17 May 2012 19:03
Price Sensitive extraordinary operations

The BoD approves the final conditions of the capital increase reserved for 2011 dividend recipients (c.d. Dividend Reinvestment Option)

  • the subscription price: € 0.64 per share
  • the exchange ratio set at one new ordinary share for every ten ordinary shares held on which the 2011 dividend was paid 

 

Today the Board of Directors of IGD – Immobiliare Grande Distribuzione SIIQ S.p.A. – in execution of the shareholders’ resolution of 19 April 2012 to approve the capital increase, excluding pre-emption rights, of up to a maximum of the 10%  of the Company’s pre-existing share capital, pursuant to Art. 2441, fourth paragraph, second sentence of the Italian Civil Code, reserved for 2011 dividend recipients, for an amount not to exceed 80% of the distributable dividends  or €19,089,451 – determined the definitive conditions of this increase based on the criteria established during the Annual General Meeting.

The capital increase will be done through the issue of a maximum of 29,827,267 ordinary shares without a stated par value, with dividend rights, which will rank pari passu with existing shares, to be offered in subscription to the 2011 dividend recipients, at a price of Euro 0.64 per share, and charged entirely to share capital for up to a maximum of  € 19,089,450.88. The issue price of the new shares was determined based on the criteria set during the extraordinary Annual General Meeting held on 19 April 2012 and is equal to the arithmetic average of the stock’s official closing price recorded during the eight trading sessions prior to today’s date adjusted by  (i) subtracting the amount of the 2011 cash dividend and (ii) applying a discount of  9.493%.

The newly issued shares will be offered at an exchange ratio of one new ordinary share for every ten ordinary shares on which the 2011 dividend was paid.  The share subscription rights, represented by coupon n. 9, are  neither negotiable nor transferrable.

Following the capital increase, the conversion price of the convertible bond loan  “EUR 230,000,000 3.50 per cent. Convertible Bonds due2013”will be changed, in accordance withe Art. 6(vi) of the Convertible Bond Loan Regulations, from €2.75 to €2.7257 with effect from the date of issue of shares coming  out the capital increase.

The Registration Document, Informative Note on the Financial Instruments and the Summary Note relative to the shares offered and the capital increase will be filed, in accordance with the law, with Consob and made available to the public for the entire offering period at IGD’s registered office in Ravenna, via Agro Pontino, n. 13, as well as on the websites of both IGD (www.gruppoigd.it) and Borsa Italiana S.p.A.

“The purpose of the capital increase approved is to strengthen our capital structure and allow the 2011 dividend recipients to reinvest a part, not to exceed  80% of their gross dividend in our Group, giving them, therefore an interesting investment opportunity”– Claudio Albertini, Chief Executive Officer of IGD – Immobiliare Grande Distribuzione SIIQ S.p.A .stated –“We hope that this transaction, the first one of this kind in Italy, will be appreciated by our shareholders, which, moreover, will align IGD SIIQ with the widespread international practice adopted by a number of listed real estate companies”.