Press Release
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IL PRESENTE COMUNICATO NON È DESTINATO ALLA PUBBLICAZIONE, DISTRIBUZIONE O CIRCOLAZIONE, DIRETTA O INDIRETTA, NEGLI STATI UNITI D’AMERICA, CANADA, AUSTRALIA O GIAPPONE O IN QUALSIASI ALTRO PAESE NEL QUALE L’OFFERTA O LA VENDITA SIANO VIETATE IN CONFORMITÀ ALLE LEGGI APPLICABILI O AI SOGGETTI IVI RESIDENTI NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, OR IN THE OTHER COUNTRIES WHERE THE OFFERS OR SALES OF SECURITIES WOULD BE FORBIDDEN UNDER APPLICABLE LAWS OR TO RESIDENTS THEREOF PRESS RELEASE ITALIAN SECURITIES AND EXCHANGE COMMISSION (CONSOB) APPROVES PROSPECTUS SUPPLEMENT FOR BANCA CARIGE'S RIGHTS ISSUE OF UP TO 726,216,456 ORDINARY SHARES PUBLICATION OF PROSPECTUS AND SUPPLEMENT Genoa, 5 June 2015 – Further to the press releases issued on 3 June 2015 and 4 June 2015, Banca Carige S.p.A. announces that the Italian Securities and Exchange Commission, Consob, has today approved, by way of the Note registered under protocol no. 0045658/15 of 5 June 2015, the Supplement to the Prospectus containing the final terms (approved by the Board of Directors on 4 June 2015) for the Rights Issue for Banca Carige's ordinary and savings shareholders, and admission to trading on the Electronic Stock Market (Mercato Telematico Azionario), organised and managed by Borsa Italiana S.p.A., of Banca Carige's ordinary shares arising from the capital increase for a maximum amount of EUR 850 mln, which was approved by the Extraordinary Shareholders' Meeting of 23 April 2015 and effected following the resolution adopted by the Board of Directors on 4 June 2015. Banca Carige S.p.A. announces that the Registration Document, Informative Note and Summary Note (which jointly constitute the Prospectus for Banca Carige's rights issue of ordinary shares) are available to the public, together with the Prospectus Supplement, at the Company's registered office in Genoa, via Cassa di Risparmio 15 and on the corporate website (www.gruppocarige.it). Below is a preview of the Notice which will be published tomorrow, Saturday 6 June 2015, under the terms and within the deadlines set out by regulations in force. ** ** ** NOTICE OF PUBLICATION OF PROSPECTUS AND PROSPECTUS SUPPLEMENT IN RELATION TO THE RIGHTS ISSUE FOR ORDINARY AND SAVINGS SHAREHOLDERS AND ADMISSION TO TRADING OF UP TO 726,216,456 BANCA CARIGE ORDINARY SHARES under the combined provisions of art. 31 of Regulation (EC) no. 809/2004, art. 9, para. 5, and art. 56, para. 5, of Consob Regulation no. 11971/1999 as subsequently amended and supplemented Banca Carige S.p.A. (“Banca Carige”, the “Company” or the “Issuer”) announces publication of the Registration Document, Informative Note and Summary Note (collectively the “Prospectus”) and Supplement to the Prospectus (the “Supplement”) relating to the rights issue for ordinary and savings shareholders and admission to trading on the Electronic Stock Market (Mercato Telematico Azionario) organised and managed by Borsa Italiana S.p.A. of up to 726,216,456 Banca Carige ordinary shares. In particular, the Prospectus includes: (i) the Registration Document filed with the Italian Securities and Exchange Commission, Consob, on 5 June 2015, following approval notified with Note registered under protocol no. 0045384/15 of 4 June 2015, (ii) the Informative Note filed with Consob on 5 June 2015, following approval notified with Note registered under protocol no. 0045366/15 of 4 June 2015, (iii) the Summary Note filed with Consob on 5 June 2015, following approval notified with Note registered under protocol no. 0045366/15 of 4 June 2015, and (iv) the Supplement filed with Consob on 5 June 2015, following approval notified with Note registered under protocol no. 0045658/15 of 5 June 2015. The publication of the Prospectus and Supplement does not imply any opinion by Consob as to the opportunity of the proposed investment and the merits of the information and data relating thereto. In order to make a proper assessment of the investment, investors are requested to carefully consider the paragraph “Warnings” of the Registration Document, together with the specific risk factors relating to the Issuer, Group companies and business sectors in which they operate, as set out in Chapter III of the Registration Document, as well as the specific risk factors associated with the financial instruments offered, as described in Chapter II of the Informative Note. The Warnings and Risk Factors should be read in conjunction with all other information contained in the Prospectus and Supplement. Capitalised terms used herein but not expressly defined, shall have the meaning ascribed to them in the Prospectus and/or Supplement. Issuer's registered and trading name Banca Carige S.p.A. – Cassa di Risparmio di Genova e Imperia or, in abbreviated form, Carige S.p.A. Registered Office in Via Cassa di Risparmio 15, 16123, Genoa. Share capital Euro 2,580,818,989.13 fully paid-in, Tax