Obligation to purchase the ordinary shares of Ansaldo STS S.p.A. pursuant to Article 108, paragraph 2, of the TUF to be carried out by Hitachi Rail Italy Investments S.r.l.
End of the period for the submission of sale requests and exceeding of the 95% threshold of the share capital of Ansaldo STS S.p.A.
With reference to the procedure for the fulfilment of the obligation to purchase (the “Procedure”) pursuant to Article 108, paragraph 2, of Legislative Decree No. 58 of February 24, 1998, as subsequently amended and supplemented (the “TUF”), to be carried out by Hitachi Rail Italy Investments S.r.l. (“HRII”) and concerning No. 17,584,681 ordinary shares of Ansaldo STS S.p.A. (the “Issuer” or “Ansaldo STS”), each with a nominal value of Euro 0.50 and equal to 8.792% of the Issuer’s share capital, listed on the Electronic Stock Market (Mercato Telematico Azionario, the “MTA”) organised and managed by Borsa Italiana, HRII announces that the period for the submission of sale requests, which started on December 17, 2018, has ended on the date hereof (the “Period for the Submission of Sale Requests”).
All capitalized terms not otherwise defined in this notice have the same meaning as in the information document relating to the Procedure approved by CONSOB with resolution No. 20739 of December 12, 2018 and published on December 14, 2018 (the “Information Document”).
On the basis of the provisional results communicated by Banca IMI, in its capacity as Intermediary Responsible for Coordinating the Collection of Sale Requests, it is hereby announced that, as of the date hereof, Sale Requests for a total of No. 9,375,479 shares of Ansaldo STS have been submitted, representing 4.688% of the Issuer’s share capital and 53.316% of the ordinary shares of Ansaldo STS subject to the Procedure.
The payment of the consideration due to the holders of the ordinary shares of the Issuer tendered during the Period for the Submission of Sale Requests, equal to Euro 12.70 per share (the “Consideration”), will take place on January 25, 2019, corresponding to the fifth trading day following the end of the Period for the Submission of Sale Requests, at the same time as the transfer of ownership of such shares to HRII.
Please note that, during the Period for the Submission of Sale Requests, in compliance with the applicable laws, HRII has purchased, through Intermonte SIM S.p.A., further No. 6,521,528 ordinary shares of Ansaldo STS outside of the Procedure, equal to 3.261% of the Issuer’s share capital, all at a price per share in any case not exceeding the Consideration, i.e. Euro 12.70.
Taking into account the ordinary shares of the Issuer tendered in the Procedure, on the basis of the above provisional results (if confirmed), and the No. 182,415,319 ordinary shares of Ansaldo STS, equal to 91.208% of the Issuer’s share capital, already directly held by HRII before the start of the Period for the Submission of Sale Requests, as well as the further No. 6,521,528 ordinary shares of Ansaldo STS purchased by HRII outside of the Procedure, equal to 3.261% of the Issuer’s share capital, HRII will come to hold a total of No. 198,312,326 ordinary shares of Ansaldo STS, equal to 99.156% of the Issuer’s share capital.
Since HRII has come to hold an overall shareholding grater than 95% of the Issuer’s share capital, since the legal requirements have been met, as already indicated in the Information Document and in the notice published on January 11, 2019, HRII will exercise the Right to Purchase the outstanding ordinary shares of Ansaldo STS pursuant to Article 111 of the TUF, and at the same time will comply with the Obligation to Purchase pursuant to Article 108, paragraph 1, of the TUF, carrying out a joint procedure, as agreed with CONSOB and Borsa Italiana (the “Joint Procedure”).
As indicated in the Information Document, the consideration that will be paid by HRII in the context of the Joint Procedure will be equal to the Consideration, i.e. Euro 12.70 for each ordinary share of Ansaldo STS, pursuant to Article 108, paragraph 3, of the TUF, as referred to in Article 111 of the TUF.
Information on the modalities for carrying out the Joint Procedure, as well as the modalities and timing for the revocation from listing and trading on the MTA of the Issuer’s shares, will be disclosed in the following notice on the final results of the Procedure, which will be published by January 25, 2019 pursuant to Article 50-quinquies, paragraphs 2 and 5, of the Issuers’ Regulation.