BENI STABILI SPA Beni Stabili: Extraordinary General Meeting - Approval of the merger with Covivio by Beni Stabili shareholders

Transparency directive : regulatory news

05/09/2018 13:31

Beni Stabili: Extraordinary General Meeting
Approval of the merger with Covivio by Beni Stabili shareholders
Milan: September 5th, 2018

The Shareholders' meeting, held today in extraordinary session, examined the
joint cross-border merger plan of Beni Stabili S.p.A. SIIQ into Foncière des
Régions S.A. (who is expected to change its name in Covivio S.A.), and
resolved, with the attendance of approximately 80.95% of the share capital and
the favorable votes of approximately 99.94% of the share capital represented at
the meeting, to approve the merger plan and to implement the merger by means of
absorption of Beni Stabili S.p.A. SIIQ into Foncière des Régions S.A., in
accordance with the terms and conditions provided therein.

In particular, the Shareholders' meeting acknowledged the contents of the
reports concerning the fairness of the exchange ratio (equal to 8.5 ordinary
shares of the Transferee Company in exchange of 1,000 ordinary shares of the
Transferor Company), drafted respectively by EY S.p.A., acting as Italian
independent expert appointed by the Court of Rome in accordance with Article
2501-sexies of the Italian Civil Code and Article 9 of Decree 108/2008, as well
as by Mr Michel Léger, acting as French independent expert appointed by the
President of the Commercial Chamber of the Court of Metz, France, in accordance
with the French Commercial Code.

The proposed merger represents a significant step towards the simplification of
the Group to which Beni Stabili belongs and would increase ties between its
different divisions and activities. In particular, the new Group is expected to
achieve:

1. A unique exposure to European real estate, and to its most growing markets:

a. The combined entity would reach a portfolio(1) of around EUR23 billion
   (EUR15 billion in group share), with respect of current EUR4.4 billion
   (EUR3.6 billion in group share) real estate assets in Beni Stabili;

b. The Covivio Group operates already in the main European metropolitan areas
   (such as Paris and Berlin, besides Milan), and is present in different
    market segments such as offices, hotels and residential;

(1) As at 30/06/2018.

c. In addition, the Group offers the exposure to over EUR 5 billion of
    development pipeline;

2. A strengthened capital market profile and visibility of the Group, through
   the growth of market capitalisation to over EUR 7 Bn post-merger from
   EUR1.7 Bn of Beni Stabili (2), the increase of free float and, more
   generally, the liquidity of the stock;

3. A stronger credit profile, being Covivio rated BBB, positive outlook by
   Standard & Poor's and Beni Stabili BBB-, positive outlook by the same
   agency, thus benefiting directly from Covivio wider access to financial
   resources and to capital markets;

4. A group with higher return: on the basis of the proposed merger terms, the
   contemplated transaction aims at generating overall positive economic
   impacts (with respect to 2017, dividend per share higher by approximately
   16% than Beni Stabili 2017 dividend)(3).

Post completion of the contemplated merger, which is envisaged by year end
2018, the combined entity would become even more active in Italy through a
dedicated branch, with a view to accelerate the implementation of its portfolio
rotation and real estate strategy, focusing on prime offices in Milan. The
group would remain actively involved in the regeneration and development of new
tertiary zones in Milan and in providing premium services to its tenants.

The Shareholders' meeting also resolved to grant the Board of Directors and,
for it the Chief Executive Officer, with full powers to sub-delegate and
appoint special attorneys for single acts or categories of acts, all suitable
powers to implement the Merger and ensure the enforcement of the Shareholders'
resolutions pursuant to the merger plan.

The Shareholders of Beni Stabili that did not contribute to the approval of the
Merger(4) shall have the right to withdraw from the Transferor Company no later
than 15 (fifteen) days from the registration of the minutes of the general
meeting in the Register of Companies of Rome, pursuant to Article 2437,
paragraph 1, letter (c) of the Italian Civil Code and Article 5 of the
Legislative Decree 108/2008. The redemption price payable to shareholders,
calculated in accordance with the criteria set out in Article 2437-ter of the
Italian Civil Code, is EUR 0.7281 for each share of the Transferor Company in
relation to which the withdrawal rights will be exercised. The notice regarding
the registration of said resolution shall be published in compliance with
Italian law, including publication in a national newspaper, and, in any event,
shall be made available on the www.benistabili.it website, "Governance -
Documentation - Notices" section and "Investor Relations - Merger Project with
Foncière des Régions" section. That notice will contain greater details on
the modalities for exercising the withdrawal right by the entitled parties.

