Pirelli & C. Shareholders' Meeting
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PIRELLI & C. SHAREHOLDERS' MEETING:
- A CAPITAL INCREASE FOR AN AMOUNT UP TO 1,078 MILLION EUROS APPROVED
- BOARD OF DIRECTORS REDUCED TO 20 MEMBERS
Milan, 21 January 2005 - The General Shareholders' Meeting of Pirelli & C. S.p.A met today in ordinary and extraordinary session.
In extraordinary session the General Meeting of Pirelli & C. approved a capital increase for a maximum cash amount of 1,078 million euros through issue of up 1,539,291,916 ordinary shares - dividend entitlement as from 1st January 2004 - to offer to ordinary and saving shareholders on the basis of 2 new ordinary share for 5 of any other category of share held, at the unit price of 0.70 euro per share, of which 0.18 as a premium. The amount of the capital increase was calculated by assuming the exercise of all outstanding Warrants. 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 and the size of the transaction.
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.
Specifically, resources from the above-mentioned capital increase will be used to underwrite the amount related to Pirelli & C. stake (50,4%) of the capital increase of Olimpia. Pirelli & C. S.p.A also made a commitment to subscribe the remaining shares of shareholding banks and, in case, pro quota, the remaining shares related to Edizione Finance International S.A.
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 arranged and directed by Banca Caboto (Intesa Group), J.P. Morgan, MCC (Capitalia Group), Mediobanca and Ubm.
Subject to market conditions, the capital increase is expected to begin by the first ten days of February 2005.
In ordinary session, the General Meeting of Pirelli & C. approved the reduction to 20 from 22 of the number of Directors. Therefore, at present, the incidence of independent Directors within Pirelli & C. S.p.A Board grows.
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