Code, V.A.T. and Genoa Companies’ Register no. 03285880104. Parent Company of the CARIGE Group - ABI code: 6175.4 - www.gruppocarige.it Description of the Offering and Financial Instruments offered The Offering, for a total amount of up to EUR 849,673,253.52, relates to up to 726,216,456 New Shares arising from the Capital Increase. The New Shares shall be offered pre-emptively to Banca Carige's ordinary and savings shareholders, at Offer Price, in the allotment ratio of 7 New Shares for every Ordinary and/or Savings Shares held. New Shares will have the same characteristics and will carry the same rights as the Ordinary Shares of Banca Carige traded on the MTA and outstanding on the date of their issuance. New Shares shall be issued in dematerialised form, registered in the name of the holder, freely transferable, with no indication of par value, qualifying for regular dividend entitlement as at the date of their issuance and subject to the provisions for dematerialisation set out under art. 83-bis et seq. of the Italian Consolidated Law on Finance and related implementing regulations and will be admitted to the centralised securities clearing system managed by Monte Titoli. New Shares will be identified under ISIN code IT0005108763 and will have coupon no. 2 attached to them. Pre-emptive Rights for share subscription are identified under ISIN code IT0005117871. Timetable and target subscribers for the Offering The Offering Period runs from 8 June 2015 to 25 June 2015 (inclusive). Pre-emptive Rights, entitling holders to subscribe for New Shares shall, under penalty of forfeiture, be exercised by the eligible holders during the Rights Exercise Period through the authorised intermediaries registered with the centralised securities clearing system who shall provide instructions to the Monte Titoli by no later than 15:30 on the last day of the Offering Period. Consequently, each subscriber shall submit a specific subscription application under the terms and by the deadlines notified by the authorised intermediary acting as depositary, to ensure compliance with the above term. A facsimile of the subscription form will also be available for intermediaries upon request at the registered office of the Issuer and on Banca Carige's corporate website, www.gruppocarige.it. Pre-emptive Rights shall be tradable on the Stock Exchange from 8 June 2015 to 19 June 2015 (inclusive). Pre-emptive Rights remaining unexercised by the end of the Offering Period shall be offered on the Stock Exchange by Banca Carige within the month following the end of the Offering Period for at least 5 Trading days, pursuant to art. 2441, para. 3 of the Italian Civil Code (the “Public Offering”). The opening and closing dates for the Public Offering shall be announced by way of a specific notice. The Offering is not addressed, directly or indirectly, and may not be accepted, directly or indirectly, in or from the United States, Canada, Australia, Japan or in or from any other Country, other than Italy, in which this Offering is not authorised without the approval of the relevant authorities or in the absence of any applicable statutory or regulatory exemption. The Issuer has also prepared an international offering document (the "International Offering Circular") in English, for institutional investors outside the United States of America in compliance with the provisions of Regulation S of the Securities Act. Payment and delivery of New Shares Full payment for the New Shares shall be effected upon subscription, at the authorised intermediary which the subscription application was submitted to, by way of exercise of the relevant Pre-emptive Rights. No charges or incidental expenses are planned to be levied by the Issuer on subscribers. New Shares subscribed by the end of the Rights Issue will be credited to the accounts of the intermediaries registered with the centralised securities clearing system of Monte Titoli at close of business on the last day of the Rights Exercise Period and will become available as of the following settlement day. New Shares subscribed by the end of the Public Offering will be credited to the accounts of the intermediaries registered with the centralised securities clearing system of Monte Titoli at close of business on the last Rights Exercise day and will become available as of the following settlement day. Admission to trading Banca Carige's ordinary shares are admitted for trading on the MTA. Carige Shares shall be traded automatically, pursuant to art. 2.4.1 of the 'Stock Exchange regulations, on the same market where ordinary Banca Carige shares are traded at the time of issuance. Underwriting and guarantee commitments The Offering is supported by an underwriting syndicate comprising Mediobanca – Banca di Credito Finanziario S.p.A., acting as Global Coordinator and Joint Bookrunner, Merrill Lynch International, Credit Suisse Securities (Europe) Limited, Deutsche Bank AG London Branch, J.P.