BENI STABILI SPA BENI STABILI SIIQ: Press release following the merger proposal from Foncière des Régions

Transparency directive : regulatory news

20/04/2018 10:32

Press release following the merger proposal from Foncière des Régions
                            Milan: 20 April, 2018

Beni Stabili Board of Directors today took note of the proposal received from
Foncière des Régions, its majority shareholder at 52.4%, on the late evening
of April 19th, regarding a potential merger of Beni Stabili into Foncière des
Régions, which will provide for the listing on the Italian market, in addition
to the French one.

As per press release issued simultaneously to the present press release by the
same Foncière des Régions, that is available on Foncière des Régions
website on http://www.foncieredesregions.fr/, as well as on Beni Stabili
website on http://www.benistabili.it, Foncière des Régions envisages that the
potential merger would be made based on a share exchange ratio of 8.5 ordinary
shares of Foncière des Régions for every 1,000 ordinary shares of Beni
Stabili (ex-2017 dividend distribution) and would be completed by year end.

The Board of Directors of Beni Stabili has authorized the start of discussions
with Foncière des Régions and resolved to appoint Lazard, as a financial
advisor in charge of providing fairness opinion and supporting the Board of
Directors in the context of the review of the proposed terms and conditions of
the potential merger. It is understood that the potential merger remains
subject, among other things, to the definition of the relevant terms and
conditions and the necessary approvals by the competent corporate bodies of the
two companies, including the extraordinary general meetings(1).

The potential transaction qualifies as Relevant Related Party Transaction,
pursuant to CONSOB's regulation 17221/2010, as amended, and to the Company's
Procedure for the Regulation of Related Parties Transactions. Hence, the
Related Parties' Committee, whose functions are vested with the Remuneration
and Appointment Committee, and composed of non-executive, independent directors
of Beni Stabili, will be immediately involved to assess the proposed
transaction and will also be requested to issue its opinion on the transaction
in accordance with applicable regulations.

It is envisaged that the Board will meet again by end-May to evaluate and
eventually approve proposed transaction.

                          For more information:
                           Investor relations
    Barbara Pivetta - +39.02.3666.4630 - barbara.pivetta@benistabili.it

                             Media relations
   Federico Unnia - +39.335.7032.646 - federico.unnia@mslgroup.com Claudia
        Bolognese - +39.348.2509.892 - claudia.bolognese@mslgroup.com

(1) In the event that the transaction will be completed, Beni Stabili
shareholders who did not contribute to the merger resolution will be entitled
to a withdrawal right in accordance with the terms and conditions provided
under applicable law.

Beni Stabili Siiq, a leading property company in the Italian real estate sector

Beni Stabili is the leading property player in the Italian real estate market
with total assets of 4bn euro. Our assets portfolio is located in key locations
of North and Central Italy's major cities with a major focus on Milan and
consist mainly of offices. We pursue the appreciation of our assets to increase
profitability and create value for our clients, partners and shareholders.

As a major player in office investment and development, we foster pioneering
solutions to improve the environmental performance of our buildings for the
well-being of our clients' employees. With this is mind we are developing in
Milan a new business district dedicated to smart working: Symbiosis.

Beni Stabili is listed on the Milan and Paris Stock Exchanges and operates
through its main offices of Milan and Rome.
Beni Stabili belongs to the Foncière des Régions group, a leading real estate
player in Europe who owns and manage a 21bn euro portfolio located in the most
attractive metropolitan cities of France, Germany and Italy.

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21/12/2018 14:57

BENI STABILI SPA BENI STABILI SIIQ: Press release following the merger proposal from Foncière des Régions

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