
IT IS AGREED AS FOLLOWS.
Article 1
Preamble and Annexes
1.1
The premises and events attached form an integral and substantial part of this Contract.
1.2
The following are Annexes to the Contract:
Annex 1: Due Diligence;
Annex 2: Shareholders’ Agreement;
Annex 3: Business Plan;
Annex 4: Pirola Proxy;
Annex 5: Vigano Proxy.
Article 2
Definitions and Interpretations
2.1
In addition to the terms defined in the text of this Contract, the terms and expressions listed below have the meaning assigned to
them in this article:
Business
Plan | the financial and industrial plan of the Company for the three-year period 2023/2026; |
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Contract: | this preliminary contract for the purchase and sale of shares of UYBA including premises and Annexes; |
Final Contract: | the
contract, authenticated by a Notary, signed between the Buyer and the Sellers concerning the transfer of the Shares by the Sellers to
the Buyer; |
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Damages: | the
entire amount of any direct damage (including non-existence of assets, losses or contingencies),
loss or cost (including legal ones) suffered by UYBA and/or the Buyer, whatever the case,
net of any compensation and/or reimbursements obtained from third parties, including any
insurance companies, depending on: |
| ● | of
events, acts or facts constituting or involving violation, error, inaccuracy or omission
in any of the representations and warranties contained in this Contract; and/or |
| ● | of
acts, facts, operations and/or omissions that occurred (including, without limitation, disputes
already established or threatened) before, or on, the Execution Date or occurred after the
Execution Date, but deriving from acts, facts, operations and/or omissions prior to the Actual
Execution Date violation of the duties of the administrator; |
Execution Date: |
the date on which the Execution takes place, as described below; |
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Industrial and Intellectual Property Rights: |
patents and their applications, inventions, ornamental and utility models, know-how, software, domain names, copyrights, databases and related economic use rights, as well as distinctive signs including, without limitation, trademarks, including service marks, registered and de facto, logos, domain names, trade names and related applications; |
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Execution: |
means the signing of the Final Contract, the transfer of ownership of the Shares, the payment of the Price and, more generally, the signing and exchange of all documents and the fulfillment of all obligations that must be signed, exchanged or fulfilled by the Parties on the Execution Date. |
Encumbrances: | any interest, right of option, pre-emption or veto, or other right, real or mandatory, of shareholders
or third parties, or any privilege, pledge, mortgage, guarantee, constraint, weight, burden or similar restriction, of any nature; |
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Financial
Statements 2023: | the financial statements of UYBA closed on 30 June 2023; |
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Minority
Shareholders: | collectively
indicates the minority shareholders of UYBA in the legal entities of E-Work Holding S.r.l. and Laica S.p.A., 40 & FAC S.r.l. and
in the natural persons of Maoying Chen, Mattia Moro and Simone Facchinetti;
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Shareholders’ Agreements: | agreement between all the shareholders of UYBA aimed at regulating both their mutual relations relating to the functioning
of the Company, with particular reference to its corporate governance, and the transfer of the respective shares in the share capital
of the Company. |
2.2
The headings of the articles have been inserted only for the sake of clarity and have no effect on the interpretation of the Contract.
Article 3
Consent and Subject Matter
3.1 Under
the conditions and terms established by the Contract, Pirola undertakes to sell to BH, which undertakes to purchase, a nominal share of
Euro 450,000.00 (four hundred and fifty thousand/00) representing 27.30% of the share capital of the Company, and Selene undertakes to
sell to BH, which undertakes to purchase, a nominal share of Euro 390,500.00 (three hundred ninety thousand and five hundred/00) representing
23.70% of the share capital of the Company, against payment of the Price indicated in Article 4 below, with effect from the Execution
Date.
3.2 The
transfer of ownership of the Shares will take place on the Execution Date, following the completion of the acts and obligations (including
the signing of the Final Contract) constituting the Execution.
