Signing of the Spin-off deed. Shares of the new Seat Pagine Gialle and Telecom Italia Media will be traded on the Italian Stock Exchange as of monday, August 4

07/25/2003 - 00:00 PM

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The information contained herein does not constitute an offer of securities for sale in the United States or offer to acquire securities in the United States. The New SEAT Pagine Gialle securities referred to herein have not been, and are not intended to be, registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold, directly or indirectly, into the United States except pursuant to an applicable exemption.  New SEAT Pagine Gialle ordinary shares and New SEAT Pagine Gialle savings shares are intended to be made available within the United States in connection with the spin-off pursuant only to an exemption from the registration requirements of the Securities Act.

Today, the partial proportional spin-off deed was signed whereby Seat Pagine Gialle S.p.A. (“Company Effecting the Spin-off”) is transferring the directories activities of the company (telephone directories, directory assistance and business information) to a newly established company (“Spun-off Company”), as per resolution of the Extraordinary Shareholders’ Meeting of the Company Effecting the Spin-off held on May 9, 2003. The spin-off will become effective – as per Article 2504 decies of the Italian Civil Code – at the moment of the last registration of the spin-off deed with the Milan Register of Companies, which is scheduled on August 1, 2003. As a result of the spin-off, the Spun-off Company will be called Seat Pagine Gialle S.p.A., whereas the Company Effecting the Spin-off will be renamed Telecom Italia Media S.p.A.. Following this registration, on August 1, 2003, approval for the listing of Seat Pagine Gialle ordinary and savings shares is expected to be finalized. Likewise, Borsa Italiana S.p.A. is expected to allow the shares start trading on August 4, 2003, the same date that the ordinary and savings shares of Telecom Italia Media S.p.A. (formerly Seat Pagine Gialle S.p.A.) will trade post-spin-off.

On July 21, 2003 Borsa Italiana S.p.A. cleared the Spun-off Company’s ordinary and savings shares for trading. Subsequently the listing prospectus was filed with CONSOB on July 24, 2003 and made available to the public at the legal office and secondary office of the Spun-off Company, and at the offices of Borsa Italiana S.p.A.

The ordinary or savings shares will be allocated to the shareholders of the Company Effecting the Spin-off on a proportional basis, as follows:

a) for every 40 (forty) ordinary shares of the Company Effecting the Spin-off (that will be renamed Telecom Italia Media S.p.A.), that will be withdrawn and annulled, shareholders will receive 11 (eleven) ordinary shares of the Company Effecting the Spin-off of Euro 0.03 par value each (equivalent to 0.275 ordinary shares of the Company Effecting the Spin-off for each ordinary share prior to the spin-off) and 29 (twenty-nine) ordinary shares of the Spun-off Company (the new Seat Pagine Gialle S.p.A.) of Euro 0.03 par value  each (equivalent to 0.725 ordinary shares of the Spun-off Company for each ordinary share of the Company Effecting the Spin-off prior to the spin-off);

b) for every 40 (forty) savings shares of the Company Effecting the Spin-off, that will be withdrawn and annulled, shareholders will receive 11 (eleven) savings shares of the Company Effecting the Spin-off of Euro 0.03 par value each (equivalent to 0.275 savings shares of the Company Effecting the Spin-off for each savings share prior to the spin-off) and 29 (twenty-nine) savings shares of the Spun-off Company of Euro 0.03 par value each (equivalent to 0.725 savings shares of the Spun-off Company for each savings share of the Company Effecting the Spin-off prior to the spin-off);

The share capital of the Company Effecting the Spin-off (to be renamed Telecom Italia Media S.p.A.) will henceforth be proportionally reduced to Euro 93,893,995.14, comprised of 3,129,799,838 shares of Euro 0.03 par value each, of which 3,078,185,264 are ordinary shares and 51,614,574 are savings shares.

No monetary adjustment is planned.

The share capital of the Spun-off Company (the new Seat Pagine Gialle S.p.A.) will amount to Euro 247,538,714.46, comprised of 8,251,290,482 shares of Euro 0.03 par value each, of which 8,115,215,696 are ordinary shares and 136,074,786 are savings shares (both will have No. 1 coupon).

The shares of the new Seat Pagine Gialle S.p.A. will be held in a dematerialized form at Monte Titoli S.p.A.. As provided for by the regulations in force, the assignment of shares to current Seat Pagine Gialle shareholders will be conducted by their respective authorized brokers who are part of the centralized management system. This means that for every 40 Seat Pagine Gialle shares held currently – and without any need to instruct their brokers – shareholders will automatically have 11 Telecom Italia Media shares and 29 new Seat Pagine Gialle S.p.A shares credited to their asset account.

Finally, the application of the share-assignment ratio may entail the assignment of a non-integral number of new ordinary/savings shares. Therefore, in order to support the assignment, MCC S.p.A. – Gruppo Bancario Capitalia (Sponsor of the listing) has undertaken to handle the purchase and sale of the fractional shares of both the Company Effecting the Spin-off and the Spun-off Company, to allow shareholders to round the number of shares up or down to the  nearest whole number.

The rights involving share fractions (which will not be negotiated on the market) will be traded based on the official prices of the ordinary/savings shares of the Company effecting the spin-off and the Spun-off Company, respectively, on the first trading date set by Borsa Italiana S.p.A., scheduled for August 4, 2003.