Press release Olimpia
October 5, 2001 (Milan, Italy) - Further to the resolution of the Extraordinary General Meeting of Shareholders held on September 27, 2001, on October 4 the shareholders of Olimpia S.p.A. subscribed, on a pro rata basis, the capital increase through the issue of a total of 162,596,150 shares of a nominal value of 1, for a price of 10.4 per share. To date, the share capital and reserves of Olimpia stand at approximately 5.2 bn.
As resolved by the shareholders of the Company during the Extraordinary General Meeting of Shareholders held on September 27, 2001, Olimpia S.p.A. issued today the 1.5%, 1,032,920,000 Notes fully subscribed by Bell S.A. that can be repurchased through 263,500,000 Olivetti shares (the ratio being 1 Olivetti share per Note of a nominal amount of 3.92 each). The Notes under this debt issuance program are due on October 5, 2007, subject to the right of Noteholders to the early repurchase of the Notes as mentioned above. The terms and conditions of the Notes provide - besides the usual clauses in respect of adjustment of the share exchange ratio subsequent to equity transactions carried out by Olivetti - that the Noteholders, in the event that Pirelli S.p.A. and/or Edizione Finance International S.A. reduce their shareholding in Olimpia or where Olimpia reduces its equity investment in Olivetti below 20%, may within 30 days request to receive monies instead of shares. In general, this consideration will be the higher of the nominal value of the Notes plus interest thereon and 16.57% (which percentage is subject to adjustments too) of the capital of Olimpia valued through the consideration received from Pirelli and/or Edizione Finance International or Olimpia respectively (in this case, less indebtedness).
On the same date, Olimpia S.p.A. received the announced 6-year non-recourse loans for a total amount of 776 mn by the following lenders: Banca Monte dei Paschi di Siena S.p.A. (approx. 517 mn); Banca Antoniana Popolare Veneta S.c.a.r.l. (approx. 181 mn); Interbanca S.p.A. (approx. 78 mn). Furthermore, after obtaining the required authorizations, Olimpia will proceed with the debt issuance for a maximum amount of 250 mn to be subscribed by the Monte dei Paschi di Siena Group under which the 3%, 5-year Notes may be converted into Tim S.p.A. ordinary shares at a conversion price of 7.2. In case of conversion, Olimpia will purchase the shares on the free market.
Moreover, an agreement was entered into with a pool of major banks, subject to the approval of the competent bodies of such banks, for a loan of approximately 1.8 bn. This loan is secured by a privilege on the Olivetti shares held by Olimpia. However, Olimpia will retain the voting right on such shares.
Finally, today Olimpia S.p.A. purchased from Bell S.A. the remaining 1,000,662,120 Olivetti shares and the 68,409,125 Olivetti 2001-2002 ordinary share warrants at the agreed-upon unit price of 4.175 per share and 1.0875 per warrant respectively, for an aggregate value of approximately 4,252 mn. As a result, Olimpia currently holds about 27% of Olivetti S.p.A. voting shares.