PRELIOS: RESERVED CAPITAL INCREASE SUBSCRIBED BY FENICE SRL

Milan, 31 July 2013 – With reference to what already disclosed to the market, following to the Extraordinary Shareholders’ Meeting resolution of 8 May 2013 on Prelios Group equity strengthening, financial rebalancing and industrial re-launch transaction and, finally, with reference to disclosure made on 18 July 2013 and 30 July 2013, Prelios announces the following.

The Company has been notified by Camfin S.p.A. (also on behalf of Cam Partecipazioni S.p.A.) of the occurred acceptance of the rights issue relating to the capital increase for a total amount of max. Euro 115,009,511.53 as illustrated in the Offering Circular published on 18 July 2013 (“Capital Increase with Option Rights”), through the exercise of the respective option rights for a total amount of about Euro 17 million, in cash, to be followed by the issue of the corresponding Prelios new shares, that – like for all shareholders subscribing the Capital Increase with Option Rights – shall be credited at the end of the accounting day of the last day of the Offer Period (8 August 2013) and that shall be available from the subsequent settlement day (9 August 2013).

Moreover, on today’s date the Company has been notified of the occurred full subscription of the reserved capital increase for Euro 70,005,789.37 by Fenice S.r.l. (“NewCo”, a company participated by Feidos 11 S.p.A., Pirelli & C. S.p.A., Intesa Sanpaolo S.p.A. and UniCredit S.p.A.), with consequent issue of the corresponding class B shares without voting right and not destined to listing (“Reserved Capital Increase”).
 

The subscription of the Reserved Capital Increase took place following to occurrence of the conditions envisaged also for the purposes of the effectiveness of the total debt rescheduling agreement (entered into between the Company and its lenders on 7 May 2013) and, in particular, of the conditions notified on 18 July 2013 and also indicated in the Offering Circular, relatively to:
 

• the start of the Capital Increase with Option Rights on 22 July 2013 (and still underway);
• the definition and subscription of the agreements relating to the Takeover Bid exemption by all the parties involved in the extraordinary transaction, enforcing and in compliance with the conditions established by Consob (as already disclosed to the market on 30 July 2013);
• evidence of subscription of a portion of the Capital Increase with Option Rights for at least Euro 17 million (implemented by means of the aforementioned subscription by Camfin S.p.A.).

NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA AND JAPAN

This communication does not constitute an offer or an invitation to subscribe for or purchase any securities. The securities referred to herein have not been registered and will not be registered in the United States under the U.S. Securities Act of 1933 (as subsequently amended) (the “Securities Act”), or in Australia, Canada or Japan or any other jurisdiction where such an offer or solicitation would require the approval of local authorities or otherwise be unlawful. The securities may not be offered or sold in the United States or to U.S. persons unless such securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. Copies of this announcement are not being made and may not be distributed or sent into the United States, Canada, Australia or Japan.