Telecom Italia Media: Resolution passed on 10 Million Euro share capital increase

09/10/2004 - 00:00 PM

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Extraordinary Shareholders’ Meeting


The Telecom Italia Media Shareholders’ Meeting (Telecom Italia Group) convened today at Rozzano in extraordinary session chaired by Riccardo Perissich.

The Meeting adopted the proposed capital increase recommended by the Board of Directors on July 27, and illustrated today by the CEO Enrico Parazzini.

The Meeting resolved to increase the company’s paid-up share capital through the issue of a number between 473,566,962 and 591,958,700 ordinary shares, and between 7,940,702 and 9,925,875 savings shares, for a corresponding aggregate value of approximately 120 million euros, inclusive of the share premium.

The newly-issued shares (nominal value 0.03 euros each) are cum-coupon and shall be offered through a rights issue to current ordinary and savings shareholders in a proportion commensurate with the number of shares already held.

The Meeting also set the subscription price for the newly-issued shares: between 0.25 and 0.20 euros per ordinary share, and between 0.20 and 0.17 euros per savings share.

The Shareholders’ Meeting hence empowered the Board of Directors to execute the resolved capital increase and, immediately prior to the start of the offer period, set the actual issue price for ordinary and savings shares, taking into account the stock market performance of the company’s shares in the immediate run-up to the capital increase offering and without exceeding either the minimum or maximum limits stated above. At this time the Board shall establish the number of shares to be issued and the share subscription ratio – identical for both classes of shares – so as to cash-in as close as possible to the 120 million euros that the company is intending to raise. These values shall be made public in a timely manner and published in a special notice in at least one national daily newspaper before the start of the rights issue exercise period.
This capital increase, as announced to the market on July 27, is among the operations tied to the positive settlement of the dispute with the De Agostini Group.

The operation, to be realized by December 31, 2004, entails the increase of capital by an amount equal to the subscriptions received; notwithstanding, the parent company Telecom Italia is to fully subscribe its share of the capital increase, and is prepared to subscribe shares left unopted after the options have been offered on the stock exchange.

The Shareholders’ Meeting also separately empowered the Chairman, Vice-chairman and CEO to execute the above resolutions and perform all required actions and formalities.

Subject to the receipt of all necessary authorizations, the company intends to launch the operation within the first two weeks of October 2004.

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The information contained herein does not constitute an offer of securities for sale in the United States. The securities that may be offered or sold as part of any capital increase referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold, directly or indirectly, in the United States except pursuant to an exemption from registration.