BENI STABILI SPA Beni Stabili Siiq - Notice to shareholders and bondholders

Transparency directive : regulatory news

11/09/2018 19:17

Beni Stabili S.p.A. SIIQ
Registered offices in via Piemonte 38 - Rome, Italy
Share capital Eur 226,959,280.30
Registered in the Companies' Register of Rome, Tax Code 00380210302

NOTICE TO SHAREHOLDERS AND HOLDERS OF BONDS ISSUED BY BENI STABILI S.P.A. SIIQ

   FOLLOWING THE REGISTRATION OF THE SHAREHOLDERS' RESOLUTION APPROVING THE
                          CROSS-BORDER MERGER

Also pursuant to Article 84 of the Regulation adopted by CONSOB with resolution
No. 11971/99, Beni Stabili S.p.A. SIIQ ("Beni Stabili" or the "Transferor
Company") announces that, on 11 September 2018 (the "Registration Date"), the
resolution of the extraordinary Shareholders' meeting held on 5 September 2018
approving the common merger plan (the "Merger Plan") of the cross-border merger
by absorption of Beni Stabili into Covivio S.A. (formerly Foncière des
Régions S.A., "Covivio") was registered with the Companies' Register of
Rome.

A summary of the voting rights exercised at the meeting and a copy of the
related minutes can be consulted in the "Governance - Shareholders' meetings -
Extraordinary Shareholders' Meeting 5 September 2018" section of the
www.benistabili.it website.

The extraordinary Shareholders' meeting of Covivio approved in turn the Merger
Plan on 6 September 2018.

The notice herein will be also published on "IlSole24Ore", the Italian
newspaper, tomorrow 12 September 2018.

A) RIGHT OF WITHDRAWAL

The Shareholders of Beni Stabili that did not participate in the approval of
the resolution approving the Merger (i.e. the Shareholders that did not
participate in the general meeting or that voted against the proposed
resolution, or abstained from voting) shall have the right to withdraw from the
Transferor Company pursuant to: (i) Article 2437, paragraph 1, letter (c) of
the Italian Civil Code; and (ii) Article 5 of the Legislative Decree 108 of 30
May 2008 (the "Right of Withdrawal").

The redemption price of the shares in relation to which the Right of Withdrawal
is exercised was determined, in accordance with the criteria set out in Article
2437-ter of the Italian Civil Code, in EUR 0.7281 for each share.

Pursuant to Article 2437-bis of the Italian Civil Code, the entitled
Shareholders may exercise their Right of Withdrawal on a portion of or the
entire shareholding, by sending a declaration by registered letter with return
receipt (addressed to Beni Stabili S.p.A. SIIQ, at Computershare S.p.A. Via
Monte Giberto 33, 00138 Rome - Italy), or by certified electronic mail ("PEC")
(to the address ufficioroma@pecserviziotitoli.it), within 15 (fifteen) days
from the Registration Date and, therefore, no later than 26 September 2018 (the
"Declaration of Withdrawal").

The Declaration of Withdrawal must contain:

(i) the personal data of the withdrawing Shareholder, including the tax code,
the domicile and, where available, a telephone number and an e-mail address;
(ii) the number of shares in relation to which the Right of Withdrawal is
exercised;
(iii) the indication of the intermediary with which the shares subject to
withdrawal are deposited.

It is recalled that, pursuant to Article 83-quinquies, paragraph 3, of
Legislative Decree No. 58/1998, and Article 43 of the Single Regulation on Post
Trading issued by CONSOB and Bank of Italy on13 August 2018, the entitlement to
exercise the Right of Withdrawal pursuant to Article 2437 of the Italian Civil
Code is certified by a communication from the intermediary to the issuer  (the
"Communication"). The withdrawing Shareholders are therefore required to
request the intermediary authorized to keep the accounts pursuant to the law to
send the Communication to the Transferor Company following the modalities
prescribed by the applicable provisions of law and regulations.

