Milan, 21 December 2012 – On today’s date, Prelios S.p.A. and Feidos 11 S.p.A. – a company established by Feidos S.p.A., owning the majority stake, and by the families Rovati, Diaz della Vittoria Pallavicini and Cornetto Bourlot, owning stakes through dedicated vehicles - signed a Frame Agreement, which, following to the Memorandum of Understanding entered into by Prelios S.p.A. and Feidos S.p.A. on 14 November 2012, regulates the terms and conditions for the completion of the extraordinary transaction aimed at the refinancing, financial reorganization and industrial relaunch of Prelios Group.
In particular, the Frame Agreement sets forth and regulates the following activities:
- The Company re-capitalization through a capital increase of 185 million euro in total, of which at least 100 million euro should be subscribed cash and the residual amount should be subscribed by possibly converting part of the receivables of the Company’s financing entities.
- The debt rescheduling in line with the new business plan: 250 million euro financing and up to 269 million euro through conversion into equity (or quasi-equity) instruments, with cash option for the repayment exercisable by the Company
The total capital increase of 185 million euro may be proposed partly through the option offering of newly issued ordinary shares (up to approx. 117 million euro), guaranteed by Prelios financing entities, and for the residual part through newly issued shares without voting right (up to approx. 68 million euro) reserved to the underwriting through a special purpose vehicle incorporated by Feidos 11 S.p.A. and the Company financing entities.
For the recapitalization transaction, as designed by the Frame Agreement, the current Shareholders being a party to Prelios Shareholders’ Agreement will contribute to the capital increase underwriting for at least 25 million euro and Feidos 11 for 20 million euro in total.
The capital increase, which is expected to be completed under market conditions and whose terms may be defined taking also the valuations made by the new investor into account, considering a pre-money equity value equal to 50 million euro, shall therefore generate new cash available for Prelios for at least 100 million euro.
The agreement reached with Feidos 11 also envisages the undertaking by the new investor of responsibilities in Prelios management and of governance prerogatives (specifically the appointment of Eng. Massimo Caputi as Deputy Chairman of Prelios with specific powers for strategy and development) in order to maximize the contribution to the business relaunch by the industrial partner.
Based on the Frame Agreement, the completion of the extraordinary transaction is subject to some conditions, including:
- the definition and stipulation of debt rescheduling agreements with the Group current financing entities;
- the validation of Prelios plan pursuant to art. 67, paragraph 3, letter d), of the Royal Decree n. 267 of 1942, as previously disclosed;
- the issue of commitments by the current shareholders being a party to Prelios shareholders’ agreement, by the current financing entities of the Group and by Feidos 11 to underwrite and/or guarantee the capital increase on the above-described terms;
- the issue by Consob of the exemption from the obligations to call for a Take-Over Bid on all shares, to be fulfilled by the subjects involved in the transaction; and
- the approval by Prelios shareholders’ meeting of the capital increase and of Prelios new by-laws.
More details may be disclosed after the negotiations with all the subjects involved in the transaction and, namely, with the shareholders being a party to Prelios shareholders’ agreement and the Company financing entities.
Subject to the positive outcome of the negotiations underway with the subjects mentioned above, in particular with the financing entities, and subject to the definition and underwriting of binding agreements as well as to the publication of the information memorandum relating to the capital increase, with the prior authorisation by the Authorities, the implementation of the transaction is expected to start within the first quarter of 2013.
For the transaction in question, Prelios is assisted by Lazard&Co as financial advisor and by Labruna Mazziotti Segni Law Firm as legal advisor. Feidos is assisted by Banca Leonardo as financial advisor and by Gianni, Origoni, Grippo, Cappelli & Partners as legal advisor.