3.3 The
Parties agree that the Final Contract will not represent a novation of the commitments and obligations contained in this Contract, being
understood as mere execution of the commitments assumed with the same. Should there be any discrepancy between the provisions of the Contract
and those of the Final Contract, the provisions of the Contract shall prevail.
Article 4
Price of Allowances and Methods of Payment
4.1 The
price for the purchase of the Shares is determined in total Euro 840,500.00 (eight hundred forty thousand and five hundred/00) (the “Price”),
as follows:
| (i) | Euro 450,000.00 (four hundred and fifty thousand/00) that
will be paid to Pirola at the same time as the signing of the Final Contract by means of a cashier’s check in the manner governed
by Article 5 below; |
| (ii) | Euro 390,500.00 (three hundred ninety thousand and five hundred/00)
that will be paid to Selene at the same time as the signing of the Final Contract by means of a cashier’s check in the manner governed
by Article 5 below. |
Article 5
Financing of Selling Members
5.1 Mr.
Giuseppe Pirola and Selene S.a.s. of Immobiliare Luna S.r.l. have committed, during the negotiations aimed at the acquisition by BH of
a majority stake in the share capital of UYBA referred to in this Contract, to carry out, at the same time as the signing of the Final
Contract, a shareholder loan through payment to the Company’s current account of an amount of Euro 840,500.00 (eight hundred forty
thousand and five hundred/00), with waiver of repayment of the loan. By virtue of this Contract, the Parties agree that the cashier’s
checks in payment of the Price will be in the name of UYBA in order to immediately pay them to the bank account of the Company, which
will also fulfill the financing obligation assumed by Pirola and Selene.
Article 6
Date of Execution
6.1 The
Execution Date is agreed between the parties as 28 July 2023.
Article 7
Activities by the Execution Date
7.1 By
(or at the same time as) the Execution Date, the Sellers, each to the extent of their competence, also undertaking pursuant to and for
the purposes of Article 1381 of the Civil Code, will ensure that:
| (a) | the Minority Shareholders waive the right of pre-emption for the purchase of the Shares due to them pursuant
to art. 8 of the Articles of Association of the Company; |
| (b) | the shareholders’ meeting of the Company approves the Financial Statements as at 30 June 2023; |
| (c) | Mr. Giuseppe Pirola resigns from the position of Sole Director of the Company; |
| (d) | the shareholders’ meeting of the Company appoints, until the approval of the financial statements
of the Company that will close on June 30, 2026, a Board of Directors composed of 11 (eleven) members composed as follows: |
| (d.1) | Giuseppe Pirola, as Chairman of the Board of Directors; |
| (d.2) | Pierre Galoppi, Adrio De Carolis, Alessandro Alcotti, Cristiano Zatta, Michele Lo Nero and Gianluigi Vigano
as directors appointed by BH; |
| (d.3) | Andrea Saini, Marco Quarantotto, Simone Facchinetti and Salvatore Insinga as directors appointed by Shareholders
other than BH and GP and Selene. |
Article 8
Execution and Activities at the Execution Date
8.1 The
Execution will take place on the Execution Date at the Notary Gianluca Gonzales with office in Milan, via Giotto n. 9, in the presence
of the Notary Gianluca Gonzales himself in charge of authenticating the signatures of the Final Contract.
8.2 At
the Execution Date:
| (i) | the Sellers and the Buyer will sign the Final Contract; |
| (ii) | the Buyer shall pay the Price to the Sellers in the manner referred to in Article 5 above; |
| (iii) | the Sellers will deliver to the Buyer their communication addressed to the Company with which they will
declare that they irrevocably waive the return of the shareholder loan made by them pursuant to Article 5 above; |
| (iv) | the shareholders of the Company will execute the Shareholders’ Agreement under Annex 2 to this Contract; |
| (v) | the Company’s Board of Directors will be held in full form, which will approve the Business Plan
under Annex 3 and appoint Pirola and Gianluigi Vigano as managing directors, attributing them the powers in the text compliant with the
enclosed under Annex 4 (the “Pirola Proxy”) and Annex 5 (the “Vigano Proxy”); |
| (vi) | the Parties will sign or cause to be signed any additional documents useful and/or necessary, under applicable
laws, to complete the transfer of the Shares and any other obligation under this Contract. |
The Parties agree and acknowledge that
any failure to sign the Shareholders’ Agreement by one or more Minority Shareholders will not constitute an impediment to the Execution.