The Communication above must certify:

(a) the uninterrupted ownership of the shares subject to withdrawal by the
    withdrawing Shareholder from before the start of the extraordinary
    Shareholders' meeting of Beni Stabili until the date on which the Right of
    Withdrawal is actually exercised; without prejudice to Article 127-bis of
    the Legislative Decree No. 58/1998, for the existence of such requirement,
    the withdrawing Shareholder who, having purchased the shares of Beni
    Stabili, will have received them on the actual settlement date prior to
    the opening  of the extraordinary Shareholders' meeting on 5 September
    2018, will be entitled to exercise the Right of Withdrawal;

(b) the absence of a pledge or other lien on the shares in relation to which
    the Right of Withdrawal is exercised or, otherwise, the withdrawing
    Shareholder must sent to the Transferor Company, with the same modalities
    and as an integral part of the Withdrawal Notification, a special
    statement made by secured creditor, or by the subject in whose favour
    there is another lien on the shares subject to withdrawal, with which this
    person or entity irrevocably gives his/her/its unconditional and
    irrevocably consent to the release of the shares from the pledge and/or
    lien, and the liquidation of the shares for which the withdrawal right
    have been exercised, in accordance with the instructions of the
    withdrawing Shareholder.

A form of Declaration of Withdrawal is available in the "Governance -
Shareholders' Meeting - Extraordinary Shareholders' Meeting 5 September 2018"
section of the www.benistabili.it website).

It will be the sole responsibility of the withdrawing Shareholders to ensure
the correctness of the information contained in the Declaration of Withdrawal
and to send it to the Transferor Company no later than 26 September 2018, as
indicated above and in compliance with the described methods. Any Withdrawal
Notification s sent after this deadline or with methods and/or to addresses
other than those indicated above and/or without the required information and/or
documents and/or not timely accompanied by the Communication by the custodian
intermediary will be considered inadmissible. For the purpose of the regularity
of this Declaration of Withdrawal, the date on the postmark will be considered
the official date of dispatch.

Pursuant to Article 2437-bis, paragraph 2, of the Italian Civil Code, and to
current regulatory provisions, the issue of the Communication by the authorised
intermediary will be accompanied by the blocking of the corresponding shares by
the intermediary itself and therefore the shares for which the Right of
Withdrawal was exercised cannot be sold or transferred until completion of the
settlement procedure pursuant to the law and to the applicable regulatory
provisions. As a result of the block following the exercise of the Right of
Withdrawal of shares - and thus for the duration of the same block - a
withdrawing Shareholder will not be entitled to dispose of its shares subject
to withdrawal. It should also be noted that, as set out in the Merger Plan and
in the documentation published by Beni Stabili, from the date of receipt of the
Declaration of Withdrawal, the withdrawing Shareholders will not be entitled to
exercise the economic rights relating to the shares for which the withdrawal
has been exercised (including, for the avoidance of doubt, the right to
dividends, interim dividends and distributions resolved and paid after the
exercise of the Right of Withdrawal).

The effectiveness of the Right of Withdrawal and of the relevant liquidation
procedure will be subject to fulfilment (or waiver, to the extent permitted
under applicable laws) of the following conditions precedent of the merger: (i)
the delivery by the clerk of the District Court of Metz(Tribunal d'instance de
Metz) and an Italian notary public of pre-merger compliance certificates
regarding pre-Merger acts and formalities; (ii) the delivery by the clerk of
the District Court of Metz (Tribunal d'instance de Metz) or by a French notary
public of a legality certificate concerning completion of the merger.

Pursuant to article 2437-quater of the Italian Civil Code, the Beni Stabili
shares on which  the withdrawal right is exercised will be offered in priority
(through an option or preemption right) (opzione o prelazione) to the other
shareholders of the Transferor Company, proportionally to the number of shares
held by each of them, as well as to the holders of the convertible bonds of
Beni Stabili called "EUR 200,000,000 0.875 per cent. Convertible Bonds due
2021", listed on the ExtraMOT PRO segment of Borsa Italiana (the "Convertible
Bonds"), on the basis of the exchange ratio as determined in the Merger Plan.

