Major Shareholding Notification • Apr 14, 2020
Major Shareholding Notification
Open in ViewerOpens in native device viewer
On 5th April 2020, the Municipality of Spresiano, the Municipality of Trevignano, the Municipality of Giavera del Montello, the Municipality of Mareno di Piave, the Municipality of Pieve di Soligo, the Municipality of Segusino, the Municipality of Follina and the Municipality of Riese Pio X participating in a shareholders' agreement stipulated on 16th March 2020 and published in accordance with the law, and the company Anita S.r.l. have reached an agreement which envisages the presentation, and subsequent favourable vote at the shareholders' meeting, of lists of candidates agreed among the above stated shareholders of Ascopiave S.p.A. to participate in the elections of the members of the Board of Directors of Ascopiave S.p.A. and the standing auditors and alternate auditors members of the board of statutory auditors of Ascopiave S.p.A., subject to items 4 and 5 of the agenda of the notice of call of the shareholders' meeting of Ascopiave S.p.A. convened for 29th April 2020 on first call and for 29th May 2020 on second call.
The Agreement concerns the shares of Ascopiave S.p.A., a company with registered office in Via Verizzo, no. 1030 – 31053 – Pieve di Soligo (TV), Italy, registered in the Register of Companies of Treviso-Belluno with the following tax code number: 03916270261 and registered in the R.E.A. (Economic and Administrative Index) of Treviso under TV-308479, share capital of Euro 234,411,575.00, divided into 234,411,575 ordinary shares with a nominal unit value of Euro 1.00 each, traded on the Electronic Stock Market / Star Segment at Borsa Italiana S.p.A..
The participating shareholders are:
As many as 21.059.931 ordinary shares of the company Ascopiave S.p.A., representing 8,984% of the share capital of the company, are covered by the Agreement.
The following chart indicates the number of ordinary shares transferred to the Agreement by each shareholder and the voting rights related thereto as well as the percentage represented by such shares and the relevant voting rights compared to the total number of shares transferred to the Agreement as well as compared to the total number of shares constituting the share capital of Ascopiave S.p.A. and the voting rights related thereto.
| Participating shareholders |
Number of Ascopiave ordinary shares transferred to the Agreement |
Number of voting rights transferred |
Percentage of voting rights transferred compared to the total voting rights transferred to the Voting Agreement |
Percentage of voting rights transferred compared to the total voting rights constituting the share capital of Ascopiave |
|---|---|---|---|---|
| Municipality of Spresiano |
3,810,159 | 3,810,159 | 27.393% | 1.625% |
| Municipality of Trevignano |
345,929 | 345,929 | 2.487% | 0.147% |
| Municipality of Giavera del Montello |
2,286,095 | 2,286,095 | 16.436% | 0.975% |
| Municipality of Mareno di Piave |
3,459,288 | 3,459,288 | 24.870% | 1.476% |
| Municipality of Pieve di Soligo |
173,088 | 173,088 | 1.244% | 0.074% |
| Municipality of Segusino |
1,905,079 | 1,905,079 | 13.696% | 0.813% |
| Municipality of Follina |
1,905,079 | 1,905,079 | 13.696% | 0.813% |
| Municipality of Riese Pio X |
24,709 | 24,709 | 0.178% | 0.011% |
| Anita S.r.l. | 7.149.505 | 7.149.505 | 33,950% | 3,050% |
All participating shareholders, except Riese Pio X, have requested registration in the Special List of Increased Voting Rights stated in Article 6 of Ascopiave S.p.A. Articles of Association, but the requirements for the acquisition of the increased voting rights are not fulfilled yet.
It is herein specified that the Municipality of Spresiano, the Municipality of Trevignano, the Municipality of Segusino, the Municipality of Mareno di Piave, the Municipality of Pieve di Soligo, the Municipality of Follina and the Municipality of Riese Pio X, the Municipality of Giavera del Montello have already finalised the publication of the extract of the shareholders' agreement stipulated between the local authorities on 16th March 2020 and published on 18th March 2020 in the newspaper Italia Oggi, the crossing of the 5% threshold of the voting rights of Ascopiave SpA .
The voting Parties captioned in this communication do not exceed the threshold of 10% of the voting rights of Ascopiave S.p.A.
In any event, should it be deemed of importance, pursuant to Article 120 of the Issuers' Regulations, we herein declare that none of the participating shareholders, namely Municipality of Spresiano, Municipality of Trevignano, Municipality of Segusino, Municipality of Mareno di Piave, Municipality of Pieve di Soligo, Municipality of Follina ed Municipality of Riese Pio X, Municipality of Giavera del Montello hold, directly or indirectly, any Ascopiave shares or other financial instruments with voting rights or other voting rights exercisable in Ascopiave shareholders' meeting, other than the shares transferred and the voting rights
None of the Participating Shareholders exercises, by virtue of the Agreement, control over Ascopiave S.p.A. pursuant to Article 93 of Italian Legislative Decree 24/02/1998 no. 58.
The Agreement falls within the scope of an agreement for the presentation, and subsequent favourable vote at the Shareholders' Meeting, of lists of candidates agreed among the Municipality of Spresiano, the Municipality of Trevignano, the Municipality of Giavera del Montello, the Municipality of Mareno di Piave, the Municipality of Pieve di Soligo, the Municipality of Segusino, the Municipality of Follina, the Municipality of Riese Pio X and Anita S.r.l. to participate in the elections of the members of the Board of Directors of Ascopiave S.p.A. and the standing auditors and alternate auditors, members of the board of statutory auditors of Ascopiave S.p.A., subject to items 4 and 5 of the agenda of the notice of call of the ordinary Shareholders' Meeting of Ascopiave S.p.A. convened for 29th April 2020 on first call and for 29th May 2020 on second call.
The Pact, bearing a transitory nature, lasts until the actual Shareholders' Meeting of Ascopiave S.p.A. convened to renew the terms of the Board of Directors and the Board of Statutory Auditors.
With regard to the voting agreement stated above, it is herein stated that at 19.19 hours on 5th April 2020, Anita S.r.l. communicated to the Municipality of Spresiano that it would not execute the agreement reached regarding the renewal of the corporate offices of Ascopiave S.p.A .
On 8th April 2020, a copy of the Agreement was submitted to The Registry of Companies of Treviso-Belluno. Extract available at the following website: www.comune.spresiano.tv.it
8 th April 2020
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.