Here below, on behalf of the subsidiary Eolo Energy srl, the press release relating to the publication of the Offering Document.
The acceptance period of the Mandatory Public Offer of Eolo Energia will begin on December, 23 and will end on January, 16 2016, (extremes included).
publication of the Offering Document relating to THE GLOBAL mandotary public offer to buy THE ordinary shares of Alerion Clean Power S.P.A. promoted by Eolo Energia S.r.l.
Milan, December 22, 2016 – Relating to the press releases published on December 6, 2016, Eolo Energia s.r.l. (the “Offeror”) informs, pursuant to and for the purposes of article 38, paragraph 2, of the Regulation adopted by Consob with resolution No. 11971 of May 14, 1999, as subsequently amended and supplemented (the "Issuers Regulation"), that the Offering Document, approved by CONSOB with resolution n.19832 of December, 21, 2016 (The “Offering Document”) relating to the Global Mandatory public offer to buy (The “Mandatory public offer”) promoted by the Offeror pursuant to and for the purposes of articles 102 and 106, paragraph 1 and 109, of the legislative Decree n. 58 February 24, 1998, ( "TUF"), on all the ordinary shares of Alerion Clean Power S.p.A. (the "Issuer") is available to the public at:
(i) the Offeror's headquarters in Milan, Foro Buonaparte n. 31;
(ii) the headquarters of Spafid S.p.A. (Intermediary in Charge of Coordinating the Collection of Acceptances), in Milan, via Filodrammatici, n. 10;
(iii) Headquarters of intermediaries in charge of the collection of acceptances;
(iv) Edison S.P.A. website, www.edison.it;
(v) Morrow Sodali website (Global Information Agent), www.sodali-transactions.com
The Offering Document contains the the Issuer's statement in accordance with Article 103, paragraph 3 TUF and 39 of Issuers Regulation.
The acceptance period of the Global Mandatory public Offer, agreed with Borsa Italiana, will begin at 08.30 (Italian time) on December, 23, 2016 and will end at 17:30 on January, 16 2016, (extremes included).
The cash amount of Euro 2.46 for each share, will be paid to the shareholders who adhered to the Global Mandatory public offer on January 19, 2017.
The obligation to launch the Global Mandatory Public Offer was born on November 30, 2016, and follows (i) the subscription by Edison S.p.A., Edison Partecipazioni Energie Rinnovabili S.r.l, F2i SGR S.p.A., E2i Energie Speciali Srl and the Offeror of shareholders' agreements under the terms already communicated to the market, and (ii) purchases of Alerion Clean Power shares, carried out by the Offeror during the period of acceptance of the voluntary offer promoted by the Offeror and outside of it until November 30, 2016, which brought the aggregate shareholding of the Offeror and F2i to 31.027% of the Issuer's share capital.
Remember that the Global Mandatory Pubblic Offer follows a voluntary public offer promoted by the Offeror on October 12 which ended Dec. 2, and that was configured competitor over partial voluntary offer launched by FGPA. At the end of the two voluntary offers FGPA reached the 29.37% of the share capital (corresponding to 29.90% of the share capital with voting rights), while Eolo Energia with F2i hold an aggregate stake of 38,87% of the share capital of Alerion Clean Power.
For details on the Global Mandatory Public Offer and how to accept it, please refer to Offering Document and its Supplement.
This press release is neither a bid nor a solicitation to sell shares of Alerion Clean Power. With reference to the ordinary shares of Alerion Clean Energy Spa (the “Shares”) it is highlighted that the Offer is addressed to all the owners of the Shares on equal conditions, but is exclusively promoted on the Italian market, as the Shares are traded only on the Mercato Telematico Azionario organized and managed by Borsa Italiana Spa. The Offer was not and it shall not be promoted by Eolo Clean Energy Srl in the United States of America, or in any other country subject to the jurisdiction of the United States of America (collectively the “United States of America”) – it was not and it shall not be addressed to a U.S. Person (as defined by the U.S. Securities Act dated 1933, as subsequently amended) – and it was not and it shall not be promoted in Australia, Canada, Japan and any country other than Italy in which this is not allowed without specific authorizations of the competent authorities (collectively the “Other Countries”) or other fullfillments from the Offeror, either by using the postal services or other communication or international commerce means (including therein, for example, the postal network, the fax, the telex, the e-mailing, the telephone and the internet) of the United States of America, Australia, Canada, Japan or of the Other Countries, or whatever financial intermediaries structure of the United States of America, Australia, Canada, Japan or of the Other Countries, or through any of the national regulated markets of the United States of America, Australia, Canada, Japan or of the Other Countries.
Therefore, acceptance to the Offer by parties residing in the countries other than Italy may be subject to specific obligations or restrictions as provided by applicable laws and regulations. It is the sole responsibility of the addressees of this Offer to verify the existence and applicability of any such provisions, using appropriate consultants and intermediaries, and to comply with such laws and regulations prior to accepting the Offer.
Acceptances of the Offer caused by solicitation activities carried out in violation of the limitations described herein shall not be accepted by the Offer. They will not accept any acceptances of the Offer by the Offeror resulting from solicitation activities carried out in violation of the limitations described herein.
Public disclosure required by Consob Resolution No. 11971 of May 14, 1999, as amended.
Edison’s External Relations Department: T 02 6222 7331 E ufficiostampa@edison.it
Edison’s Investor Relations: T 02 6222 8849; E investor.relations@edison.it
