Regulations Of The Bond Loan Olimpia (Part 2)
" Olimpia's Economic Capital" means in these regulations the valuation of the entire holding of Olimpia in Olivetti, calculated based on the selling price agreed upon with the third party buyer, less the net financial position, excluding the amount of the Bond Loan outstanding, multiplied by the result of the following ratio: balance sheet value of all Olivetti shares held by Olimpia divided by the value of the total balance sheet assets of Olimpia (excluding the value of all asset items included in the calculation of the net financial position).
13.2 If the reduction of Olimpia's holding in Olivetti below 20% occurs because of purchase and sale operations carried out in several stages, including with different counterparts, within a period of eighteen months, the reference price will be the unit price corresponding to the weighted average established by the seller for the sale of the Olivetti shares.
13.3 If the reduction of Olimpia's holding in Olivetti below 20% occurs due to corporate operations (other than the Olivetti Operations) and/or transactions of another nature that do not involve payment of an amount of money to the seller (such as, for illustration but without limitation thereto, exchanges, constitutions of liens on the shares with loss of voting right, except for the case that the loss of vote is the consequence of financing contracts executed with credit institutions, contributions) the provisions of article 11.3 (" Change of Issuer's Stockholding" will apply mutatis mutandis).
13.4 In case of Olivetti Operations, the provisions of paragraphs 13.1, 13.2 and 13.3 above will continue applying in relation to possible operations involving the loss of control by Pirelli S.p.A. and/or of Edizione Holding S.p.A. over the companies to which the Olivetti shares have been transferred, or sale by Olimpia of all or part of the holding received under the parity in case of merger or total contribution in kind of Olivetti in or with listed companies directly or indirectly active in the field of telecommunications.
Article 14 - Terms of lapse and forfeiture
The rights of the Bondholders lapse, concerning interest, five years from the date the Bonds become reimbursable, and i.e., on the Maturity Date or, in the case of request for prepayment, on the Prepayment Date, and, concerning the capital, ten years from the date the Bonds become reimbursable, and i.e., on Maturity Date, or in the case of request for prepayment, on the Prepayment Date.
Article 15 - Listing and tax status
There are no plans to list the Bond Loan with any stock exchange. The current tax status for bond loans applies.
Article 16 - Communications
All the communications from the Issuer to the Bondholders will be directly made to the Bondholders at the address entered in the book of the bonds by means of registered letter with acknowledgement of receipt. If the number of the Bondholders arising from the book of the bonds is more than thirty, the communications will be made by publication in a daily paper with national distribution.
Article 17 - Choice of Jurisdiction
The Bonds and these regulations are governed by Italian law. Any dispute arising between Bondholders and the Issuer, will be under the exclusive jurisdiction of the Judicial authority of the Court of Milan.
Article 18 - Miscellaneous
18.1 The subscription and purchase of the Bonds implies full acceptance of all the conditions of these regulations.
18.2 All aspects not set forth in these regulations will be governed by legal provisions. Back
