Telecom Italia announces that it has acquired, through its subsidiary Huit II, the whole of ISM´s capital. ISM S.r.L has a 33.3% stake in Matrix S.p.A through its subsidiary N.V. Vertico S.A..
The operation was carried out within the framework of Telecom Italia Group´s Internet strategy to consolidate its control of Matrix and consequently the Virgilio portal, through subsidiaries Seat PG and Webfin, in conflict with the De Agostini Group, which has a 40% stake in Webfin.
In compensation for their ownership in ISM, Paolo Ainio and Carlo Gualandri received a payment of 186,000,000 Seat PG ordinary shares owned by Huit II. It is foreseen that about 43 million of these shares will be subject to a lock-up until 31 December 2003.
All Seat PG shares not subject to lock-up may be traded on the stock market, provided that the quantity of shares traded in a single day does not exceed 15% of the overall quantity traded the previous day or and through block over-the-counter trades, as long as the price is not more than 5% lower than the previous day´s reference price.
It should be noted that at the meeting of Seat PG´s Board of Directors on 17 July it was decided to take action to settle the issue with the De Agostini Group regarding the serious economic imbalance in the benefits set down in the contract drawn up on 20 September 2000 dealing with, among other things, the sale of 40% of Webfin; negotiations are currently being held to settle the dispute.
Until the issue is settled it is impossible to proceed with the capital increase approved by Seat PG on 20 November 2000 in Vertico´s favour, which foresaw the issuance of 190,985,294 Seat PG shares in compensation for the conferral of 33.3% of Matrix´s capital. As part of the operation carried out today, it is also foreseen that Seat PG´s capital increase reserved for Vertico should be undertaken if at all possible by the new date of 31 December 2003 as decided at the Seat PG shareholders meeting on 30 July.