Reduction of capital by cancellation of ordinary shares

04/30/2014 - 05:00 PM

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In execution of the resolutions passed by the General Shareholders’ Meeting of Telecom Italia Media S.p.A. (hereinafter “TI Media” or “the Company”) on 10 April 2014 (filed for registration with the Company Register of Rome on 24 April 2014) regarding the full coverage, pursuant to Article 2446 of the Italian Civil Code, of the total loss of 196,648,710.41 euro by reducing share capital from 212,188,324.10 euro to 15,902,323.62 euro (adjusted amount in execution of the mandate given by the General Shareholders’ Meeting), this is to announce that on 5 May 2014 — with simultaneous carrying forward of losses in the total amount of 362,709.93 euro and cancelling of 2 (two) ordinary shares held by the parent company Telecom Italia S.p.A., as necessary for purposes of accounting reconciliation — a total of 1,343,009,473 ordinary shares with no indication of nominal value will be cancelled, in the proportion of 13 (thirteen) ordinary shares out of each 14 (fourteen) outstanding ordinary shares, coupon No. 2 (ISIN: IT0004600364).

Operationally, the ordinary shares ISIN code IT0004600364, regular dividend, coupon no. 2 constituting the current share capital of the category will be cancelled and new ordinary shares, with no par value, ISIN code IT0005022170, regular dividend, coupon no. 1, will be assigned  in the ratio of 1 new ordinary share for every 14 in circulation before cancellation.

As a result, following the above-mentioned cancellation, the share capital of TI Media will amount to 15,902,323.62 euro overall, divided into 108,805,372 shares, of which 103,308,421 ordinary shares (ISIN: IT0005022170, coupon No. 1) and 5,496,951 savings shares (ISIN: IT0004600372, coupon No. 2), all without value.

The cancellation can only be made at Monte Titoli S.p.A. by authorised intermediaries, in accordance with the instructions they will receive by each Shareholder holding a security custody account with them, at no charge for the Shareholder. In order to facilitate the cancellation, TI Media has tasked BNP Paribas Securities Services with purchasing and selling, upon request by each intermediary, the minimum fractional quantities as necessary to allow the Shareholders to hold an integer number of ordinary shares after the cancellation. Such fractions can be traded from 5 May 2014 to 16 May 2014 based on the official price of TI Media’s ordinary shares on the trading day immediately preceding the day of cancellation (therefore based on the official price recorded on 2 May 2014). Shareholders will not have to bear any ancillary charges related to the above-mentioned purchases and sales.

With reference to shareholders whose shares have not been dematerialised, the cancellation can only be made following prior physical delivery of their share certificates to an authorised intermediary to allow for their dematerialisation and inclusion in the centralised management system of Monte Titoli S.p.A. For this purpose, holders of ordinary shares that have not been dematerialised are invited to deliver their share certificates to an authorised intermediary as soon as possible.

Rome, 30 April 2014