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Buzzi Unicem Share Issue/Capital Change 2021
4218_tar_2021-01-04_4a7e464c-d104-4c3a-8074-961c844476f2.pdf
Share Issue/Capital Change
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| Informazione Regolamentata n. 0077-2-2021 |
Data/Ora Ricezione 04 Gennaio 2021 16:15:29 |
MTA | |
|---|---|---|---|
| Societa' | : | BUZZI UNICEM | |
| Identificativo Informazione Regolamentata |
: | 141007 | |
| Nome utilizzatore | : | BUZZIN01 - Giovanni Buzzi | |
| Tipologia | : | REGEM | |
| Data/Ora Ricezione | : | 04 Gennaio 2021 16:15:29 | |
| Data/Ora Inizio Diffusione presunta |
: | 04 Gennaio 2021 16:15:30 | |
| Oggetto | : | Mandatory conversion of savings shares in ordinary shares.Outcome of withdrawal right exercise period. Fulfillment of condition of max disbursement |
|
| Testo del comunicato |
Vedi allegato.
PRESS RELEASE
Notice pursuant to Article 84 of Consob Regulation no. 11971/1999
Mandatory conversion of Buzzi Unicem savings shares into ordinary shares.
Outcome of withdrawal right exercise period. Fulfillment of the condition of maximum disbursement
With reference to the resolutions of the Ordinary Shareholders' Meeting and of the Special Meeting of Shareholders of savings shares, held on 19 November 2020, which resolved, each to the extent of their respective competence, on the mandatory conversion of savings shares into newly issued ordinary shares (the "Mandatory Conversion"), on the elimination of the par value of the shares and on the consequent amendments to the Bylaws as well as on the distribution of an extraordinary dividend (the "Extraordinary Dividend"), equal to €0.75 for each ordinary share already outstanding and newly issued following the Mandatory Conversion, Buzzi Unicem SpA announces that, upon expiry of the term for exercising the withdrawal right provided for by art. 2347 bis of the Italian civil code and on the basis of the communications received by the company, the right of withdrawal has been validly exercised with regard to no. 12 savings shares for a total liquidation value of €129.34.
In consideration of the total amount of the withdrawals received, the condition for the execution of the Mandatory Conversion is met, i.e. that the sum to be paid to those who have exercised the withdrawal right shall not exceed the amount of €25 million at the end of the period of acceptance of the Option Offer referring to the shares subject to withdrawal.
Given the extremely small number of shares for which the withdrawal right has been exercised, the Option Offer provided for by art. 2437 quater, paragraphs 1, 2 and 3 of the Italian civil code, as a matter of fact is not applicable. Furthermore, the company has decided not to proceed with the offer referred to in art. 2437 quater, paragraph 4 of the Italian civil code. The 12 savings shares subject to withdrawal, therefore, will be purchased by the company pursuant to art. 2437 quater, paragraph 4, of the Italian Civil Code by using the company's available reserves. The payment of the liquidation value of these shares as well as their transfer to the company will be settled, through the intermediary custodians, with value as on the effective date of the Mandatory Conversion.
The company will communicate in the coming weeks the procedures and terms, which will be agreed with Borsa Italiana, for the execution of the Mandatory Conversion and the payment of the Extraordinary Dividend approved by the Ordinary Shareholders' Meeting held on 19 November 2020.
The transaction is expected to be completed by mid-February 2021.
Casale Monferrato, 4 January 2021
Company contacts: Investor Relations Assistant Ileana Colla Phone: +39 0142 416 404 Email: [email protected] Internet: www.buzziunicem.com