27/10/2015
5.15 p.m.
Press Releases
RESULT OF THE EXERCISE OF THE RIGHT OF WITHDRAWAL AND OFFER TO MEDIOLANUM SHAREHOLDERS PURSUANT TO ARTICLE 2437-QUATER OF THE ITALIAN CIVIL CODE
Access to this portion of the website and the information contained herein is restricted for regulatory reasons. The material contained herein may not be distributed in or into any countries where an offer of the securities described therein would require regulatory authorization or an exemption therefrom.
I therefore certify that I have read, understand and agree to comply with all of the restrictions set forth above and that:
- I am resident and physically present in Italy;
or
- I am resident or physically present in any of the Member States of the European Economic Area (other than Italy) having implemented the Directive 2003/71/EC, (as amended, the “Prospectus Directive”), and I am a qualified investor as defined in the Prospectus Directive as implemented in the Member State of which I am a resident and physically present in;
or
- I am resident or physically present in a country where the offer of securities described herein does not require regulatory authorization and I am authorized to access the information and documents on this website without being subject to any legal restriction and without any further action required by the company.
With regard to the merger (the “Merger”) by incorporation of Mediolanum S.p.A. (“Mediolanum” or the “Company”) into Banca Mediolanum S.p.A. (“Banca Mediolanum”), it is hereby stated what follows.
Given that
(i) on 29 September 2015 the extraordinary shareholders’ meeting of Mediolanum has approved the merger project which entails the incorporation of Mediolanum into the wholly owned company Banca Mediolanum;
(ii) the adoption of the new By-laws of the incorporating company Banca Mediolanum will represent a significant change in the activity performed by the company the shareholders will have a participation in as a result of the Merger, Mediolanum shareholders who did not participat in the resolution approving the Merger were entitled to exercise the right of withdrawal pursuant to Article 2437, par. 1, letter a) of the Italian Civil Code (the “Right of Withdrawal”);
(iii) the liquidation amount of the ordinary shares of Mediolanum was determined pursuant to Article 2437-ter, par. 3 of the Italian Civil Code, in Euro 6.611 per share (the “Liquidation Amount”);
(iv) at the expiration of the term set forth by Article 2437-bis of the Italian Civil Code, the Right of Withdrawal has been exercised for a total of no. 54.390 Mediolanum shares, equal to 0,007% of its share capital (the “Shares”), and equivalent to an aggregate liquidation amount of Euro 359.572,29; in this respect, it has to be recalled that the effectiveness of the Merger is subject, inter alia, to the fact that the cash amount to be paid by the Company pursuant to Article 2437-quater of the Italian Civil Code due to the exercise of the Right of Withdrawal, does not exceed the amount of Euro 100 million; since the Right of Withdrawal has been exercised for a total of no. 54.390 Shares, for an aggregate liquidation amount of Euro 359.572,29, the Company hereby states that such condition has been fulfilled;
(v) the offer under option of the Shares pursuant to Article 2437-quater of the Italian Civil Code (offerta in opzione) is being filed at the present date with the Milan Companies Register;
(vi) the event referred to in Article 2437, par. 1, letter a) of the Italian Civil Code will happen only upon completion of the Merger, the effectiveness of the withdrawal is however conditional to the effectiveness of the Merger; it follows that Mediolanum Shareholders who have exercised the Right of Withdrawal will be paid the Liquidation Amount of the Shares subject to the effectiveness of the Merger;
(vii) it is to be noted that, pursuant to Article 2437-bis of the Italian Civil Code and to applicable regulations, Mediolanum shares for which the Right of Withdrawal has been exercised by entitled shareholders are made unavailable until the time of their liquidation by the intermediary authorized to keep records of the registration of financial instruments and related to the transfers;
For all these reasons
The Shares are offered under option (the “Offer”) to Mediolanum shareholders pursuant to Article 2437-quater of the Italian Civil Code, according to the terms and conditions that follow.
Offer
The Shares are offered to Mediolanum shareholders not having exercised the Right of Withdrawal (the “Other Shareholders”), pursuant to Article 2437-quater of the Italian Civil Code, pro rata to the number of shares held, at a purchase price corresponding to the Liquidation Amount of the Shares.
Therefore:
- no. 54.390 Shares are offered to Other Shareholders in the ratio of no. 1 Share for every no. 13.574 Mediolanum shares held, under the same conditions, at the unit price of Euro 6.611, corresponding to the Liquidation Amount.
