EXTRAORDINARY PRIVILEGED DIVIDEND TO SAVINGS SHAREHOLDERS AND SIMULTANEOUS MANDATORY CONVERSION OF SAVINGS SHARES INTO ORDINARY SHARES:
- OUTCOME OF THE EXERCISE OF THE RIGHT OF WITHDRAWAL
- OCCURRENCE OF THE MAXIMUM AMOUNT CONDITION
- DISTRIBUTION OF THE EXTRAORDINARY PRIVILEGED DIVIDEND AND IMPLEMENTATION OF THE MANDATORY CONVERSION
In relation to the resolution approving the distribution of the extraordinary privileged dividend to savings shareholders (the “Extraordinary Privileged Dividend”) and simultaneous mandatory conversion of the savings shares into ordinary shares (the “Mandatory Conversion”) approved by the Extraordinary General Shareholders’ Meeting and by the Special Savings Shareholders’ Meeting of Italmobiliare S.p.A. (“Italmobiliare” or the “Company”) on 4 August 2016, the Company informs that upon the expiration of the term for the exercise of the right of withdrawal provided for by art. 2437-bis of the Italian Civil Code and based on the notices received by the Company::
(i) none of the ordinary shareholders who were entitled to the right of withdrawal pursuant to art.. 2437, paragraph 1, lett. (g), of the Italian Civil Code has exercised such right;
(ii) one of the savings shareholders declared the intention to withdraw in respect of no. 2 (two) savings shares corresponding to an aggregate liquidation value equal to Euro 53.28.
Therefore, the condition whereby the implementation of the resolution approving the Extraordinary Privileged Dividend and Mandatory Conversion was subject to the circumstance that the aggregate amount to be paid by the Company, pursuant to art. 2437-quater of the Italian Civil Code, in relation to the possible exercise of the right of withdrawal, would not exceed the amount of Euro 30 million for each class of shares (so called Maximum Amount Condition) has occurred.
Considering the extremely low number of shares for which the right of withdrawal has been exercised (i.e. no. 2 savings shares), the pre-emption offer (offerta in opzione) provided for by art. 2437-quater, paragraph 1, 2 and 3, of the Italian Civil Code is technically not applicable. Therefore, the no. 2 savings shares for which the right of withdrawal has been exercised will be purchased by the Company pursuant to art. 2437-quater, paragraph 4, of the Italian Civil Code; payment of the liquidation value of said shares and their transfer to the Company will be settled by the depository intermediaries with value date on the effective date of the Mandatory Conversion as specified below.