Telecom, move anti-climb. Savings shares converted into ordinary shares: diluted shares of Vivendi and Niel – Il Sole 24 Ore

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This article was published on November 5, 2015 at 19:05.
The last modification is of November 5, 2015 at 20:26.

The Board of Directors of Telecom Italy has decided to submit to the Shareholders’ Meeting convened in mid-December a proposal for mandatory and voluntary conversion of savings shares into ordinary shares. The proposal provides for the allocation to the holders of savings shares of the right to convert the savings shares held in the ordinary shares of Telecom Italy, based on a conversion ratio of 1 share for each held savings, with a cash payment of 9.5 euro cents per share. The compulsory conversion of savings shares in circulation at the end of the period triggered by the exercise of the optional conversion into ordinary shares of Telecom Italy, on the basis of a conversion ratio of 0.87 ordinary shares for each savings share, without payment of no adjustment and no reduction of the share capital.

Telecom expects that the conversion operation will be effective on prior to the dividend distribution in 2015 and “what was taken into account in determining the extent of the adjustment for the optional conversion and the extent of the conversion ratio for the mandatory conversion. ” Therefore, the statement said the group released at the end of the meeting of the Board lasting more than eight hours, the savings shares will not benefit for the year 2015 of the financial privileges now provided in the statute. The proposed terms are defined with the consulting support of Citi and Equita, incorporate an implicit premium higher for those who opt for the optional conversion to that provided for mandatory conversion as the company, the statement said, it aims to encourage those owners savings shares who decide to increase its investment in the company. Conversion is aimed at the simplification of the capital structure and the liquidity and free float of ordinary shares. As a result of the cash contribution that would be paid by way of adjustment of the holders of savings shares who decide to join the voluntary, it may also be achieved strengthening the capital structure of the Company, and the respective proceeds will contribute to the coverage of the investment plan innovative , both landline and mobile network of Telecom Italy.

The operation launched today will dilute the positions of French shareholders, Vivendi today more than 20% and Xavier Niel 15.1% of the capital, hampering any attempts to climb. Savings shareholders that do not contribute to the approval of the mandatory conversion will be entitled to withdraw. The liquidation value has been determined by the Board at 0.9241 euro per share.

The mandatory conversion, explains the note of Telecom Italy, is subject to the condition that the total value of liquidation of shares for which the withdrawal right is exercised by holders of savings shares do not exceed 100 million Euros, made in each case subject to the findings of the voluntary. “This condition is placed in the exclusive interest of the company which will, therefore, may surrender.” Upon successful completion of this threshold, without society we give up that condition, however, be deemed to accept all the savings shares duly conferred in optional. Telecom’s Board of Directors has therefore convened an Extraordinary General Meeting on single call for December 15, in order to approve the transaction, conversion, and the special meeting of savings shareholders for December 17.

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