01
February
2005
|
00:00
Europe/Amsterdam

Announcement of Pirelli & C. Capital Increase Prospectus

These written materials are not for distribution in the United States, Canada, Australia or Japan. The information contained herein does not constitute an offer of securities for sale in the United States, Canada, Australia or Japan. The securities may not be offered or sold in the United States unless they are registered under applicable law or exempt from registration. The Company does not intend to register any portion of the Offering in the United States or to conduct a public offering of securities in the United States. No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted.

 

 

  • PUBLICATION OF THE PROSPECTUS SETTING OUT THE TERMS AND THE CONDITIONS FOR THE PIRELLI & C. SPA CAPITAL INCREASE
  • CAPITAL INCREASE FOR AN OVERALL AMOUNT OF 1,062 MILLION EUROS
  • OFFERED IN OPTION 1,517,672,178 ORDINARY SHARES
  • THE OPTION RIGHTS TO SUBSCRIBE 2 NEW SHARES FOR 5 OF ANY CATEGORY OF SHARE HELD, AT THE UNITARY PRICE OF 0.70 EUROS PER SHARE, CAN BE EXERCISED FROM 7 UP TO 25 FEBRUARY INCLUDED

 


Milan, 1 February 2005 - Following the publication to Consob of the relevant prospectus, Pirelli & C. SpA announces the terms and conditions of an issuance in option of new shares as decided by the extraordinary Shareholders' Meeting of the Company on 21 January 2005.

Overall amount of the offer
The offer consists in a paid capital increase for a total amount of 1,062,370,524.6 euros through emission of n. 1,517,672,178 shares (the "Shares") with a par value of 0.52 euros and a dividend entitlement as from 1 January 2004, to be offered in option for subscription to Pirelli & C. shareholders at a price unit of 0.70 euros, of which 0.18 as a premium.

The exact amount of the capital increase was calculated on the basis of the shares currently outstanding.

The resources resulting from the capital increase will be used to subscribe the capital increase of 2 billion euros of Olimpia S.p.A that will enable the company not only to increase the investment in Telecom Italia S.p.A, but also to face the dilution effect caused by the announced merger of Telecom Italia with TIM. Olimpia capital increase was fully subscribed on 27 January 2005: Pirelli & C. SpA, Edizione Finance International Sa and Hopa SpA subscribed pro-quota, while Pirelli & C. subscribed also shares not subscribed by shareholding banks. Therefore, Olimpia share capital is: Pirelli & C. SpA 57.66%, Edizione Finance International Sa 16.8%, Hopa SpA 16%, Banca Intesa SpA and Unicredito Italiano SpA 4.77% each.

To whom the offer is made and subscription ratio
The offer is designed, without any quantitative restriction, for all holders of the Pirelli & C. shares in circulation at the commencement of the option period, at the ratio of 2 new Shares each 5 Pirelli & C. of any category of share held.

Duration of the offer
The option rights can be exercised from 7 February up to 25 February 2005 included, after which date the rights lapses, at Company's registered office and at authorized intermediaries belonging to the centralized management system of Monte Titoli SpA.

The option rights will be tradable on the Stock Exchange from 7 to 18 February included. After 25 February 2005 Company will offer any rights not exercised on the Stock Exchange.

Offer Price of the Shares
The Shares will be priced at euros 0.70 each, of which 0.18 as a premium: the issue price of the new shares was determined by the Board of Directors the past 7 December considering the performance of the share in the previous three months, the structure and the size of the transaction, as well as considering that dividend entitlement is as from 1 January 2004. Full payment of the Shares must be made at subscription and the Company will not charge the shareholder any accessory or additional costs. Shares will be issued to entitled subjects by the tenth working day of the Stock Exchange after the closing of the option period.

Guaranteeing the success of the offer
The Pirelli & C. Shareholders' Agreement has undertaken to subscribe for the part of capital increase related to the 1,727,564,650 shares committed in the agreement at present. Moreover, Cam Finanziaria S.p.A has undertaken to subscribe for the part of capital increase pertaining to further 236,280,918 shares it already owns and that are not committed in the Agreement.

The remaining amount of the share capital increase will be subscribed for by a underwriting consortium organized, arranged and directed by Banca Caboto SpA (Intesa Group), JPMorgan, MCC SpA - Capitalia Gruppo Bancario, Mediobanca SpA and UBM.

The Prospectus, containing the information on the investment and the cautions for the investor, can be obtained, on request, at the registered office of Pirelli & C., the Borsa Italiana SpA and Monte Titoli SpA as well as from Internet www.pirelli.com.

Not for distribution, directly or indirectly, in the United States or to US persons

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