05/10/2015
4.44 p.m.
Press Release
Merger by incorporation of Mediolanum S.p.A.
into Banca Mediolanum S.p.A.
terms and procedures for the exercise of the right of withdrawal
Basiglio, October 5, 2015 – Mediolanum S.p.A. (“
Mediolanum” or the “
Company”) informs that on
October 5,
2015 (the “
Registration Date”), the resolution (the “
Merger Resolution”) of the extraordinary shareholders’ meeting of Mediolanum held on September 29, 2015 (the “
Extraordinary Shareholders’ Meeting”) approving the incorporation of Mediolanum into the wholly owned company Banca Mediolanum S.p.A. (the “
Merger”), was registered with the Companies’ Register of Milan.
Mediolanum shareholders who did not vote for the approval of the Merger Resolution (the “
Entitled Shareholders”) are entitled to exercise the right of withdrawal (
diritto di recesso) in accordance with Italian law (the “
Right Of Withdrawal”). The liquidation amount relating to Mediolanum shares for which the Right of Withdrawal is exercised has been determined in accordance with Article 2437-
ter, para. 3, of the Italian Civil Code in Euro 6.611 per share (the “
Liquidation Amount”).
The effectiveness of the Right of Withdrawal is subject to the effectiveness of the Merger. Please note that the effectiveness of the Merger is subject, among other things, to the condition that the outlay incurred by the Company, pursuant to article 2437 - quater of the Italian Civil Code, to the possible exercise of the right of withdrawal, does not exceed the total amount of Euro 100 million (the "Maximum Amount Condition" ) . The Maximum Amount Condition has been established in the exclusive interest of the Company, which shall have the right to waive it.
The Company will announce the number of shares for which the Right Of Withdrawal has been exercised and therefore, the fulfillment or non-fulfillment of the Maximum Amount Condition and, in such case, the possible waiver of the condition itself, via a press release, as well as a notice published in a national daily newspaper and on the website of the Company, within 5 (five) business days from the closing of the pre-emptive offer (offerta in opzione) according to Article 2437-quarter, para. 2, of the Italian Civil Code, or from the closing of any placement, if carried out, according to Article 2437-quarter, para. 4, of the Italian Civil Code. The Right Of Withdrawal can be exercised by Entitled Shareholders on all or a portion of their shares, by sending a registered letter (the “
Withdrawal Notification”) to the Company pursuant to Article 2437-
bis of the Italian Civil Code within 15 days of the Registration Date and, therefore, no later than
October 20, 2015, at “
Mediolanum S.p.A., Direzione Affari Societari, Via F. Sforza, Palazzo Meucci, - 20080 Basiglio, Milano 3 (MI)”.
The Withdrawal Notification must be submitted in a sealed envelope with the words “Exercise of the Right Of Withdrawal” clearly indicated on the outside. Where possible, the Withdrawal Notification must be sent in advance either by e-mail (to the e-mail address:
assemblea2015@pec.mediolanum.it) notwithstanding the need, for the purposes of the law, of the sending of such Withdrawal Notification by registered letter. The Withdrawal Notification, which will be irrevocable, must provide: (i) personal data, tax code, address, (and where possible a telephone number) of the withdrawing shareholder for communication purposes inherent in the Right of Withdrawal; (ii) number of shares for which the Right Of Withdrawal is exercised; (iii) details of the bank account of the exiting shareholder to be credited with the Liquidation Amount due in relation to the shares for which the Right Of Withdrawal is exercised; (iv) details of the intermediary where the shares and related transfers are recorded, together with the details of the relevant account.
Please note that, according to Article 23 of the Regulation of Banca d'Italia-Consob of February 22, 2008 as subsequently amended (the “
Banca d'Italia-Consob Regulation”), the entitlement to exercise the Right Of Withdrawal pursuant to Article 2437 of the Italian Civil Code is certified by a communication made by the intermediary to the issuer (the “
Communication”). The shareholders who intend to exercise the Right Of Withdrawal shall therefore require the intermediary authorized to keep records of the registration of financial instruments and related transfers according to the law, to send the Communication to the Company pursuant to Article 21 of the Banca d'Italia-Consob Regulation. The Communication shall certify the following:
(i) the continuous ownership of the withdrawing shareholder of the shares of Mediolanum in relation to which the Right Of Withdrawal is exercised, from before the opening of the shareholders’ meeting whose resolution gives cause to the exercise of the Right Of Withdrawal, until the date when the Communication has been issued, and in any case until the date when the Right Of Withdrawal is exercised, should the Communication be issued by the intermediary after such date;
(ii) the absence of pledges or other liens on shares of Mediolanum in relation to which the Right Of Withdrawal is being exercised; otherwise, the withdrawing shareholder shall send the Company, as a condition for the admissibility of the Withdrawal Notification, a specific declaration by the secured creditor or by such other person who has other liens on the shares, in which such person gives irrevocable consent to carry out the liquidation of the shares in relation to which the Right Of Withdrawal is exercised, in accordance with the instructions given by the withdrawing shareholder. Shareholders exercising the Right Of Withdrawal are responsible for ensuring that any information provided in the Withdrawal Notification is correct and for sending such notification to Mediolanum no later than
October 20, 2015, as indicated above, it being understood that the Company does not take any responsibility in this regard. Withdrawal Notifications sent after the above deadline, or lacking the required information, and/or not promptly accompanied with the Communication, will not be accepted.
It should be noted that the shareholders who exercise the Right Of Withdrawal will not be entitled to 2015 interim dividends according to Article 2433-
bis of the Italian Civil Code, in the event that the payment of such dividends is approved and executed according to the timing followed by the Company in the previous years, hence, in November 2015.
Notices, statements and certificates mentioned above shall also be made by the holders of any shares which are not placed in the central depository system, with the formalities required pursuant to the applicable law and regulations. In this case, shareholders must deliver the representing certificates to an authorized intermediary, to be put into the centralized management system with Monte Titoli S.p.A, and request the issuance of the Communication for the exercise of the Right Of Withdrawal.
As provided for in Article 2437-
bis of the Italian Civil Code and applicable regulations, the shares subject to the Communication under Article 23 of the Banca d’Italia-Consob Regulation (and therefore the shares for which the Right Of Withdrawal is exercised by the person entitled) are made unavailable, by the intermediary itself, until the time of their liquidation.
If one or more shareholders exercise the Right Of Withdrawal, the liquidation procedure will be carried out in accordance with the provisions of Article 2437-
quarter of the Italian Civil Code; all relevant information will be communicated by Mediolanum by means of specific notices published in a national daily newspaper and on the website of the Company
www.mediolanum.com, section “shareholders’ meeting for the merger into Banca Mediolanum S.p.A.”
This press release will be published tomorrow October 6, 2015 on "Il Giornale" and “MF”.
Basiglio - Milano 3, October 5, 2015
