Telecom Italia Media: the Board defines the terms for Capital Increase

10/06/2004 - 00:00 PM

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issue price: 0.21 euro per each new ordinary share
 and 0.17 euro per each new savings share

period of subscription: 11 October – 29 October 2004

The Board of Directors of Telecom Italia Media (Telecom Italia Group), in a meeting chaired by Riccardo Perissich, has defined the terms for the capital increase of altogether approximately 120 million euro passed by the Extraordinary Shareholders’ Meeting held on September 10, 2004. Having taken into consideration the recent market performance of the share, the Board fixed the subscription price of newly issued shares, respectively, as follows:

• 0.21 euro for each new ordinary share (of which 0.18 euro as premium);
 

• 0.17 euro for each new savings share (of which 0.14 euro as premium).
The Board subsequently approved the issue of no. 564,333,957 ordinary shares and no. 9,462,662 savings shares, to be respectively offered in option to ordinary and savings shareholders on the basis of the following subscription ratio, for both classes of shares equal to

   11  new ordinary and/or savings shares for each  60  shares of the same class owned.

The capital increase is therefore equal to 15.49 % of the share capital resulting from the new issue. The new ordinary and savings shareholders will be entitled to equal dividend and other rights as the existing shareholders.

Options may be exercised, under penalty of cancellation, from 11 October 2004 to 29 October 2004 included. Options will be negotiable on the Stock Exchange from 11 to 22 October 2004 included. Options not exercised by October 29 will be offered on the Stock Exchange by the Company in compliance with art. 2441, third paragraph, of the Italian Civil Code.

Telecom Italia, parent company of Telecom Italia Media, has guaranteed the total subscription of her portion of the shares, and of the new shares which remain un-opted following the offer of the options on the Stock Exchange.

The increase of capital, as already announced, is part of operations tied to the positive settlement of the litigation with Gruppo De Agostini.

The Company prospectus has been made available with Consob, Borsa Italiana S.p.A., Monte Titoli S.p.A., on behalf of all intermediaries participating in the system, and has also been made available at the Company’s registered offices. A notice with an extract of the prospectus has been published today on the daily newspapers: “Il Sole 24 Ore”, “MF/Milano Finanza” and “Finanza&Mercati”. The prospectus will also be available to the public on the Company’s website, at the following address: http://www.telecomitaliamedia.it/ in the Investor Relations section.

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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 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