How to tender

This section includes all the information how to tender to the Offer for Cattolica Assicurazioni.

The Offer is directed, without distinction and on equal terms, to all holders of Società Cattolica di Assicurazione S.p.A. Shares. 

The Offer is promoted exclusively in Italy, as the Shares are listed on the MTA and are subject to the communication obligations and procedural requirements under Italian law. 

The Offer cannot and shall not be either promoted or disseminated in the USA, Canada, Japan or Australia, nor in any other Country in which the Offer is not permitted in the absence of authorization on the part of the competent authorities or other requirement on the part of the Offeror. 

In order to tender your shares, you must fill in properly the Acceptance Form.  Whoever intends to tender to the Offer must be a holder of dematerialized shares and must contact his respective intermediary, financial manager and branch representative to give the appropriate instructions to tender to the Offer. 

A copy of the Acceptance Form is available on this website in the “Offer Documents” section and on the Global Information Agent’s website, www.morrowsodali-transactions.com.

Shares can be tendered during the Offer Acceptance Period, from 8:30 (CET) on October 4, 2021 to 17:30 (CET) on October 29, 2021, extremes included (unless extended).

The tendering of shares to the Offer by Shareholders (or by a representative of the shareholder possessing power of attorney) during the Acceptance Period is irrevocable. Consequently, after Shares are tendered, it shall not be possible to sell or carry out any additional dispositions on the Shares for the entire period in which they remain bound to the Offer, except in the case of annulment consented by current regulations to tender to competing offers, pursuant to Article 44 of the Issuers’ Regulation.

If shares are tendered to the Offer during the Acceptance Period (including any extensions, pursuant to the applicable law) and the Conditions for the Effectiveness of the Offer are fulfilled (or in case of a waiver on the part of the Offeror of all or part of the Conditions for the Effectiveness of the Offer) and the Offer is completed, the Issuer’s Shareholders will receive a Consideration equal to Euro 6,75 (cum dividend, that is, inclusive of payouts relating to any dividends distributed by the Issuer) for each share held and tendered to the Offer. 

The Consideration is to be considered net of Italian tax on financial transactions, stamp duty and registration tax, if due, and of fees, commissions and expenses, which shall be borne by the Offeror. Any income tax, withholding and substitute tax, if due in relation to any capital gain realized, will be borne by the Adherents. 

Subject to the fulfillment of the Conditions for the Effectiveness of the Offer (or the waiver of said Conditions on the part of the Offeror) and excluding extensions, the Consideration shall be paid to the holders of Shares tendered to the Offer, with the simultaneous transfer of ownership of the Shares, on November 5, 2021.

In the event that the Offer is completed, in case shares are not tendered (including any extensions), Shareholders will be faced with the possible scenarios described below. 

     A) The Offeror holds a shareholding lower than 90% of the Issuer’s share capital

In this instance, there might not be sufficient free float to ensure regular trading of shares.  In this case, Borsa Italiana could order the suspension of the shares from listing and/or Delisting (revoking of shares from the MTA listing).  Please note that the Offeror has stated that they do not intend to put measures in place aimed at restoring the minimum conditions of free float to ensure regular trading of the shares.  In case of Delisting, the Issuer’s shareholders who have not tendered to the Offer will possibly hold financial instruments not traded on any regulated market, with an increased difficulty to divest. 

In the above scenario, if Borsa Italiana does not order the suspension or revoking of the shares at the completion of the Offer, the Offeror intends to obtain the Delisting of the shares, evaluating whether to proceed to the Merger and/or other Reorganizational Operations resulting in Delisting, even if at the publication date of the Offer Document no formal decision on the part of the competent bodies of the Offeror had been made regarding such operations or related forms of execution. 

As an effect of the Merger, the Issuer’s Shareholders would receive the Offeror’s shares in exchange, which are tradable on the MTA. Please note that the Merger would be a transaction among correlated parties subject to the relative applicable laws and would be, in any case, subject to the attainment of the necessary authorization measures on the part of the competent authorities.  Regarding the Merger, at present it is not envisaged that the conditions set out in article 2437 of the Civil Code may be fulfilled for the Issuer’s minority shareholders to have a right of withdrawal, and the transaction, if approved, may be implemented on the basis of an exchange ratio which may not incorporate any premium. 



    B) The Offeror holds a shareholding greater than 90% but lower than 95% of the Issuer’s share capital

In this case, the Offeror, having declared that they do not intend to restore a sufficient free float to ensure regular trading of the shares, will fulfill the Purchase Obligation pursuant to art. 108, paragraph 2 of the TUF.  The Issuer’s shareholders who have not tendered their shares to the Offer will have the right to require the Offeror to purchase their shares.  As a consequence, the Issuer’s Shareholders who have not tendered their shares to the Offer and who have not exercised their right to require the Offeror to purchase their shares will possibly hold financial instruments not traded on any regulated market, with an increased difficulty to divest.  
Upon Delisting, in order to rationalize and optimize Gruppo Generali’s structure at the completion of the Offer, the Offeror will assess the opportunity to proceed with a Merger and/or other Reorganizational Operations, even if at the publication date of the Offer Document no formal decision on the part of the Offeror’s competent bodies had been made regarding such operations or relative forms of execution.  

As an effect of the Merger, the Issuer’s Shareholders would receive the Offeror’s shares in exchange, which are tradable on the MTA. Please note that the Merger would be a transaction among correlated parties subject to the relative applicable laws and would be, in any case, subject to the attainment of the necessary authorization measures on the part of the competent authorities.  Regarding the Merger, at present it is not envisaged that the conditions set out in article 2437 of the Civil Code may be fulfilled for the Issuer’s minority shareholders to have a right of withdrawal, and the transaction, if approved, may be implemented on the basis of an exchange ratio which may not incorporate any premium.


    C) The Offeror holds a shareholding equal to 95% of the Issuer’s share capital

In this scenario, the Offeror shall carry out the Joint Procedure to exercise the Right to Purchase and the fulfillment of the Purchase Obligation pursuant to art. 108, paragraph 1 of the TUF. In this case, Shareholders who have not tendered their shares to the Offer and who have not exercised their right to require the Offeror to purchase their shares in fulfillment of the Purchase Obligation (scenario B), will be obligated to transfer their shares to the Offeror.  Following the fulfillment of the prerequisites for the Purchase Obligation pursuant to art. 108, paragraph 1 of the TUF and for the Right to Purchase, Borsa Italiana, in accordance with the Stock Exchange Regulation, will order the suspension of the shares from listing and/or the Delisting. 

For additional information, please see the Offer Document and Press Releases regarding the Offer available on this website in the “Offer Documents” section and on the Global Information Agent’s website,
www.morrowsodali-transactions.com

 

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