Notwithstanding the foregoing, it is understood that all the actions constituting the Execution shall be regarded as a one single action,
so that, at the option of the Party concerned with the fulfillment of a specific action, no action shall be deemed to have been fulfilled
where and until such time as all other actions constituting the Execution have been fulfilled in accordance with the provisions of this
Contract.
Article 9
Pirola Guarantees
9.1 The
Buyer undertakes, also pursuant to and for the purposes of article 1381 of the Civil Code, to ensure that the guarantees issued by it
in the interest of the Company to BPER Banca are returned to Pirola, Banco Desio and Credito Sportivo, with consequent release from any
related guarantee obligation.
Article 10
Representations and Warranties of the Parties
10.1 The
Buyer issues to the Sellers the following representations and warranties, each of which shall be correct and true at the Execution Date:
| (i) | BH is a company incorporated under Irish law whose shares are admitted to trading on the Nasdaq market
in New York, duly incorporated and able to carry on its business, has full enjoyment of its rights and is not in a state of insolvency
or liquidation; |
| (ii) | All corporate proceedings, which must be undertaken by or on behalf of the Buyer to authorize the Buyer
to enter into this Contract, have been duly and duly undertaken, this Contract has been duly entered into by the Buyer and constitutes
a valid and binding obligation for the same. |
| (iii) | The signing and performance of the Contract in itself considered: |
| (a) | do not give rise to violations of provisions contained in the statute of the Buyer, nor to violations
of rules of law or regulations or provisions contained in orders of the judicial authority or other competent authorities; |
| (b) | do not constitute a breach of further obligations assumed by the Buyer and, in any case, borne by it. |
| (c) | do not require any further approval or authorisation or other act by any person or body or authority,
or any further communication to them; |
| (iv) | The Buyer disposes and will dispose on the Execution Date of all funds necessary to promptly fulfill all
its payment commitments under this Contract. |
10.2 The
Sellers issue to the Buyer the following representations and warranties, each of which shall be correct and true at the Execution Date:
| (i) | The Sellers have the full enjoyment of their rights, are not in a state of insolvency, nor are they subject,
or are there, to the state, facts or events that could determine their submission to insolvency proceedings; |
| (ii) | The Sellers are endowed with any capacity, power or authorization necessary to sign the Contract and to
fulfil all obligations and commitments arising therefrom. In particular, the signing and fulfillment of the Contract by the Sellers: |
| (a) | do not require any further approval or authorisation or other act by any person or body or authority,
or any further communication to them; |
| (b) | do not give rise to violations of rules of law or regulations and of provisions contained in measures
of the judicial authority or other competent authorities; |
| (c) | do not constitute a breach of further obligations assumed by them and, in any case, charged to them. |
Article 11
Representations and Warranties relating to the
Company
11.1 The
Sellers, in addition to what is declared and guaranteed in article 9.2. above, declare and guarantee to the Buyer what is specified in
this article 10 with respect to the Company, as well as the related financial, economic and financial situations and other circumstances
relating to the Company as referring to the Execution Date (inclusive), also indemnifying and holding harmless the Buyer or the Company,
as the case may be, with respect to any Damage deriving from the violation of the declarations and guarantees provided.
