Telecom Italia Media S.p.A.: Board of Directors sets terms and conditions for the capital increase

05/20/2010 - 08:33 PM

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- issue price set at 0.2145 euros per share
- rights issue ratio set at 10 new ordinary shares for every 3 ordinary and/or savings share held
- offer commences on 24 May 2010

NOT FOR PUBLICATION OR DISTRIBUTION EITHER DIRECTLY OR INDIRECTLY IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA

The Board of Directors of Telecom Italia Media S.p.A met today to establish the final terms and conditions for the capital increase of up to 240 million euros resolved at the 8 April 2010 Shareholders' Meeting. The company received CONSOB authorization to publish the prospectus pursuant to protocol no. 10046822 on 20 May 2010, which substitutes the approval communicated on 19 May 2010 in protocol no. 10046353 (and which has yet to take effect).

Specifically, the Board of Directors established that the capital increase shall take place through the issue of a maximum 1,116,780,650 ordinary shares without par value but with standard dividend entitlement rights, to be offered as an option to shareholders who possess Telecom Italia Media S.p.A. ordinary or savings shares, at a ratio of 10 new ordinary shares for every 3 ordinary and/or savings shares held.

Additionally, the Board of Directors set the issue price for the new ordinary shares – inclusive of a discount of around 28% on the Telecom Italia Media share theoretical non-rights price, as appraised using conventional methodologies and on the basis of the arithmetic mean of official per-unit prices over a 3-day period of trading inclusive of today – at 0.2145 euros, of which 0.1145 euros constitutes the share premium, per newly-issued ordinary share offered to shareholders who hold ordinary and/or savings shares, corresponding to an overall capital increase of about 240 million euros (of which about 128 million euros constitutes the share premium).

The exercise period for Telecom Italia Media S.p.A. ordinary and savings shareholders to exercise their rights issue commences on 24 May 2010 and concludes on 11 June 2010 (the “Offer Period”); the rights options are tradable on the stock market between 24 May 2010 and 4 June 2010.

Within one month of the Offer Period's conclusion, any unexercised rights shall be offered on the stock exchange for at least five trading days, pursuant to article 2441, sub-section 3 of the Italian Civil Code.

The capital increase, including the above mentioned share premium, is part of the 2010-2012 Business Plan adopted by the Company's Board of Directors on 25 February 2010. The increase will strengthen the Company's share capital and support the Company's development on the highly dynamic market on which it operates. Revenues from the subscription of newly-issued shares will wholly be used to repay a portion of the loan from the Telecom Italia Group.

As previously noted, majority shareholder Telecom Italia S.p.A., which has a controlling stake in Telecom Italia Media S.p.A. through a direct and indirect equity interest of 69.08%, has declared its support for the initiative and made an irrevocable pledge to subscribe its share of the capital increase, as well as any remaining shares that remain un subscribed on conclusion of the stock exchange offering pursuant to article 2441, sub-section 3, of the Italian Civil Code.

The Prospectus, which has been completed on the basis of resolutions made today by the Board of Directors, will be filed with CONSOB. Immediately afterwards, it will be published in electronic form and made available free of charge from the Company's registered offices (in Rome at Via della Pineta Sacchetti, 229) and Borsa Italiana S.p.A. (Milan, at Piazza degli Affari, 6). The prospectus will also be available on the Company's website (http://www.telecomitaliamedia.it/).

The Prospectus will be available to the public for the entire duration of the Offer Period.

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This press release is not for distribution in the United States of America, Canada, Australia or Japan. The information contained herein does not constitute and shall not be interpreted as a direct or indirect offer by Telecom Italia Media S.p.A. or an invitation to subscribe or purchase shares in countries other than Italy (hereinafter the “Other Countries”), including without limitations the United States of America, Canada, Japan, and Australia. The shares have not been, and are not intended to be, registered before the competent authorities pursuant to the United States Securities Act of 1933, as integrated and amended (hereinafter the “Securities Act”), or applicable laws in force in Canada, Japan, Australia and in the Other Countries. None of the said financial instruments may be offered, negotiated, sold or in any case delivered, directly or indirectly, in the United States of America, Canada, Japan, Australia or the Other Countries, and the Company reserves the right not to allow such exercise. It may be unlawful to distribute these materials in certain jurisdictions.
 

 

Rome, 20 May 2010