The extraordinary Italcementi shareholders' meeting approved the mandatory conversion of savings shares into ordinary shares at the proposed conversion rate of 0.65 ordinary shares for each savings share, without cash balance and without a reduction in the share capital, and the consequential amendments to the By-Laws. The mandatory conversion had already been approved with a large majority at the special meeting of the savings shareholders held on 7 April.
The savings shareholders who did not vote to adopt the resolutions (i.e., shareholders who were absent, who voted against the proposal or who abstained from voting) will be able to exercise their right of withdrawal in the 15 days as from the date of registration of the resolutions in the Bergamo Companies Register pursuant to art. 2437-bis of the Italian Civil Code. Said date will be announced in the manner prescribed by law. As already announced, the liquidation amount paid to shareholders who exercise their right of withdrawal will be €3.519 for each savings share. This amount, determined in accordance with art. 2437-ter, paragraph 3, of the Italian Civil Code, has been computed exclusively on the basis of the mean closing share price on the stock market in the six months preceding publication of the notice of call of the shareholders' meeting that adopted the resolutions legitimising withdrawal.
The mandatory conversion will take place on condition that the outlay by the company pursuant to art. 2437-quater of the Italian Civil Code with respect to the exercise of rights of withdrawal does not exceed an amount of €30 million (the “Maximum Outlay Condition”).
The Maximum Outlay Condition has been set in the exclusive interest of the company, which will have the right to waive the Condition.
The company will publish the figures on the quantity of withdrawn shares and, consequently, the fulfillment or the non-fulfillment of the Maximum Outlay Condition and, in the latter case, the eventual waiver of the Condition, within 10 business days from the end of the period for the exercise of the right of withdrawal.
As a preliminary to the mandatory conversion, the extraordinary shareholders' meeting also approved the proposal to eliminate the expressed nominal value of the outstanding ordinary shares and savings shares, and to amend the By-Laws accordingly.
The extraordinary shareholders' meeting also carried a resolution whereby, in the event that the mandatory conversion should fail to become effective – owing to non-fulfilment of the Maximum Outlay Condition or to other causes – the company savings shares may be voluntarily converted into ordinary shares at the rate of 0.65 ordinary shares for each saving share, without cash balance and without a reduction in the share capital.
Press release from Italcementi.
Read the article online at: https://www.worldcement.com/europe-cis/09042014/italcementi_shareholders_reach_agreement_17/