Milan, 14 April 2014 – With reference to what has been disclosed to the market on 9 April 2014, Prelios S.p.A. informs that on today’s date the execution of the compulsory early repayment of “Prelios 2013-2019 Convertible Debenture Loan” has been automatically enforced through the full conversion of:
- number 166,042[1] bonds (equal to 71.1% of the total issued bonds) representing tranche A, convertible into ordinary shares; and
- number 67,492 bonds (equal to 28.9% of the total issued bonds) representing tranche B, convertible into class B shares.
The table below shows the details of the bonds already held by individual Bondholders, the respective holdings of the Debenture Loan and the relevant conversion shares attributed to each Bondholder following to the conversion, pursuant to Prelios 2013-2019 Debenture Loan Regulation:
| Tranche A | |||
| Bondholder | n. of bonds held | % tranche A and tranche B | n. conversion ordinary shares |
| Pirelli & C. | 80,880 | 34.633% | 111,916,082 |
| Unicredit | 29,910 | 12.808% | 41,387,364 |
| Intesa Sanpaolo | 12,915 | 5.530% | 17,870,872 |
| Banca Popolare Milano | 12,452 | 5.332% | 17,230,205 |
| Banca Monte dei Paschi | 12,452 | 5.332% | 17,230,205 |
| Banca Popolare di Sondrio | 4,981 | 2.133% | 6,892,359 |
| Banca Popolare Emilia Romagna | 4,981 | 2.133% | 6,892,359 |
| Banca Carige | 4,981 | 2.133% | 6,892,359 |
| UBI Banca | 2,490 | 1.066% | 3,445,487 |
| Total | 166,042 | 71.100% | 229,757,292 |
| Tranche B | |||
| Bondholder | n. of bonds held | % tranche A and tranche B | n. conversion class B shares |
| Pirelli & C. | 67,492 | 28.900% | 93,390,705 [2] |
In relation to the aforementioned conversion, also the capital increase for the exclusive service of the conversion has been automatically implemented – as resolved upon by the Company Board of Directors on 10 June 2013, that exercised the power assigned thereto by the Shareholders’ Meeting of 8 May 2013 – through the issue of n. 229,757,292 ordinary shares and n. 93,390,705 class B shares, for a total counter value of Euro 236,544,333.80.
* * *
As a result of the above, the certification of the occurred implementation of the capital increase referred to above for the exclusive service of the conversion has been filed and registered on today’s date with the Milan Business Register, pursuant to art. 2444, first paragraph, of the Italian Civil Code.
Consequently, pursuant to art. 85-bis of the Regulation adopted by Consob Resolution n. 11971 of 14 May 1999 and following amendments as well as to art. 2.6.2., first paragraph, letter a), of the Regulation of the Markets organized and managed by Borsa Italiana S.p.A., Prelios S.p.A. informs that the new composition of the share capital, fully subscribed and paid in, amounts to Euro 426,441,257.20 in total, divided into:
- n. 506,953,179 ordinary shares, without face value, accruing regular dividends;
- n. 210,988,201 class B shares, convertible into ordinary shares, without face value and voting right, not destined to listing;
as better shown in the table below.
TABLE 1
|
|
Current share capital
| Previous share capital | ||||
| Euro | N. of shares | Unit face value | Euro | N. of shares | Unit face value | |
| TOTAL of which: | 426,441,257.20 | 717,941,380 | Shares without face value | 189,896,923.40 | 394,793,383 | Shares without face value |
| Ordinary shares (accruing regular dividends) Number of accruing coupon: 2 | 288,073,471.77 | 506,953,179 |
Shares without face value | 119,891,134.03 | 277,195,887 | Shares without face value |
| Class B shares (not listed) | 138,367,785.43 | 210,988,201 |
Shares without face value | 70,005,789.37 | 117,597,496 | Shares without face value |
[1] It nullifies and supersedes the number of bonds of Tranche A included in the press release of 9 April 2014, that indicated an incorrect value, for a mere material error, equal to n. 116,042. However, the data shown in the table of the same press release is correct.
[2] It nullifies and supersedes the number of conversion class B shares included in the table of the press release of 9 April 2014 that indicated an incorrect value, for a mere material error, equal to n. 92,381,024. However, the data reported in the text of the same press release is correct.