If the Shareholders of Beni Stabili and/or the holders of Convertible Bonds, as
the case may be, have not acquired all of the shares for which a withdrawal
right has been exercised, Beni Stabili will be entitled, at its discretion, to
offer to third parties in accordance with the applicable laws  the remaining
unsold shares in relation to which a Right of Withdrawal was exercised. In
accordance with the applicable laws and regulations, Beni Stabili also reserved
the right, at its discretion, to negotiate purchase commitments of the shares
by third parties (including Shareholders, banks or financial intermediaries),
possibly also after completion of the settlement procedure for the shares of
withdrawing Shareholders, in any event prior to the effective date of the
merger (scheduled, according to the Merger Plan, for 31 December 2018 at 11:59
pm, the "Effective Date").

Any shares remaining unsold will be either purchased by Beni Stabili prior to
the Effective Date (without prejudice to the possible subsequent sale of the
shares prior to the Effective Date) and/or by Covivio after the Effective Date
in accordance with the law, in any case without prejudice to any third parties'
purchase commitments.

Subject to the satisfaction (or the waiver, to the extent permitted under
applicable laws) of the conditions precedent of the merger referred to above,
the cash liquidation of the Beni Stabili shares for which the withdrawal right
is exercised will be carried out as follows:

(i) if all of the shares are purchased (a) by other Shareholders of Beni
    Stabili (other than Covivio) and/or by holders of Convertible Bonds by
    exercising their option and/or pre- emption rights, and/or (b) by any third
    parties, then the redemption price shall be paid in favour of all the
    withdrawing Shareholders within the Effective Date of the merger;

(ii) otherwise, if a portion of the shares remains unsold after the offers in
     option and/or preemption and/or in favour of third parties, Beni Stabili
     and Covivio reserved the right, to the extent applicable, to provide that
     the redemption price is paid in favour of all withdrawing Shareholders in
     two tranches, the first of which shall be paid before the Effective Date,
     while the second shall be paid after the Effective Date, in any case
     proportionally to the number of shares in relation to which the Right of
     Withdrawal has been exercised, however without prejudice to any third
     parties' purchase commitments.

The terms and modalities of the offers, liquidation and distribution criteria
will be set out in a notice, which will be published in compliance with
applicable laws and regulations, including on the www.benistabili.it website,
as well as on an Italian newspaper.

B) OPPOSITION OF CREDITORS

Pursuant to Article 2503 of the Italian Civil Code, the holders of issued and
outstanding Beni Stabili bonds (including the holders of Convertible Bonds), as
well as all others Beni Stabili creditors, may oppose the merger approved by
the extraordinary Shareholders' meeting within 60 (sixty) days from the Date of
Registration.

Even in the event of opposition, if the competent Court deems the risk of harm
to creditors unfounded or if the company issued a guarantee that can satisfy
the claims of creditors, it may order the merger to take place despite the
opposition, pursuant to Article 2445 of the Italian Civil Code.

C) DOCUMENTATION RELATED TO THE MERGER

For further information on the merger, reference should be made to the
informative documentation made available by Beni Stabili pursuant to the
applicable law and the regulations, including the explanatory report drawn up
by the directors of Beni Stabili pursuant to art. 2501- quinquies of the
Italian Civil Code and Article 8 of the Legislative Decree 108 of 30 May 2008,
and of the information document drafted pursuant to Article 70, paragraph 6, of
the CONSOB Regulation no. 11971/99, available on the website
www.benistabili.it, under the "Governance -Shareholders' Meeting -
Extraordinary Shareholders' Meeting 5 September 2018" and the "Investor
relations - Merger plan with Foncière des Régions" sections.

Beni Stabili - Investor Relator
via Carlo Ottavio Cornaggia, 10 - 20123 Milan (Italy)
Email: investor@benistabili.it
Tel. +39 02 36664100

Rome, 11 September 2018

BENI STABILI SPA's latest news

21/12/2018 14:57

BENI STABILI SPA Beni Stabili Siiq - Notice to shareholders and bondholders

Transparency directive : regulatory news

BENI STABILI SPA's latest news

Other stories