BENI STABILI SPA Beni Stabili Siiq - Priority offer's results

Transparency directive : regulatory news

15/11/2018 12:32

Beni Stabili S.p.A. SIIQ
Registered offices in via Piemonte 38 - Rome, Italy
Share capital Eur 226,959,280.30
Registered in the Companies' Register of Rome, Tax Code 00380210302

RESULTS OF THE PRIORITY OFFER (OPTION AND PRE-EMPTION) OF THE SHARES SUBJECT TO
  WITHDRAWAL PURSUANT TO ART. 2437-QUATER, PARAGRAPHS 2 AND 3, OF THE ITALIAN
                                 CIVIL CODE

Rome, 15 November 2018. Further to the notice issued on 11 October 2018, notice
is hereby given that, on 10 November 2018, the period for the acceptance by
those entitled of the priority offer (through an option and preemption right)
(opzione e prelazione) of the shares subject to withdrawal as a consequence of
the approval, by the extraordinary shareholders' meeting of Beni Stabili S.p.A.
SIIQ ("Beni Stabili" or the "Company") held on 5 September 2018, of the common
cross-border merger plan of Beni Stabili into Covivio S.A. (formerly Foncière
des Régions S.A., "Covivio"), has expired. Pursuant to Art. 2437-quater,
paragraphs 2 and 3 of the Italian Civil Code, the offer was made in connection
with 225,906 ordinary shares, corresponding to 0.009954% of the Company's share
capital, and was addressed to the holders of Beni Stabili's shares for which
the right of withdrawal had not been exercised, proportionally to the number of
shares held by each of them, as well as to the holders of the "EUR 200,000,000
0.875 per cent. Convertible Bonds due 2021" convertible bonds of Beni Stabili,
which are listed on ExtraMOT - PRO segment of Borsa Italiana

S.p.A. (the "Convertible Bonds"), on the basis of the exchange ratio. The
redemption price is EUR 0.7281 for each share subject to withdrawal, and it was
determined by the Company in accordance with the criteria set out in Art.
2437-ter, paragraph 3, of the Italian Civil Code.

On the basis of the notices received by the Company, the option/pre-emption
right was validly exercised by parties entitled (including the same Covivio) in
relation to all of the 225,906 ordinary shares of the Company. In light of the
above, as at the end of the priority offer, none of the shares of Beni Stabili
remained unsold, thus the provisions of Art. 2437-ter, paragraphs 4 et seq. of
the Italian Civil Code shall not apply.

Following the delivery by the clerk of the District Court of Metz (Tribunal
d'instance de Metz), on 30 October 2018, of the pre-merger compliance
certificate, the effectiveness of the right of withdrawal exercised by the
Company's shareholders and of the relevant liquidation procedure remains
subject to fulfilment (or the joint waiver by Beni Stabili and Covivio, to the
extent permitted under applicable laws) of the following conditions precedent
of the merger: (i) the delivery by an Italian notary public of a pre-merger
compliance certificate regarding pre-merger acts and formalities; (ii) the
delivery by the clerk of the District Court of Metz (Tribunal d'instance de
Metz) or by a French notary public of a legality certificate concerning
completion of the merger.

Without prejudice to the above, information regarding the occurrence (or the
joint waiver, if applicable) of the last of the conditions precedent above, and
the settlement date of the shares subject to withdrawal will be communicated in
accordance with the applicable laws and regulations.

The shares subject to withdrawal have been offered in priority (through an
option and pre-emption right) by Beni Stabili to holders of its shares and
convertible bonds pursuant to Art. 2437-quater, paragraphs 2 and 3 of the
Italian Civil Code, and therefore to comply with a mandatory obligation and in
accordance with a procedure (including the redemption price  determination)
required and detailed under the laws of Italy. It is hereby reminded that the
shares of the Company cannot be offered or sold in those jurisdictions where
offers or sales would be prohibited by the applicable laws without a specific
authorization, derogation or exemption. No registration was or will be
requested by Beni Stabili in the United States of America or in any of the
abovementioned jurisdictions.

Beni Stabili - Investor Relator
Via Carlo Ottavio Cornaggia, 10 - 20123 Milano
Email: investor@benistabili.it
Tel. +39 02 36664100

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