11.2 Shares
| (a) | The Sellers may freely dispose of the Shares of which they are full, exclusive and legitimate owners. |
| (b) | The Shares are free of encumbrances. In particular, without prejudice to the generality of the foregoing,
there are no rights in relation to the Shares, without prejudice to the provisions of the Articles of Association, that confer or may
confer in the future the right to purchase, subscribe or in any case acquire, in whole or in part, the Shares or in any case any participation
in the share capital of the Company, or that confer or may confer in the future any right relating to them of any kind. The Sellers guarantee
that there are no subscriptions, options, rights, repayments of shares, commitments, understandings, agreements, programs or other agreements
of any kind that provide for or involve the purchase, issuance, sale or sale of any part of the share capital of the Company in favor
of third parties. |
| (c) | There are no covenants or agreements of any kind capable of conferring on anyone the right to claim compensation
or make claims against the Sellers and/or the Company as a result of the transfer of ownership of the Shares to the Buyer. |
| (d) | There are no shareholders’ agreements, voting or blocking unions, fiduciary mandates or other agreements
concerning the Shares, or the exercise of the right to vote in the Company’s meetings. |
11.3 Regular
Constitution
| (a) | The Company is a company under Italian law duly constituted and validly existing, in full possession of
its rights, pursuant to the laws and regulations applicable to it. |
| (b) | The Company does not pay in a state of liquidation, insolvency, or in a situation provided for in articles
2482-bis or 2482-ter et seq. of the Civil Code, nor has it been declared bankrupt, or subjected to or admitted to any liquidation or insolvency
proceedings or to prior agreement under the applicable laws, nor have applications for admission to any of these proceedings been submitted.
The Company has always fulfilled (and continues to fulfill) its obligations with regularity and timeliness and, consequently, there are
no proceedings or requests of any kind against (or proposed by) the Company that may involve the risk of liquidation, commissioning or
bankruptcy or, in any case, of its submission to any bankruptcy procedure or of a similar nature. |
11.4 Share
Capital
| (a) | The share capital of UYBA amounts to €1,648,000.00 (one million six hundred forty-eight thousand/00)
and has been duly resolved, fully subscribed and paid up. The Shares covered by this Contract belong to the Sellers and have been issued
and registered regularly in accordance with applicable Italian legislation. |
11.5 Investments
and Subsidiaries
The Company does not own or hold, either directly
or indirectly, shares, quotas and/or participations or co-interest of any nature, whether or not they control and whether or not they
attribute voting rights, in other companies. The Company has not established secondary offices, branches, offices, agencies, permanent
offices or structures, nor has shares in consortia, whether with external or merely internal relevance, or entities, nor is it registered
or part of any joint venture, association or collective organization. The Company is also not party to (or in any case subject to obligations
deriving from) partnership agreements in participation or co-interest of any kind.
11.6 Company
Financial Statements
The Financial Statements 2023 and the previous
financial statements of the Company are true and correct, have been prepared in accordance with the applicable legal and regulatory provisions
(civil and tax) and in substantial compliance with the accounting principles applied uniformly over the years. The Financial Statements
2023 and the previous financial statements represent as a whole the substantially faithful, truthful and correct picture of the Company’s
equity, economic and financial situation and income and economic results in the periods indicated. The Financial Statements 2023 and the
previous financial statements have been duly approved by the competent bodies of the Company and none of them has been, or is, contested
or contested.
11.7 Social
Books and Accounting Documents
The company books and records relating to the
Company are complete and correct and have been kept in accordance with the law and good corporate and business practice. UYBA’s
accounting documents faithfully reflect, as a whole, the equity and economic-financial situation and the results of the Company as a whole.
11.8 Permits,
Licenses and Authorizations
| (a) | The Company is the owner and/or has all the authorizations, concessions, licenses and permits, and has
validly signed all the agreements necessary for the purpose of allowing it to carry out its business regularly. |
| (b) | Such authorizations, concessions, licenses, permits and agreements have been validly obtained and/or entered
into, are fully in force and there are no facts or circumstances that may give rise to their revocation, annulment or substantial modification
or other measure of forfeiture or dissolution, for any reason. |
| (c) | The Company has conducted and continues to conduct its business in accordance with such authorizations,
concessions, licenses, permits and agreements. |
11.9 Power
of Attorney
The Company has not released and does not have
any power of attorney in favor of any person, company or company, for purposes of any nature, which may in any way oblige it or which
allow it to represent it, or to exercise any power or right belonging to it.
