BENI STABILI SPA Beni Stabili Siiq - Priority right offer

Transparency directive : regulatory news

11/10/2018 14:13

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 OF RIGHTS' OFFER PURSUANT TO ARTICLE 2437-QUATER, PARAGRAPH 2, OF THE
    ITALIAN CIVIL CODE AND ARTICLE 84 OF THE CONSOB REGULATION NO. 11971/99

Whereas:

a) the extraordinary shareholders' meeting of Beni Stabili S.p.A. SIIQ ("Beni
   Stabili" or the "Company") - held on 5 September 2018 - approved the common
   cross-border merger plan (the"Merger Plan") of Beni Stabili into Covivio
   S.A. (formerly Foncière des Régions S.A., "Covivio");

b) on 11 September 2018 (the "Registration Date"), the resolution approving the
   Merger Plan was registered with the Companies' Register of Rome;

c) the shareholders of Beni Stabili who did not contribute to the approval of
   the Merger Plan were granted a right to withdraw from the Company pursuant
   to Article 2437, paragraph 1, letter c), of the Italian Civil Code and
   Article 5 of the Legislative Decree No. 108/2008 (the "Right of
   Withdrawal"), within the legal terms communicated by the Company through a
   notice published, respectively, on 11 September 2018 on the
   www.benistabili.it website and on 12 September 2018 in the "IlSole24Ore"
   newspaper;

d) the Right of Withdrawal could be exercised within fifteen calendar days of
   the Registration Date and, therefore, by 26 September 2018;

e) the Right of Withdrawal was validly exercised in relation to 225,906
   ordinary shares of Beni Stabili (the "Shares Subject to Withdrawal"),
   corresponding to 0.009954% of the Company's share capital;

f) the redemption price of the Shares Subject to Withdrawal is EUR 0.7281 for
   each share, and it was determined by the Company in accordance with the
   criteria set out in Article 2437-ter, paragraph 3, of the Italian Civil
   Code. Therefore, the total liquidation value will be EUR 164,482.16;

g) pursuant to Article 2437-quater, paragraph 1, of the Italian Civil Code, the
   Shares Subject toWithdrawal must be offered in priority (through an option
   and preemption right) (opzione e prelazione) to all of the holders of Beni
   Stabili's shares for which the Right of Withdrawal has not been exercised,
   proportionally to the number of shares held by each of them, as well as to
   the holders of the "EUR 200,000,000 0.875 per cent. Convertible Bonds due
   2021" convertible bonds of Beni Stabili, which are listed on ExtraMOT - PRO
   segment of Borsa Italiana S.p.A. (the "Convertible Bonds"), on the basis of
   the exchange ratio (the "Priority Offer");

h) on the date hereof, the Priority Offer of the Shares Subject to Withdrawal
   referred to herein was, inter alia, filed with the Companies' Register of
   Rome and published on the www.benistabili.it website; the same will be also
   published in the "IlSole24Ore" newspaper on 12 October 2018.

Modalities, terms and conditions of the Priority Offer

Pursuant to Article 2437-quater, paragraph 1, of the Italian Civil Code, the
Shares Subject to Withdrawal are offered in priority (through an "option"
right) (diritto d'opzione) to all Beni Stabili's shareholders who did not
exercise the Right of Withdrawal, in proportion to the number of shares held as
at 12 October 2018, as well as to the holders of Convertible Bonds as at 12
October 2018 (the "Entitled Parties"), based on the following ratios: (i) in
case of shareholders, No. 1 Share Subject to Withdrawal for every 10,950 Beni
Stabili ordinary shares held; (ii) in case of holders of Convertible Bonds, and
taking into account the related conversion ratio, No. 9,38 Share Subject to
Withdrawal for every Convertible Bond (the "Priority Rights").

The Priority Rights are not negotiable on any regulated market and will be
satisfied only for a whole number of Shares Subject to Withdrawal, rounded down
to the nearest whole unit.

