CONSOB grants authorisation to publish the prospectus for admission of 96,651,191 ordinary GEDI shares for trading on the Italian screen-based trading circuit (Mercato Telematico Azionario)
Rome, 23 June 2017 – GEDI Gruppo Editoriale S.p.A. (“GEDI” or the “Issuer” or the “Company”) advises that today, with provision on 23 June 2017, no. prot. 82509/17, CONSOB authorised publication of the prospectus (the “Prospectus”) relative to admission of 96,651,191 ordinary GEDI shares (the “Shares”) on the Italian screen-based trading circuit (Mercato Telematico Azionario) organised and managed by Borsa Italiana S.p.A.
The Prospectus refers to the admission of 96,651,191 shares for trading on the screen-based trading circuit, with the same characteristics and rights as the Issuer’s ordinary shares already in circulation, to be issued as part of the Issuer’s share capital increase for payment, and with exclusion of option rights, pursuant to article 2441, paragraph 4, first sentence of the Italian Civil Code, for a total value of € 79,969,000.00, of which € 14,497,678.65 to be assigned to share capital and € 65,471,321.35 as the share premium, resolved by the GEDI Extraordinary Shareholders’ Meeting on 27 April 2017, to be settled, within a final deadline of 30 June 2017:
1. for 74,421,417 shares, through the contribution by Fiat Chrysler Automobiles N.V. (“FCA”), of the equity investment held by the same in Italiana Editrice S.p.A. (“ITEDI”), equal to 5,775,000 ordinary shares, corresponding to 77% of the share capital; and
2. for 22,229,774 shares, through the contribution Ital Press Holding S.p.A. (“IPH”), of the equity investment held by the same in ITEDI, equal to 1,725,000 ordinary shares, corresponding to 23% of the share capital (the “Contribution”).
The Prospectus will be published pursuant to the law and made available for viewing at GEDI headquarters, in via Cristoforo Colombo, 90, Rome, Italy, and on the Issuer’s website (www.gedispa.it), in the “Investors” section.
Appropriate information will be provided relative to the publication of the Prospectus and its availability to the public through publication of a specific notice, pursuant to the applicable provisions of the law and regulations.
We note that the issue of the Shares, subsequent to the subscription and release of the share capital increase through the Contribution, is planned to occur within the final deadline of 30 June 2017, compatible with the necessary technical time, upon completion of the necessary checks to be carried out by the Issuer’s administrative body, pursuant to article 2343-quater, paragraph 3 of the Italian Civil Code, and also relative to the provisions of articles 2440, paragraph 4 and 2343- ter of the Italian Civil Code.
Based on that envisaged in article 2.4.1. of the Italian Stock Market Regulations, the Shares will be automatically traded on the same market on which GEDI shares are traded, specifically the Italian screen-based trading circuit (Mercato Telematico Azionario) organised and managed by Borsa Italiana S.p.A.
Rome, 23 June 2017 – GEDI Gruppo Editoriale S.p.A. (“GEDI” or the “Issuer” or the “Company”) advises that today, with provision on 23 June 2017, no. prot. 82509/17, CONSOB authorised publication of the prospectus (the “Prospectus”) relative to admission of 96,651,191 ordinary GEDI shares (the “Shares”) on the Italian screen-based trading circuit (Mercato Telematico Azionario) organised and managed by Borsa Italiana S.p.A.
The Prospectus refers to the admission of 96,651,191 shares for trading on the screen-based trading circuit, with the same characteristics and rights as the Issuer’s ordinary shares already in circulation, to be issued as part of the Issuer’s share capital increase for payment, and with exclusion of option rights, pursuant to article 2441, paragraph 4, first sentence of the Italian Civil Code, for a total value of € 79,969,000.00, of which € 14,497,678.65 to be assigned to share capital and € 65,471,321.35 as the share premium, resolved by the GEDI Extraordinary Shareholders’ Meeting on 27 April 2017, to be settled, within a final deadline of 30 June 2017:
1. for 74,421,417 shares, through the contribution by Fiat Chrysler Automobiles N.V. (“FCA”), of the equity investment held by the same in Italiana Editrice S.p.A. (“ITEDI”), equal to 5,775,000 ordinary shares, corresponding to 77% of the share capital; and
2. for 22,229,774 shares, through the contribution Ital Press Holding S.p.A. (“IPH”), of the equity investment held by the same in ITEDI, equal to 1,725,000 ordinary shares, corresponding to 23% of the share capital (the “Contribution”).
The Prospectus will be published pursuant to the law and made available for viewing at GEDI headquarters, in via Cristoforo Colombo, 90, Rome, Italy, and on the Issuer’s website (www.gedispa.it), in the “Investors” section.
Appropriate information will be provided relative to the publication of the Prospectus and its availability to the public through publication of a specific notice, pursuant to the applicable provisions of the law and regulations.
We note that the issue of the Shares, subsequent to the subscription and release of the share capital increase through the Contribution, is planned to occur within the final deadline of 30 June 2017, compatible with the necessary technical time, upon completion of the necessary checks to be carried out by the Issuer’s administrative body, pursuant to article 2343-quater, paragraph 3 of the Italian Civil Code, and also relative to the provisions of articles 2440, paragraph 4 and 2343- ter of the Italian Civil Code.
Based on that envisaged in article 2.4.1. of the Italian Stock Market Regulations, the Shares will be automatically traded on the same market on which GEDI shares are traded, specifically the Italian screen-based trading circuit (Mercato Telematico Azionario) organised and managed by Borsa Italiana S.p.A.