11.10 Movable
and Real Property - Financial Leases
| (a) | Movable Property and Registered Movable Property |
The Company has full and exclusive
ownership or has the legitimate availability for another title, as well as the undisturbed enjoyment of all assets, movable assets and
movable assets recorded in public registers reflected in the Financial Statements 2023 and in the accounting records or otherwise owned,
held or used for the performance of its business, which are free from encumbrances. All assets, movable property and registered movable
property of the Company are in good working and maintenance condition, sufficient and suitable for use in the normal course of its business
and comply, in all material and formal respects, with the laws, provisions and regulations respectively applicable at today’s date,
in relation to their manufacture, use and operation.
The Company is not a party to any financial
lease agreement relating to immovable property or movable property (whether registered or not).
The Company does not own any immovable
property.
| (d) | Property leases and loan for use |
The lease agreements of real estate
and/or loan for use to which the Company is a party. The properties rented and/or on loan for use are held on the basis of validly stipulated
contracts and regularly in place in accordance with the applicable laws and regulations. Any sums due to the owners of the leased properties
as rent or expenses or for any other reason have been duly paid.
The movable and immovable assets used
by the Company, whether owned or not, comply with the regulations in force and the criteria currently adopted in the field of security
and protection, including, without limitation, Legislative Decree n. 81/2008 et seq.
11.11 Name
- Industrial and Intellectual Property Rights
| (a) | No acts, proceedings, actions or measures such as to affect the right of the Company to its name are in
progress or threatened. Consequently, the Company is fully authorized to use its name and company in the performance of its activities,
on an exclusive basis and without limitation of any nature. |
| (b) | None of the directors, employees or external collaborators of the Company have any rights or claims in
relation to the corporate name “UYBA Volley Società Sportiva Dilettantistica a responsabilità limitata” as well
as to any license, authorization, approval, grant, invention, patent, trademark or other proprietary right or industrial or commercial
property in any way relating to the Industrial and Intellectual Property Rights or other industrial or commercial property rights that
are or are to be used by the Company in the conduct of its business. |
11.12 Insurance
| (a) | The Company is covered by insurance, against any damage or damage, of any nature, which may be caused
to third parties in the course of its business. In addition, the Company’s assets (including instrumental ones) have always been and are
currently covered by insurance against fire, theft, accidental damage or damage caused by third parties, accidents, civil liability and
other risks usually insured by other companies that carry out activities similar to their business. |
| (b) | The insurance contracts to which the Company is a party have been concluded in compliance with current
legislation. In particular, but without prejudice to the generality of the foregoing, the underwriting of insurance policies was preceded
by a complete, truthful and accurate representation to the respective insurance companies of the conditions, including capital, of the
Company. |
| (c) | All insurance contracts to which the Company is a party are fully valid and effective, free of constraints
and encumbrances and have always been regularly fulfilled by the Company, which has always promptly paid the related insurance premiums. |
11.13 Guarantees
to third parties
The Company has not granted real or personal guarantees,
subscribed letters of patronage, or assumed other guarantee commitments, even of an atypical nature or contractual obligations of any
nature with a bond of passive solidarity with third parties (including the Sellers), in relation to debit exposures or other obligations,
current or future, own or of third parties (including the Sellers), such as, by way of example but not limited to, debts for loans and
obligations in relation to guarantees of good execution.
11.14 Personnel
and labour law issues in general. Self-employment contracts.
| (a) | The Company has been and is in compliance with the laws in force regarding employment and related practices
such as, by way of example, provisions relating to salaries, premiums, working hours and social security contributions, medical assistance
and accident insurance, as well as related taxes and/or social taxes and charges. |
| (b) | There are no ongoing or threatened labor or union disputes against the Company. |
| (c) | The Company has several self-employment contracts pursuant to art. 2222 of the Italian Civil Code and
guarantees that on the Execution Date these subjects have no title to claim a contractual relationship other than the one actually contracted. |
11.15 Environmental,
Occupational Health and Safety and Fire Prevention Issues.
