Pirelli & C. Spa announces the terms and conditions of the Capital Increase
Milan, June 03th, 2003
Pirelli & C. Spa announces the terms and conditions of the Capital Increase
PUBLICATION OF THE PROSPECTUS SETTING OUT THE TERMS AND CONDITIONS FOR THE INCREASE IN SHARE CAPITAL WITH THE SIMULTANEOUS ISSUE OF WARRANTS
CAPITAL INCREASE FOR AN OVERALL AMOUNT OF 812.2 MILLION EUROS
NEW RESOURCES FOR APPROX. 650 MILLION EUROS, NET OF WITHDRAWAL RIGHTS PAYMENT
FREE ISSUE OF WARRANTS FOR A FURTHER EVENTUAL CAPITAL INCREASE OF 203 MILLION EUROS
THE OPTION RIGHTS FOR SUBSCRIBING TO THE NEW SHARES AT A UNIT PRICE OF 0.52 CAN BE EXERCISED FROM 9 UP TO AND INCLUDING 27 JUNE.
Milan, 3 june 2003 - Following Consob's approval of the relevant prospectus, Pirelli & C. Spa announces the terms and conditions of an issuance of new shares, with warrants attached, to be offered for subscription to shareholders, as decided by the extraordinary General Meeting the Company on 7 May 2003.
Overall amount of the offer
In view of the number of Pirelli & C. shares for which the right of withdrawal has been exercised (altogether 129,500,161 shares), the definitive amount of the offer is as follows:
a) a paid increase in share capital, in one or more tranches, for 812,164,769.52 euros through the emission of 1,561,855,326 shares (the " Shares" ) with a par value of 0,52 and a dividend entitlement as from 1 January 2003, to be offered for subscription to Pirelli & C. shareholders at a price unit of 0.52 on the basis of 3 new shares for each share held, regardless of category.
Each Share is issued with attached a free " Pirelli & C. 2003-2006 ordinary share warrant" (the " Warrant" ), freely and separately tradable, valid for subscription at any moment - except for the usual periods of suspension - commencing from 1 January 2004 up until 30 June 2006, of additional Pirelli & C. ordinary shares, at the ratio of 1 new share to every 4 Warrants held, at a price of 0.52 each share (equal to their par value);
b) a consequent paid share capital increase to 203,041,192.12 euro through the issuance, in one or more tranches, of up to a maximum number of 390,463,831 Pirelli & C. shares, with a par value of 0.52 each, and regular dividend entitlement, reserved exclusively for the exercise of the Warrants.
After the capital increase and taking into account the withdrawal rights payment, the Company will benefit of an overall amount of approx. 650 million euros in new resources. Warrants issue will bring an eventual further capital increase of 203 million euros.
To whom the offer is made and the subscription ratio
The offer is designed for all holders of the Pirelli & C. shares in circulation at the commencement of the option period, at the ratio of 3 new Shares, each issued with a free Warrant, to one Pirelli & C. share held, regardless of category.
Duration of the offer
The option rights can be exercised from 9 June up to and including 27 June 2003, after which date the rights lapses, at authorised intermediaries belonging to the centralised management system of Monte Titoli SpA.
The option rights will be traded on the stock exchange from 9 June to and including 19 June. After 27 June 2003 Company will offer any rights not exercised on the Stock Exchange.
Offer Price of the Shares
The Shares will be priced at 0,52 each. Full payment of the Shares must be made at subscription and the Company will not charge the shareholder any accessory or additional costs. Shares and Warrants will be issued to entitled subjects by the tenth working day of the Stock Exchange after the closing of the option period.
The request to have the warrants listed on the telematic market will be presented after the completion of the offer and presumably by 30 September 2003.
Guaranteeing the success of the offer
CAMFIN SpA has undertaken to subscribe to the shares due to it in relation to its shareholding. A similar undertaking has been made by the other members of the Pirelli & C. shareholders' agreement (" Sindacato di Blocco Azioni Pirelli & C." ) for the exercise of the option rights for the shares due to them.
The undertaking of the foregoing subjects, therefore, accounts for about 78% of the offer.
The remaining part of the offer will be covered by an underwriting syndicate arranged and directed by MEDIOBANCA - Banking of Credito Finanziario S.p.A..
The prospectus, containing the information on the investment and the cautions for 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.pirelliandc.com
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