For the purposes of the above, the Shareholders' meeting also approved, as a
resolution instrumental to the transaction, to authorize, to the extent
necessary, the Board of Directors to purchase as many Beni Stabili shares of
Shareholders who exercised a withdrawal right, for the abovementioned
redemption price, as it will be deemed necessary or appropriate to allow the
successful completion of the settlement procedure provided under Article
2437-quater of the Italian Civile Code, granting also the powers to sell the
purchased shares, in one or more tranches and without any time restriction,
also before completion of the share purchases above, within the terms and with
the modalities that will be decided by the Board, in any event as it will be
deemed necessary or appropriate to allow the positive completion of the overall
Transaction. For the sake of clarity, this authorisation is without prejudice
to the former authorisation for the purchase and sale of treasury shares which
was granted by the Shareholders' meeting of Beni Stabili held on 12 April 2018.

(2) As at the day before announcement (19 April 2018).
(3) Based on 2017 dividends of EUR4.50 for Covivio shares and EUR0.033 for Beni
Stabili shares.
(4) i.e., the Shareholders that did not participate in the general meeting or
that voted against the proposed resolution, or abstained from voting.

For the sake of completeness, the Foncière des Régions extraordinary
Shareholders' meeting, which has been convened tomorrow, 6 September 2018, to
approve the Merger Plan, will also resolve, among other things, upon the change
of Foncière des Régions's legal name to "Covivio S.A.". This change, if
approved by the Shareholders' meeting, will be applied regardless of the
Transaction's completion. The same Foncière des Régions extraordinary
Shareholders' meeting approving the Merger will also vote on the approval of
the increase in the share capital up to a maximum of 9,478,728 shares, each
with a par value of EUR 3.00, having the same characteristics of the
outstanding ordinary shares, as consideration for the Merger.

For further information in relation to the merger, please see the information
documents published by Beni Stabili in accordance with the applicable laws and
regulations, including the Board of Directors' report pursuant to Article
2501-quinquies of the Italian Civil Code and Article 8 of the Legislative
Decree 108/2008, and the information document pursuant to Article 70 of the
CONSOB regulation no. 11971/99, which can be consulted in the "Governance -
Shareholders' meetings - Extraordinary Shareholders' Meeting 5 September 2018"
and the "Investor relations - Merger Project with Foncière des Régions"
sections of the www.benistabili.it website.

A summary of the voting rights' exercise and the minutes of the extraordinary
Shareholders' meeting of Beni Stabili will be made available within the terms
and with the modalities provided for under the applicable laws and regulations.

For more information:
Beni Stabili Siiq
Investor Relations -
Barbara Pivetta - +39.02.3666.4630 - barbara.pivetta@benistabili.it
Media Contact - Barbara Ciocca - + 39.02.3666.4695 -
barbara.ciocca@benistabili.it

SEC and partners Srl
Matteo Steinbach - +39.346.1063989 - steinbach@secrp.com
Michele Calcaterra - + 39. 335.461985 - calcaterra@secrp.com

Beni Stabili Siiq, a leading property company in the Italian real estate
sector

Beni Stabili is the leading property player in the Italian real estate market
with total assets of over 4bn euro. Our assets portfolio is sited in key
locations of North and Central Italy's major cities and consist mainly of
offices. We pursue the appreciation of our assets to increase profitability and
create value for our clients, partners and shareholders.

As a major player in office investment and development, we foster pioneering
solutions to improve the environmental performance of our buildings for the
well-being of our clients' employees. With this is mind we are developing in
Milan a new business area dedicated to smart working: Symbiosis.

Beni Stabili is listed on the Milan and Paris Stock Exchanges and operates
through its main offices of Milan and Rome. Beni Stabili belongs to the
Foncière des Régions group, a leading real estate player in Europe who owns
and manage an 21bn euro portfolio located in the most attractive metropolitan
cities of France, Germany and Italy.

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21/12/2018 14:57

BENI STABILI SPA Beni Stabili: Extraordinary General Meeting - Approval of the merger with Covivio by Beni Stabili shareholders

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