The Extraordinary Meeting of Shareholders approves the increase in share capital. The Articles of Association have been amended with the introduction of category B shares.
This is a major step forward in strengthening the Group's equity that will allow us to further strengthen strategic position in the main target markets.
Campodarsego (Padova), 27th June 2016 – The meeting of Shareholders of Carraro SpA, world leader in power transmission systems, has resolved today - under the chairmanship of Enrico Carraro – the share capital increase proposed by the Board on 27th May 2016, and the amendments to the Articles of Association for the introduction of category B shares (without voting right).
Capital increase subscription rights (pursuant to Art. 2441 of the Italian Civil Code)
In further detail, the Meeting of Shareholders resolved the capital increase for a maximum of 54 million Euro on a pre-emptive basis, in splittable form and with immediate effect of any subscriptions that may occur before commencement of the pre-emptive offer, by issue of ordinary shares or B Shares as decided by the subscriber, and simultaneously resolved that the Board of Directors will determine in precise terms the unit price of the newly issued shares according to the criteria described below.
The unit issue price of the newly issued shares shall be the higher of:
(i) the average share price of the six (6) months preceding the date of the Board of Directors' meeting approving convening of the Shareholders' Meeting to deliberate the Capital Increase; the latter value being determined as 1.457 euros per share; and
(ii) the average share price of the 6 (six) months prior to the last day of trading prior the date on which CONSOB grants clearance for the Prospectus.
Subscription of the capital increase is guaranteed for the amount of 34 million euros, as follows:
(i) the Shareholder Finaid S.p.A. has undertaken to subscribe to the capital increase for the amount of 14 million euros;
(ii) the Shareholder Julia Dora Koranyi Arduini (the Investor) has undertaken to subscribe to the capital increase for the amount of 20 million euros.
This subscription was conditional on obtaining the prior exemption by Consob of any takeover bid obligation, following subscription by the Investor; as already communicated, the exemption was notified on 24th June 2016.
Regarding the above, in order to allow the company to fulfil its development plans, by 30th June 2016 Finaid SpA and the Investor Julia Dora Koranyi Arduini will pay the guaranteed amount of 34 million via a share capital increase payment.
The capital increase will be carried out as soon as the go-ahead has been obtained for publication of the information prospectus and in any case by 31st December 2016.
Amendments to the Articles of Association: Introduction of Category B shares
Upon execution of the capital increase by the company, within the aforementioned deadlines, subscribers of the capital increase will receive ordinary shares or, but only on request, B Shares.
The meeting of Shareholders approved the amendment to the Articles of Association providing for the issue of B shares if necessary, without voting right at the ordinary and extraordinary meetings of the company. In any case, holders of B shares shall be entitled to all other administrative and equity rights pertaining to ordinary shares, as well as any other rights, provided for by law, in favour of holders of preference shares.