At the Execution Date:
| (a) | The Company is in compliance, in all formal and substantive respects, with all applicable laws, regulations
and standards, as well as with the criteria and procedures normally adopted in the field of operation, in matters of environmental conditions,
occupational health and safety and fire prevention. |
| (b) | The Company has carried out and carries out its activity in accordance with the laws and regulations in
force from time to time as well as with the methods and requirements provided for in the authorizations, concessions, licenses, permits,
agreements and contracts relating to the activity itself. |
| (c) | Judgments of the Judicial or Administrative Authority, and other similar measures of the competent authorities
with respect to the matters referred to in this article, have not been issued against the Company, nor are proceedings underway for the
detection of violations of rules relating to the same matters, nor is there any reason to believe that such actions may be initiated. |
11.16 Litigation.
| (a) | There are no civil, administrative, tax, claims, actions, pronouncements, assessments or notices, criminal
proceedings or investigations against, or that may in any way involve, the Company, its assets or rights or its activities, whether before
any court, tribunal, administrative authority or body, or tax. |
| (b) | The Company has not received any measures, decrees, communications, written notices, findings or complaints
of violation of laws, regulations, rules, measures, judgments, decrees or other provisions from any authority, Italian or foreign. |
| (c) | Neither the Company nor any of its directors, directors or employees is the subject of measures, mandates,
orders or decrees in force in relation to its activity or in any case to the functions exercised. |
| (d) | The Company is not involved in any proceedings pursuant to Legislative Decree 231/2001, as amended, nor
is it subject to any type of sanction, administrative, pecuniary or disqualification referred to in the same legal text. |
11.17 Privacy.
The Company has requested all consents to the
processing, communication and transfer of personal data, possibly necessary pursuant to Legislative Decree 196/2003 and the GDPR, and
subsequent amendments, and uses such data within the limits provided therein and within the limits of the consent given, having also fulfilled
any further obligation provided for by the aforementioned legislation and related implementing regulations.
Article 12
General Provisions
12.1 The
Contract contains the full expression of the agreements reached between the Parties and supersedes and cancels any previous agreement
between them, relating to the purchase of the Shares.
12.2 Any
communication required or permitted by the provisions contained herein will be made in writing, in Italian and will be deemed validly
made by sending registered letter with return receipt, advanced by email, upon receipt of the same, provided that such communications
are addressed as follows:
Connaught House, 5th Floor, One Burlington Road, Dublin
4, D04 CSY6, Ireland
email pierre@breraholdings.com
vicolo Vigna 5, Cesate
email giuseppe.pirola@egn.legalmail.it
via Fratelli Salvioni 6, Milano
email selenesas@egn.legalmail.it
or to any other address that each Party
may subsequently communicate to the other by means of a communication forwarded in accordance with the above.
12.3 Any
modification, variation or waiver of the Contract shall not be valid and binding unless it results from a written deed signed by the Party
against whom such modification, variation or waiver is invoked.
12.4 The
Parties undertake to sign and exchange all deeds and documents at all times and to do everything else necessary in order to execute the
Contract.
12.5 Each
Party shall bear the cost of the consultants used for the negotiation and drafting of this Contract. The notarial expenses deriving from
the Final Contract will be borne by the Buyer.
12.6 The
Parties agree that the failure, partial and/or delayed exercise by one of the Parties of any of the rights and/or faculties deriving from
the Contract may not be considered as entailing any modification, not even implicit, of the Contract, nor the waiver of the exercise,
as well as the partial exercise, by one of the Parties of any of the rights and/or faculties derived from the Contract may prevent said
Party from the further exercise of said right and/or faculty.
Article 13
Disputes
13.1 Applicable
Law and Jurisdiction.
This Contract and the rights and obligations of
the Parties deriving from it are governed by Italian law and according to the same interpreted.
