ENP Newswire - 24 June 2014
Release date- 20062014 - Milan - Following the press release disseminated on June 16, 2014, Salini Impregilo S.p.A. and Salini Costruttori S.p.A. announce that today their respective competent corporate bodies have established the final conditions for the Offer and that the private placement of the following numbers of Salini Impregilo ordinary shares has been successfully completed.
44,740,000 newly-issued Salini Impregilo ordinary shares, without par value, regular dividend entitlement, corresponding to 9.96% of the share capital of Salini Impregilo, at a price per share of EUR3.70 (the 'Offer Price'), for a total amount of EUR165,538,000 (the 'Primary' component), subject to the exercise, by the Board of Directors, of the mandate pursuant to Article 2443 and 2441.4, second sentence, of the Italian Civil Code granted to it by the Ordinary Shareholders' Meeting of 12 September 2013 and obtainment from Price Water house Cooper S.p.A. of the report pursuant to Article 2441.4, second sentence, of the Italian Civil Code;
94,000,000 Salini Impregilo ordinary shares held by Salini Costruttori, without par value, regular dividend entitlement, at the Offer Price, for a total amount of EUR347,800,000 ('Secondary' component).
In addition, Goldman Sachs International, Mediobanca and Banca IMI simultaneously exercised the 'overallotment' option that Salini Costruttori had in turn allocated for the purchase or the subscription of an additional 13,500,000 Salini Impregilo shares at the same price as above, given that those banks received requests for shares above the amount originally allotted.
'The Offer' stated Pietro Salini, the CEO, 'will increase Salini Impregilo's free float on the Italian stock exchange and improve the liquidity of its shares and will consequently increase the Company's visibility in the financial market and heavy civil engineering construction industry. In addition, the proceeds from the capital increase will provide additional strength to Salini Impregilo's capital structure and augment the Group's flexibility in pursuing its already announced 2014-2017 Business Plan.'
The placement, handled by Goldman Sachs International, Mediobanca and Banca IMI as Joint Global Coordinators and Bookrunners, BNP Paribas, Equita, Natixis, Unicredit Corporate and Investment Banking as Joint Bookrunners, and Intermonte as Co-Manager, was aimed, through a book building process, exclusively at qualified investors in Italy and institutional investors abroad, excluding any jurisdiction in which the offering of shares is prohibited in accordance with applicable law.
The transaction will be settled through the delivery of the shares and payment of the consideration on June, 25 2014.
Following the completion of the above-mentioned transaction, Salini Impregilo's free float amounts to 40.03% of the ordinary share capital and Salini Costruttori's holding in the share capital of Salini Impregilo is 59.97% of the ordinary share capital.
In the context of the transaction, Salini Costruttori and Salini Impregilo have entered into lock-up commitments respectively for 180 and 360 days in line with market practice in similar transactions.
The minutes of the meeting of the Board of Directors of Salini Impregilo and the report prepared by the CEO and approved by the Board of Directors, together with the report of the Independent Auditors Price Water house Cooper S.p.A., will be made available to the public on the website www.salini-impregilo.com
Tel: +39 06 6776 595
Lawrence Y. Kay
Tel: + 39 02 4442 2024