The purpose of the Procedure is the fulfillment by Assicurazioni Generali S.p.A. ("Generali") of its obligation to purchase (the "Purchase Obligation") the common shares (the "Shares") of Società Cattolica di Assicurazione S.p.A. (the "Issuer" or "Cattolica"), pursuant to Article 108, paragraph 2, of the TUF.
Specifically, the Procedure relates to the Residual Shares, amounting to a maximum of 12,547,136 Shares, representing approximately 94.50% of the Issuer’s share capital subscribed as of the Information Document date, i.e., all 228,347,980 Shares issued and subscribed on the same date, less:
- the 215,799,340 Shares (representing 94.50% of the Issuer’s share capital) which are owned by Generali as of Information Document date; and
- the Issuer’s 1,504 treasury shares (representing approximately 0.001% of the Issuer’s share capital) (the “Treasury Shares”).
The Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF arose as a result of Generali's acquisition - through RABB aimed exclusively at qualified investors in Italy and foreign institutional investors, started on the 23rd of May 2022 and ended on the 24th of May 2022 - of 15,604,182 Shares, representing 6.83% of the Issuer's share capital (the "Purchase"), having as its aim the acceleration of the integration and rationalization process of Cattolica into Generali.
As a result of the Purchase, Generali holds an overall stake in Cattolica in excess of 90% of the Issuer's share capital, i.e., an overall stake of 208,951,310 Shares representing approximately 91.51% of Cattolica's share capital, also counting in the above-mentioned stake the Issuer’s 450.397 Treasury Shares held by Cattolica on that date.
For the sake of clarity, it should be noted that Cattolica's Board of Directors held on the 1st of July 2022 resolved - as communicated on the same date in a note sent by the Issuer to Generali - to proceed with the early assignment of a total of 448,893 treasury shares to the beneficiaries of the LTI 2018 - 2020 Performance Share Plan and the 2021 - 2023 Performance Share Plan, in line with the provisions of the relevant regulations. Following this assignment, the number of treasury shares held by Cattolica is 1,504. Considering that Generali already held 192,896,731 Cattolica Shares, amounting to 84.47% of Cattolica's share capital, acquired in part as a result of the subscription of the Reserved Capital Increase and in part as a result of the total voluntary tender offer launched, pursuant to Articles 102 and 106, paragraph 4, of the TUF and concluded on November 4, 2021, the Purchase has, therefore, led to the surpassing of the 90% share capital threshold and the Purchase Obligation for Generali, pursuant to Article 108, paragraph 2, of the TUF, i.e., the obligation to purchase all the outstanding Residual Shares from the remaining shareholders of Cattolica who request such a purchase.
In addition, during the period between the Purchase and the Information Document Date, Generali, in compliance with the provisions of Article 41, paragraph 2, and Article 42, paragraph 2, of the Issuers' Regulations, made additional purchases totaling 7,298,427 Shares.
Therefore, as of the Information Document date, Generali is in possession of 215,799,340 Shares, representing 94.50 % of the Issuer’s share capital.
The obligation to launch the Procedure follows the completion of the Purchase, which resulted, also by virtue of Generali's existing shareholding in Cattolica prior to the date of the Purchase, in Generali exceeding the 90% threshold set forth in Article 108, paragraph 2, of the TUF and in Generali incurring the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF.
The aim of the Procedure is to purchase the Issuer’s entire share capital.
Generali holds a total participation in the Issuer of 215,799,340 Shares, representing approximately 94.50% of Cattolica’s share capital as of the Information Document date.
Therefore, upon the outcome of the Procedure, by which Generali pursues the objective of acquiring the Issuer’s entire share capital, Generali will consider the advisability of proceeding with the Merger and/or the Contribution or other Reorganization Transactions, taking into account the results of the Procedure and, in particular, the possible achievement of a shareholding of at least 95% of the Issuer's share capital.
Generali will recognize a consideration equal to Euro 6.75 for each Share tendered to the Procedure (the “Consideration”) for all those who tender their shares to the Procedure, determined by Consob with resolution n. 22388 on the 6th of July 2022 in compliance with art. 108, paragraph 4 of the TUF and art. 50, paragraph 7 of the Issuers’ Regulations.
The Consideration is net of Italian financial transaction tax, stamp duty and registration tax, if due, and fees, commissions and expenses, which will remain the responsibility of Generali. Any income tax, withholding and substitute tax, if due in connection with any capital gains realized, will be borne by Participants.
The Procedure is addressed, indiscriminately and at on the same conditions, to all the Issuer’s Shareholders and is promoted exclusively in Italy.
The Procedure will not be made in United States, Australia, Canada, Japan or any other jurisdictions where making the Procedure would not be allowed without the approval by competent authorities.
The Shares tendered to the Procedure shall be freely transferable to Generali and free from constraints of any form or nature, whether they be property, debenture, and personal.
The submission period for Requests for Sale began at 8:30 a.m. (Italian time) on 11 July 2022 and will conclude at 5:30 p.m. (Italian time) on 29 July 2022, unless extended.
July 29, 2022 will thus represent, unless extended, the closing date of the Procedure.
Generali will communicate any changes to the Procedure in accordance with the applicable legal provisions and regulations.
August 5, 2022 is the payment date for the Consideration for Participants for each Residual Share tendered to the Procedure, and with the simultaneous transfer of ownership of these Shares to Generali.
In the case that the Submission Period of Requests for Sale is extended, payment of the Consideration will take place on the fifth Trading Day following the closing date of the Submission Period of Requests for Sale.
For information regarding the Procedure, the following channels are available:
Global Information Agent
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