Any dispute arising from or occasioned by the
Contract will be submitted to the exclusive jurisdiction of the Court of Milan.
Milan, 3 July 2023
/s/ Selene S.a.s. di Immobiliare Luna S.r.l. |
|
/s/ Giuseppe Pirola |
|
/s/
Brera Holdings PLC |
Annex 1
Due Diligence
[Report from Charted Accountant, ODCEC Busto Arsizio,
regarding the corporate status of UYBA]
Annex 2
Shareholders’ Agreement
[Agreement between the UYBA shareholders allowing
the share transfer between BH, Pirola and Selene, apportioning the members of the board of directors to be appointed, designating the
auditor, and delineating the requirements and restrictions of movement of shareholdings.]
Annex 3
Business Plan
[Chart showing projected revenues and costs of
UYBA for the years 2023 to 2026]
Annex 4
Pirola Proxy
[Document delineating the corporate powers given
to Giuseppe Pirola to sign for and be a representative of UYBA]
Annex 5
Vigano Proxy
[Document delineating the corporate powers given
to Gianluigi Vigano to sign for and be a representative of UYBA]
17
Exhibit 99.1
Brera Holdings Enters Into Definitive Agreement
to Acquire Majority Stake in Italian First-Division Women’s Professional Volleyball Team UYBA Volley
North Milan-Based UYBA Volleyball Team is Led
by World Championship Coach Julio Velasco and Includes Lease for E-Work Arena in Busto Arsizio
DUBLIN and MILAN, July 5, 2023 (GLOBE NEWSWIRE)
– Brera Holdings PLC (“Brera Holdings,” “Brera” or the “Company”) (Nasdaq: BREA) today announced
that it has executed the definitive agreements related to the acquisition of a majority ownership stake in the Italian Serie A1 women’s
professional volleyball team UYBA Volley S.s.d.a.r.l., based in Busto Arsizio, north of Milan (“UYBA” or “UYBA Volley”).
The closing of the acquisition is subject to customary closing conditions contained in the definitive agreements.
“We are delighted to become involved in
UYBA Volleyball, a storied franchise that is fully engaged in the fabric of its community. It is a confirmation of Brera Holdings’
multi-sport strategy” said Brera Holdings Chief Executive Officer, Pierre Galoppi. “Through the UYBA acquisition, we expect
not only to partner with a championship-caliber professional team, but also to work with a world championship coach, Julio Velasco, and
to fully utilize the multi-year access to UYBA’s E-Work Arena from the city of Busto Arsizio,” Mr. Galoppi continued.
Under the executed definitive agreements, Brera
Holdings will acquire 51% of the share capital of UYBA Volley. Giuseppe Pirola, UYBA’s chairman and minority shareholder, will continue
as chairman of UYBA’s board of directors. “We look forward to welcoming Brera Holdings with their powerful Social Impact Sports
mission and branding,” said Mr. Pirola. “Exporting our UYBA brand and our know-how internationally has always been one of
the objectives of our mission, which we now intend to achieve with Brera’s support,” concluded Mr. Pirola.
UYBA Volley has an inspiring history of professional
volleyball achievements, including title wins of the Women’s Confederation Europe Volleyball Cup (the “CEV Cup”) in
the 2009-2010, 2011-2012, and 2018-2019 seasons. In the 2011-2012 season, UYBA won the Italian National Championship, the Italy Cup and
the Italian Super Cup.