The above ratio might be subject to variations in case more notices for the exercise of the Right of Withdrawal sent within the term provided by Article 2437-bis of the Italian Civil Code are received by the Company. In such case, appropriate public disclosure will be provided by the means of a specific notice.
Purchase rights relating to the Shares (the “Rights”) cannot be traded on the electronic share market (mercato telematico azionario) organized and managed by Borsa Italiana S.p.A. and may be exercised only for a whole number of Shares. The number of purchasable Shares in light of the exercised Rights will be determined rounding it down to the nearest whole number.
The Shares being offered and the Rights have not been and will not be registered in the United States of America according to the United States Securities Act of 1933, and may not be offered or sold in the United States of America in the absence of a specific exemption. The Shares being offered and the Rights may not be offered or sold in any other jurisdiction where the Offer is not allowed in the absence of a specific authorization pursuant to the applicable law, or where a specific exemption is required.
Subscription period
The Rights may be exercised starting from October, 28 2015 until November, 26 2015, inclusive. Any Rights that are not exercised will be forfeited at the end of the subscription period.
Subscription methods
The purchase of the Shares through the exercise of the Rights must take place via authorized intermediaries which adhere to the centralized management system of Monte Titoli S.p.a., by signing the acceptance form prepared according to the sample available at the registered office of Mediolanum S.p.A. (Basiglio - Milano 3, Via F. Sforza - Palazzo Meucci) and on the Company website www.mediolanum.com, section “shareholders’ meeting for the merger into Banca Mediolanum S.p.A.” (the “Acceptance Form”), subject to prior verification by such intermediaries of the shareholders’ eligibility for the purchase of the Shares (via the exercise of the Rights and possibly of the Pre-emption Right, as defined below).
Pre-emption Right
The Other Shareholders who exercise the Rights also have the pre-emptive right to acquire any Shares remaining unsold at the end of the subscription period, at the offer price, provided that they so request in the Acceptance Form (the “Pre-emption Right”).
The maximum amount of the Shares for which the Pre-emption Right is exercised shall be indicated in the relevant section of the Acceptance Form.
In case the number of the Shares requested for pre-emption exceeds the amount of Shares unsold at the end of the Offer, allocation of the shares will only be pro rata to the number of shares held; in case any Shares remain after the allocation with the abovementioned method, residual Shares will be assigned in accordance with the largest remainder method.
Results of the Offer and of the allocation
Mediolanum will announce the results of the Offer (in light, where appropriate, of the exercise of the Pre-emption Rights) via a press release to be published on 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.”. The number of Shares allocated to each shareholder will be communicated through authorized intermediaries to their clients, in accordance with their respective procedures and schedules.
Allocation procedure and payment terms of the Shares
The payment of the liquidation value of the Shares to each Mediolanum shareholder who exercised the Right of Withdrawal, as the transfer (and payment) of the allocated Shares within the Offer, will be carried out, subject to the effectiveness of the Merger, via the intermediary that received the Acceptance Form.
The date of payment and transfer of the Shares will be announced by Mediolanum via a press release to be published on a daily national newspaper and on the website of the Company, (www.mediolanum.com), section “shareholders’ meeting for the merger into Banca Mediolanum S.p.A.”.
For more information on the Merger, please refer to the documents available at the registered office of Mediolanum (Basiglio - Milano 3, Via F. Sforza - Palazzo Meucci) and on the website of the Company (www.mediolanum.com), section “shareholders’ meeting for the merger into Banca Mediolanum S.p.A.”.
The above mentioned press release will be published tomorrow October 28, 2015 on "Il Giornale" and “MF”.
This announcement is not an offer to sell, nor a solicitation of an offer to buy and any discussions, negotiations or other communications that may be entered into whether in connection with terms set out herein or otherwise shall be subject to contract.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form part of an offer to sell securities or the solicitation of any offer to subscribe for or otherwise buy any securities to any person in the United States, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to in this announcement have not been and will not be registered in the United States under the US Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States unless registered under the Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. There will be no public offer of the securities in the United States, Australia, Canada, Japan or South Africa.
This document does not constitute an offer to the public in Italy of financial products as defined under article 1 paragraph 1 letter t) of legislative decree n. 58 of 24 February 1998 (the “TUF”).
Basiglio - Milano 3, October 27 2015
