NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.
This communication does not contain or constitute an offer of, or the solicitation of an offer to buy, securities. The rights and shares referred to herein may not be offered or sold in the United States unless registered under the US Securities Act of 1933 (the “Securities Act”) or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The rights or shares referred to herein have not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the ordinary shares in the United States, Australia, Canada or Japan. Copies of this communication are not being made available and may not be distributed or sent into the United States, Canada, Australia or Japan.
SUBSCRIPTION PERIOD EXPIRED SUCCESSFULLY WITH OVER 99% OF ORDINARY SHARES OFFERED SUBSCRIBED
- 99.15% of ordinary shares offered have been subscribed for a total amount of Euro 133,557,991
- GLV Capital S.p.A. and ARDECO have subscribed for a total of Euro 74,112,320 (equal to 55.019% of the issue) and Euro 13,471,360 (equal to 10% of the issue) of ordinary shares offered, respectively
- Unexercised option rights to be offered on the Mercato Telematico Azionario beginning on 22 July 2013
Milan, 18 July 2013 – Maire Tecnimont S.p.A. announces that today marks the end of the subscription period for the 271,580,000 new ordinary shares of Maire Tecnimont S.p.A., which was resolved upon by the extraordinary shareholders’ meeting held on 6 June 2013.
In the period between 1 July 2013 and 18 July 2013 (the “Offering Period”), n. 33,658,768 subscription rights were exercised for the subscription of n. 269,270,144 new ordinary shares of Maire Tecnimont S.p.A., representing 99.15% of the total ordinary shares being offered, for an aggregate amount of Euro 133,557,991.41.
GLV Capital S.p.A. and ARDECO, in line with their respective commitments dated 24 June 2013, have subscribed for a total of Euro 74,112,320 (equal to 55.019% of the issue) and Euro 13,471,360 (equal to 10% of the issue) of ordinary shares offered, respectively.
In particular, GLV Capital S.p.A. - which initially on 5 April 2013 committed to subscribe shares for a total amount of Euro 60 million, qualified such commitment on 24 June 2013 for a portion of new ordinary shares equal to an aggregate amount not lower than Euro 66 million and, in any event, for an amount of new ordinary shares required to ensure that GLV Capital S.p.A. controls at least 51% of the share capital of Maire Tecnimont S.p.A. after giving effect to the capital increase - exercised all the subscription rights it was entitled to, for the subscription of n. 149,420,000 new ordinary shares equal to an aggregate amount of Euro 74,112,320.00, which resulted in GLV Capital S.p.A. holding a number of shares representing 55.019% of the total share capital of Maire Tecnimont S.p.A.
The industrial partner ARDECO, in line with the irrevocable commitment given on 24 June 2013 to subscribe for the entire portion of new ordinary shares to which it was entitled in its capacity as shareholder, exercised all the subscription rights it was entitled to, for an aggregate amount of Euro 13,471,360.
At the end of the Offering Period, n. 288,732 subscription rights for the subscription of n. 2,309,856 new ordinary shares were unexercised, representing 0.85% of the total ordinary shares being offered, equal to an aggregate amount of Euro 1,145,688.58 (the “Remaining Rights”).
In compliance with the Italian civil code, the Remaining Rights will be offered on the Mercato Telematico Azionario, the Italian automated screen-based trading system managed by Borsa Italiana S.p.A. (the “MTA”), on behalf of Maire Tecnimont S.p.A., by Banca IMI S.p.A., at the trading sessions of 22, 23, 24, 25 and 26 July 2013 (the “Rights Auction”). On the first trading day the entire amount of the Remaining Rights will be offered and, on the following trading days, only the Remaining Rights not subscribed in the previous days will be offered.
The shares are required to be subscribed no later than 29 July 2013 through the authorized financial intermediaries registered with Monte Titoli S.p.A., under penalty of forfeiture, unless the anticipated closing of the Rights Auction, as a result of the sale of the entire amount of the Remaining Rights at the trading sessions of 22 or 23 July 2013.
In case of anticipated closing of the Rights Auction on the MTA, the Remaining Rights acquired in the course of the Rights Auction must be exercised beforehand, under penalty of forfeiture, no later than the third business day following the date of communication of anticipated closing and therefore:
- no later than 25 July 2013, in the event of anticipated closing on 22 July 2013;
- no later than 26 July 2013, in the event of anticipated closing on 23 July 2013.
It is understood that, in case the Remaining Rights are not sold in full at the end of the first two trading sessions, e.g. the sessions of 22 and 23 July 2013, the deadline for the subscription of the shares will remain 29 July 2013.
The Remaining Rights will be made available to the relevant purchasers through the authorized financial intermediaries registered with Monte Titoli S.p.A. and may be used to subscribe for new ordinary shares, with regular voting rights and having the same characteristics of other ordinary shares of Maire Tecnimont S.p.A., at a price of Euro 0.496 (Euro 0.486 of which as a share premium), at a subscription ratio of n. 8 new ordinary shares for each Remaining Right exercised.
The shares subscribed for by the end of the Rights Auction will be credited to the accounts of the authorized financial intermediaries registered with Monte Titoli S.p.A. as of close of business on the last day of exercise of the Remaining Rights and will be available from the next settlement day.
As described in the Prospetto Informativo (available at the registered office of Maire Tecnimont S.p.A. in Rome, Viale Castello della Magliana, 75 and at the group’s headquarters in Milan, Via Gaetano de Castillia, 6/A, and on the website of Maire Tecnimont S.p.A. at www.mairetecnimont.com), the completion of the capital increase, for a total subscription amount of Euro 134,703,680.00, was entirely guaranteed since – in addition to the aforementioned commitments undertaken by the shareholders GLV Capital S.p.A. and ARDECO – Barclays Bank PLC and Banca IMI S.p.A., in their capacity as joint global coordinators, committed subscribe of any new ordinary shares that have not been subscribed for following the Rights Auction, up to a maximum amount of Euro 69.0 million.
Maire Tecnimont SpA
MaireTecnimont is an international leading Group in the sectors of Engineering & Construction (E&C), Technology & Licensing and Energy & Ventures with specific skills in plant engineering in particular in the hydrocarbon industry (Oil & Gas, Petrochemicals, Fertilizers) and also in Power Generation and Infrastructures. The Group is listed on the Milan Stock Exchange and is present in approximately 30 countries, controls around 45 operating companies and has about 4,500 employees, half of whom are located abroad. For further information: www.mairetecnimont.com.
Simona Raffaelli, Alfredo Mele