Brera Director Chris Gardner and UYBA President
Giuseppe Pirola at the E-Work Arena
ABOUT BRERA HOLDINGS PLC:
Brera Holdings PLC (Nasdaq: BREA) is focused on
expanding its social impact football (American soccer) business by developing a global portfolio of emerging football and other sports
clubs with increased opportunities to earn tournament prizes, gain sponsorships, and provide other professional football- and sports-related
consulting services. The Company seeks to build on the legacy and brand of Brera FC, the first football club that was acquired by the
Company in 2022. Brera FC, known as “The Third Team of Milan,” is an amateur football association which has been building
an alternative football legacy since its founding in 2000. In March 2023, the Company expanded to Africa with the establishment of Brera
Tchumene, a team admitted to the Second Division Championship in Mozambique, a country of nearly 32 million people. In April 2023, the
Company acquired 90% of the European first division football team Fudbalski Klub Akademija Pandev in North Macedonia, a country with participation
rights in two major Union of European Football Associations (“UEFA”) competitions. The Company is focused on bottom-up value
creation from sports clubs and talent outside mainstream markets, innovation-powered business growth, and socially-impactful outcomes.
See www.breraholdings.com.
ABOUT UYBA VOLLEY S.S.D.A.R.L.
Italian Serie A1 women’s professional volleyball
team UYBA Volley S.s.d.a.r.l., based in Busto Arsizio, north of Milan (“UYBA” and “UYBA Volley”), is one of the
most followed women’s volleyball team through social media in Italy. UYBA has a decades-long history built upon strong values, passion,
excellence, and commitment to sport from school level to youth and senior teams.
UYBA Volley manages the E-Work Arena under a municipal
lease through 2039. Capable of comfortably accommodating 4,500 people, the E-Work Arena in Busto Arsizio, Province of Varese, is a place
of entertainment and of fun, frequented by families and young people who wish to enjoy a memorable sporting experience. For the 2023-2024
season, UYBA Volley will be led by one of the greatest coaches of all time, Julio Velasco. See www.volleybusto.com
ABOUT COACH JULIO VELASCO
Coach Julio Velasco has won 4 Argentine championships,
4 Italian championships, 3 Italy Cups, 1 Italian Super Cup, and 1 CEV Cup as a club head coach. As national team head coach, he won 3
European Championships, 2 World Championships, 5 men’s World Leagues, 1 men’s Grand Champions Cup, 1 men’s World Top
Four, 1 men’s Volley World Cup, 1 FIVB World Grand Champions Cup, 2 men’s Asian and Oceanian Championships, and 1 Pan American
Games Championship.
Coach Velasco’s fame encompasses both men’s
and women’s championship volleyball where he has coached the Italian national teams for both. He is known for his team culture,
his immense knowledge of the sport, his communication skills, and his motivation and management style. He also served as a manager of
the football clubs Inter Milan (FC Internazionale Milano) and S.S. Lazio (Lazio) in Rome, where he served as Director General of the squad
that won the UEFA Cup in 1988-1989. See https://en.wikipedia.org/wiki/Julio_Velasco
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements
that are subject to various risks and uncertainties. Such statements include statements regarding the Company’s ability to grow
its business and other statements that are not historical facts, including statements which may be accompanied by the words “intends,”
“may,” “will,” “plans,” “expects,” “anticipates,” “projects,”
“predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential”
or similar words. Actual results could differ materially from those described in these forward-looking statements due to a number of factors,
including without limitation, the Company’s ability to continue as a going concern, the popularity and/or competitive success of
the Company’s acquired football and other sports teams, the Company’s ability to attract players and staff for acquired clubs,
unsuccessful acquisitions or other strategic transactions, the possibility of a decline in the popularity of football or other sports,
the Company’s ability to expand its fanbase, sponsors and commercial partners, general economic conditions, and other risk factors
detailed in the Company’s filings with the SEC. The forward-looking statements contained in this press release are made as of the
date of this press release, and the Company does not undertake any responsibility to update such forward-looking statements except in
accordance with applicable law.
CONTACT INFORMATION:
Pierre Galoppi, Chief Executive Officer
Brera Holdings PLC
pierre@breraholdings.com
Daniel McClory, Executive Chairman
Brera Holdings PLC
dan@breraholdings.com
Giuseppe Pirola, Chairman
UYBA Volley S.s.d.a.r.l.
Giuseppe.pirola@volleybusto.com
Mattia Moro, General Director
UYBA Volley S.s.d.a.r.l.
mattia.moro@volleybusto.com
3
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