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.
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 ordinary shares of Ansaldo STS S.p.A. (the “Issuer” or “Ansaldo STS”), HRII announces that, as a result of the ordinary shares of Ansaldo STS tendered in the Procedure and the ordinary shares of Ansaldo STS acquired by HRII outside of the Procedure, through Intermonte SIM S.p.A., in in compliance with the applicable laws, the threshold of 95% of the share capital of the Issuer has been exceeded.
In particular, HRII has come to hold , as of the date hereof, a total of No. 190,093,161.00 ordinary shares of Ansaldo STS, equal to 95.05% of the share capital of the Issuer.
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”).
As already indicated in the Information Document, since HRII has come to hold an overall shareholding grater than 95% of the Issuer’s share capital, 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 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.
It is noted that the Period for the Submission of Sale Requests will end at 5:30 p.m. (Italian time) on January 18, 2019, unless extended, and that the payment of the consideration due to the holders of the ordinary shares of the Issuer tendered in the Procedure, equal to Euro 12.70 per share (the “Consideration”), will take place on January 25, 2019, at the same time as the transfer of ownership of such shares to HRII.
In the Procedure and the Joint Procedure, HRII is assisted by:
(i) Goldman Sachs International as its financial advisor; and
(ii) Gianni, Origoni, Grippo, Cappelli & Partners and Fried Frank Harris, Shriver & Jacobson LLP, as legal advisors in relation to, respectively, Italian law and U.S. law aspects.
Intermonte SIM S.p.A. acts as broker of HRII in relation to purchases of ordinary shares of Ansaldo STS outside of the Procedure.