How to participate
This section includes the information on how to tender to the Purchase Obligation Procedure on all Cattolica Assicurazioni’s shares.
The Procedure is addressed, without distinction and on equal terms, to all Shareholders and is promoted exclusively in Italy.
The Procedure has not been and shall not be promoted or disseminated in the United States, Canada, Japan or Australia, or in any other country in which such a Procedure is not permitted in the absence of authorization by the competent authorities or other obligations from Generali (jointly the “Other Countries”), nor by using instruments of communication or of national or international commerce (including but not limited to the postal network, fax, telex, email, telephone and internet), nor by way of any of the Other Countries’ financial intermediary structures, nor in any other way.
Participation in the Procedure must take place by signing and delivering the Request for Sale Form, duly completed in its entirety, to the Intermediary in Charge of Coordinating the Collection of Request for Sale Forms, with simultaneous deposit of the Residual Shares with the above-mentioned Intermediary In Charge of Coordinating the Collection of Request for Sale Forms.
A copy of the Request for Sale Form is available on this website, in the Offer and Procedure Documents section and on the Global Information Agent’s website www.morrowsodali-transactions.com.
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.
Shareholders who tender their Residual Shares to the Procedure will receive, on the Payment Date, a cash consideration equal to Euro 6,75 for each share tendered.
The Consideration is intended to be net of Italian stamp duty and registration tax, to the extent due, and of fees, commissions and expenses, which will be borne by Generali, while any income, or substitute tax on capital gains, if due, will be borne by the shareholders tendering to the Procedure.
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.
The tendering of shares belonging to holders of Residual Shares (or representatives who have the authority to do so) received during the Request for Sale Period is irrevocable, except in cases in which it is permitted to join competing bids or raises pursuant to Article 44 of the Issuers' Regulations.
Notwithstanding the fact that, as a result of the Procedure or, if applicable, the Joint Procedure, the Delisting of Cattolica will still take place, in the event that shares are not tendered to the Procedure during the Request for Sale Submission Period, Shareholders would encounter one of the possible scenarios described below.
1. Generali holds a shareholding at least equal to 95% of the Issuer’s share capital
If, as a result of both shares tendered to the Procedure and any purchases made by Generali outside the Procedure by the end of the Submission Period of Requests for Sale, Generali achieves a shareholding in the Issuer's share capital of at least 95%, it will proceed with the Joint Procedure and the Shareholders who have not tendered their shares to the Procedure will be obliged to transfer ownership of the Residual Shares held to Generali and, as a result, they will receive for each Share held a consideration of Euro 6.75, equal to the Consideration provided for by the Procedure, pursuant to Art. 108, paragraph 3, of the TUF, as recalled by art. 111 of the TUF. Borsa Italiana will order the suspension of trading of the Shares and/or the Delisting.
In addition to the above, it should be noted that, following the Delisting, Generali will consider the advisability of proceeding with Reorganization Transactions (other than the Merger), the timing and manner of which it will evaluate, also in light of market conditions.
2. Generali holds a shareholding of less than 95% of the Issuer’s share capital
In this scenario, Generali will not initiate the Joint Procedure for the exercise of the Squeeze-out Right and the fulfillment of the Sell-out Obligation pursuant to Article 108(1) of the TUF.
In this case, Borsa Italiana will order the delisting of the Issuer's Shares from Euronext Milan as of the first Trading Day following the Payment Date, and those Shareholders who have not tendered their shares to the Procedure would find themselves holders of financial instruments not traded on any regulated market.
In addition to the above, it should be noted that, following the Delisting, Generali will consider the advisability of proceeding with the Merger and/or other Reorganization Transactions, the timing and manner of which it will assess in light of market conditions.