28.06.12 - 11.26
Press Release. Authorisation from Consob to publish the Offer Document related to the mandatory tender offer over all ordinary shares of Edison S.p.A.
Authorisation from Consob to publish the Offer Document related
to the mandatory tender offer over
all ordinary shares of Edison S.p.A.
• Offer price for each share: equal to Euro 0.89, entirely paid in cash
• Period of acceptance: from July 2, 2012 to August 3, 2012 (inclusive of both)
• Date of payment of the offer price: August 8, 2012
• Potential reopening of the period: August 9, 10, 13, 14 and 16, 2012, with relevant payment date on August 21, 2012
Milan, June 27, 2012 – With reference to the mandatory tender offer launched by Transalpina di Energia S.r.l. ("TdE"), pursuant to article 102 and 106, first paragraph, of the Legislative Decree no. 58 of February 24, 1998, as further amended (the "Financial Services Act"), over maximum no. 1,003,045,298 ordinary shares of Edison S.p.A., and announced to the market on May 25, 2012 (the "Offer"), TdE announces that today CONSOB approved the publication of the offer document related to the Offer (the "Offer Document") by resolution no. 18260, pursuant to Article 102 of the Financial Services Act. The Offer Document will be made available to the public from Friday June 29, 2012 and, on the same date, will also be published on the website of Edison S.p.A. www.edison.it
Legal condition of the Offer. By making the Offer, through TdE, Electricité de France S.A. discharges the obligation upon itself, WGRM Holding 4 S.p.A. and MNTC Holding S.r.l. to launch the Offer, as a result of WGRM Holding 4 S.p.A.'s acquisition of a 50% equity interest in the quota capital of TdE, which as of today holds no. 3,175,053,827 ordinary shares of Edison S.p.A., representing 61.281% of the ordinary share capital of the latter.
Acceptance period. Pursuant to article 40 of the regulation adopted under resolution no. 11971 on May 14, 1999, as amended, the acceptance period, agreed with Borsa Italiana, shall begin at 8.00 am on July 2, 2012 and end at 5.40 pm on August 3, 2012, inclusive of both. On 3 August 2012 will be the end date of the Offer.
Date, modalities of payment of the offer price and maximum investment. The offer price that will be paid for each share is equal to Euro 0,89 and will be entirely paid in cash to the accepting parties on August 8, 2012, against the transfer of the full ownership of the shares tendered to the Offer. The maximum investment, in case of full acceptance of the Offer, shall be Euro 892,710,315.22.
Potential reopening of the period. Upon occurrence of the conditions provided for by law, in compliance with article 40-bis of the regulation adopted under resolution no. 11971 on May 14, 1999, as amended, the acceptance period shall be re-opened for 5 trading days following the aforesaid payment date and more specifically for the meetings of August 9, 10, 13, 14 and 16, 2012, from 8.00 am to 5.40 pm, with relevant payment date of the shares tendered to the Offer during the reopening of the period on August 21, 2012.
Modalities of collection of the acceptances.
The acceptances to the Offer shall be collected through the
electronic system of the Mercato Telematico Azionario pursuant to
article 40, eighth paragraph, of the regulation adopted under
resolution no. 11971 on May 14, 1999, as amended, and article
5.2.1. of the regulation of the markets organised and managed by
Borsa Italiana S.p.A., approved by the shareholders' meeting of
Borsa Italiana S.p.A. at the session held on April 29, 2005,
approved by Consob through decision No. 15101 issued on July 5,
2005, as amended.
BNP Paribas S.A., Morgan Stanley (France) S.A.S. and Banca Leonardo & CO. S.p.A. are the financial advisers of the Offer; Clifford Chance Studio Legale Associato and Gianni, Origoni, Grippo, Cappelli & Partners are the legal advisers of the Offer.