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.
- Underwriting Agreement for the rights issue approved and signed with Banca IMI and Barclays
- Consob authorizes the publication of the Italian Offering Circular relating to the Maire Tecnimont rights issue
- Arab Development Establishment (ARDECO) increases to 10% its stake, acquiring an additional 5% stake at a unit price of Euro 3.90 per share
- The full amount of the rights issue is guaranteed
Milan, 27 June 2013 – Following the press release disclosed on today’s date, Maire Tecnimont S.p.A. makes the following announcement.
The terms for the rights issue have been approved
The Board of Directors, held on today’s date, has approved the terms for the rights issue.
In particular, the Capital Increase will be implemented through the issue of maximum n. 271,580,000 Shares, having the same characteristics of those currently outstanding, without expressed face value and with regular dividend, to be offered with option rights to the shareholders at a unit price of Euro 0.496 (of which Euro 0.01 allocated to share capital and Euro 0.486 as share premium), according to a ratio of n. 8 shares every n. 1 share held for a maximum countervalue equal to Euro 134,703,680.00 million.
The issue price of the Shares was calculated by applying a discount of approximately 37.8% on the Theoretical Ex Right Price – TERP – of the shares, based on today’s closing price equal to Euro 3.21.
The Underwriting Agreement for the rights issue has been approved and stipulated
The Board of Directors also approved the Underwriting Agreement relating to the subscription of the shares corresponding to any Option Rights that are not exercised after they have been offered on the Stock Exchange. The Underwriting Agreement has been stipulated by Banca IMI S.p.A. and Barclays Bank PLC, which, under this agreement, have undertaken the commitment to subscribe all shares that have remained unsubscribed after the offer of the unexercised rights on the Stock Exchange. The Underwriting Agreement is subject to the conditions specified in the Italian Offering Circular.
Consob authorizes the publication of the Italian Offering Circular relating to the option rights on Maire Tecnimont shares
Consob has authorized on today’s date the publication of the Italian Offering Circular relating to the option rights on Maire Tecnimont shares resulting from the capital increase resolved upon by the Extraordinary Shareholders’ Meeting of 6 June 2013.
The Italian Offering Circular will be available pursuant to law at the Issuer’s legal offices in Rome, Viale Castello della Magliana 75 and at its operating offices in Milan, Viale Gaetano De Castillia, 6/A, in office hours and business days, as well as in the Issuer’s website at www.mairetecnimont.com.
The Company also announces that it has received the following communications
On 24 June 2013, ARDECO, holding a 5% stake in the Company’s share capital following to the subscription of the capital increase reserved to it according to the resolution adopted by Maire Tecnimont S.p.A. Extraordinary Shareholders’ Meeting of 6 June 2013, announced that it has acquired from GLV Capital S.p.A., the Company’s majority shareholder, an additional 5% stake (corresponding to n. 1,697,500 shares of the Company) at a unit price of Euro 3.90 per share, hence increasing to 10% its stake in Maire Tecnimont S.p.A..
ARDECO also informed the Company that it will irrevocably undertake the commitment to fully exercise the option rights reserved to it – considering the additional 5% stake acquired – and, therefore, for an amount equal to Euro 13,472,250. Moreover, ARDECO reserves to subscribe any shares the right to which has not been exercised, without, however, undertaking any commitment in this respect.
In addition, GLV Capital S.p.A., the Issuer’s majority shareholder, which initially (on 5 April 2013) was committed to subscribing shares for a total amount of Euro 60 million, qualified such commitment on 24 June 2013, by serving communication to the Company, specifying that the same shall not be lower than Euro 66 million and in any case not below the amount necessary for GLV Capital S.p.A. to maintain, following to the rights issue, the control of the Company pursuant to art. 2359, par. 1, n. 1, of the Italian Civil Code, to the minimum extent of 51% of the Company’s share capital.
Considering the subscription commitments undertaken by the shareholders, and the guarantee commitment undertaken by the Guarantor Banks Banca IMI S.p.A. and Barclays Bank PLC, the rights issue is fully guaranteed.
It should be noted that the option rights may be exercised from 1 July 2013 to 18 July 2013 inclusive (the “Offer Period”) and the option rights may be traded on the Stock Exchange from 1 July 2013 to 11 July 2013 inclusive. Any option rights that are not exercised at the end of the offer period will be offered on the Stock Exchange, within the month following the expiry of the offer period, in compliance with currently applicable regulations.
For any further information about the capital increase with option rights contact the toll free number800.198.965 which shall be active as of 1 July 2013, Monday-Friday, from h. 9.00 to 18.00.
Maire Tecnimont SpA
Maire Tecnimont 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 over 30 countries, controls about 45 operating companies and has about 4,500 employees, half of whom are located abroad. For further information: www.mairetecnimont.com.
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