Offer Price

The Shares Subject to Withdrawal are offered at a price corresponding to the
EUR 0.7281 redemption price, which was determined by the Company for each Share
Subject to Withdrawal, in accordance with the criteria set out in Article
2437-ter, paragraph 3, of the Italian Civil Code (the "Offer Price").

Priority Offer Period

The period of acceptance of the Priority Offer, during which the Entitled
Parties will be entitled to (i) exercise their Priority Right in relation to
the Shares Subject to Withdrawal, as well as (ii) subject to the conditions
indicated below, further exercise the pre-emption right (diritto di prelazione)
referred to in Article 2437-quater, paragraph 3, of the Italian Civil Code (the
"Pre-emption Right"), will be from 12 October 2018 up to 10 November 2018
inclusive (the "Priority Offer Period").

Acceptance procedure

The acceptance of the Priority Offer and, as the case may be, the exercise of
the Pre-emption Right must be made through intermediaries participating in the
Monte Titoli S.p.A. centralized management system, by completing and signing a
specific application with the same contents included in the fac-simile
available at the registered office of the Company and in the "Investor
relations/Merger project with Foncière des Régions (Covivio)/Documents"
section of the www.benistabili.it website (the "Acceptance Form"), subject to
prior verification by the same intermediaries that the Entitled Party is
effectively entitled to exercise the Priority Right on the Shares Subject to
Withdrawal.

Pre-Emption Right

The Entitled Parties who will exercise their Priority Rights on the Shares
Subject to Withdrawal will also have a faculty to simultaneously exercise a
Pre-emption Right for the purchase - at the Offer Price - of any Shares Subject
to Withdrawal remaining unsold upon completion of the Priority Offer (the
"Residual Shares"), provided that the Entitled Parties formalise any such
request in the Acceptance Form, indicating also the maximum number of Residual
Shares for which the Pre-emption Right is exercised.

If the number of shares for which the Pre-emption Right has been exercised is
higher than the number of the Residual Shares available, the Residual Shares
will be allotted to the Entitled Parties who exercised their Pre-emption Right
on the basis of a distribution mechanism which is proportional to the number of
Residual Shares requested in the exercise of the Pre-emption Right, rounded
down to the nearest whole unit. Any quantity of Residual Shares remaining after
the above-mentioned rounding will be assigned, until they are exhausted, to the
Entitled Parties who requested the greater number of Residual Shares. Without
prejudice to the above, in the event that, as a result of the Priority Offer
and the possible exercise of the Pre-emption Right, any Shares Subject to
Withdrawal remain unpurchased, the redemption procedure of the Shares Subject
to Withdrawal will be carried out in accordance with the modalities described
in the Merger Plan, which is available for consultation in the "Governance" -
Shareholders' Meeting - Extraordinary Shareholders' Meeting of 5 September
2018" and "Investor relations - Merger Plan with Foncière des Régions"
sections of the www.benistabili.com website. These modalities include the
possible offer to third parties of the Shares Subject to Withdrawal in
accordance with the applicable laws, and/or their purchase by Beni Stabili
prior to the merger effective date, or by Covivio as the entity resulting from
the merger after the abovementioned effective date.

Results of the Priority Offer

The Company will communicate the results of the Priority Offer, also taking
into account any exercise of Pre-emption Rights, by means of a notice that will
published on the www.benistabili.it website and with the other modalities
provided under the applicable laws and regulations.

The number of Shares Subject to Withdrawal that will be allocated to Entitled
Parties who exercised their Priority Rights and their Pre-emption Rights (if
any), will be notified to the same Entitled Parties by their respective
intermediaries, in accordance with the terms and procedures applied by the
latter.

Terms and conditions of payment and transfer of the Shares Subject to
Withdrawal

The effectiveness of the Right of Withdrawal and of the relevant liquidation
procedure is subject to fulfilment (or the joint waiver by Beni Stabili and
Covivio, 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.

Without prejudice to the foregoing, Beni Stabili will communicate the terms and
conditions of payment and transfer of the Shares Subject to Withdrawal by means
of a specific notice that will be published on the www.benistabili.it website
and with the other modalities provided under the applicable laws and
regulations.

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

Rome, 11 October 2018

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