BENI STABILI SPA Issue of the Merger legality certificate. Effectiveness of the right of withdrawal exercised by the Beni Stabili’s shareholders

Transparency directive : regulatory news

03/12/2018 13:41

Merger of Beni Stabili into Covivio Issue of the Merger legality certificate
  Effectiveness of the right of withdrawal exercised by the Beni Stabili's
                   shareholders Milan: 3 December 2018

With reference to the Merger by way of absorption of Beni Stabili into Covivio,
the Company  announces the delivery of the legality certificate concerning
completion of the Merger, which  was  issued by a French notary pursuant to
Art. 128 of the Directive (EU) 2017/1132 and Art. L. 236-30 of the French
Commercial Code, and is also relevant for the purposes of Art. 13, paragraph 2,
of the Italian Legislative Decree 108/2008.

Further to the Beni Stabili's notice issued on 15 November 2018 in relation to
the results of the  priority offer (option and pre-emption rights) pursuant
to Art. 2437-quater of the Italian Civil Code, notice is hereby given that, by
the issue of the abovementioned legality certificate, the last of the
conditions precedent provided under the Merger Plan for the effectiveness of
the right of withdrawal exercised by the Company's shareholders, and of the
relevant liquidation procedure has occurred. In this regard, it is hereby
reminded that option/pre-emption rights were validly exercised by parties
entitled (including the same Covivio) in relation to all of the 225,906 shares
subject to withdrawal, and that the shares' redemption price corresponding to
the Euro 0,7281 was determined by the Company in accordance with the
criteria set out in Article 2437-bis, paragraph 3, of the Italian Civil Code.
The settlement of the purchased shares and, consequently, of the withdrawal
rights, will take place through Monte Titoli S.p.A. on 14 December 2018.

For the sake of clarity, the effectiveness of the Merger, at 11:59 pm on 31
December 2018, remains conditioned upon the approval for listing on Euronext
Paris of the Covivio shares to be issued and allotted to the shareholders of
Beni Stabili.

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 Milan
Email: investor@benistabili.it
Tel. +39 02 36664100

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21/12/2018 14:57

BENI STABILI SPA Issue of the Merger legality certificate. Effectiveness of the right of withdrawal exercised by the Beni Stabili’s shareholders

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