Consob approved the offer document concerning the voluntary public tender offer on the totality of the ordinary shares of Società Cattolica di Assicurazione S.p.A. (the “Issuer”) launched by Assicurazioni Generali S.p.A. (the “Offeror”)
Consob approved the offer document concerning the voluntary public tender offer on the totality of the ordinary shares of Società Cattolica di Assicurazione S.p.A. (the “Issuer”) launched by Assicurazioni Generali S.p.A. (the “Offeror”)
The acceptance period will be from 4 October 2021 until 29 October 2021 (first and last days included).
Trieste, 22 September 2021 – The Offeror announces that, with reference to the offer document (the “Offer Document”) filed on 18 June 2018 with Consob and relating to the voluntary public tender offer (the “Offer”), pursuant to Articles 102 and 106, paragraph 4, of Legislative Decree 24 February 1998 no. 58, as subsequently amended and supplemented (the “CFA”), concerning all the ordinary shares of the Issuer (the “Shares”), listed on the Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A., and following the press releases of 18 June 2021 and 17 September 2021, today Consob, with resolution no. 22006 of 22 September 2021, approved, pursuant to Article 102, paragraph 4, of the CFA, the Offer Document.
Acceptance period
The acceptance period, agreed with Borsa Italiana S.p.A., pursuant to Article 40 of Regulation adopted by Consob with resolution no. 11971 of 14 May 1999, as subsequently amended and supplemented (the “Issuers’ Regulation”), will start at 8:30 (Italian time) of 4 October 2021 and close at 17:30 (Italian time) of 29 October 2021 (first and last days included), unless otherwise extended.
Therefore, The 29 October 2021 will be the closing date of the acceptance period of the Offer, unless extensions in compliance with applicable law, and the payment date of the Shares tendered to the Offer will be the fifth stock market trading day following the closing of the acceptance period, i.e. 5 November 2021 (the “Payment Date”).
Consideration
The Offeror will pay to each Issuer’s shareholder tendering to the Offer a consideration equal to Eur 6.75 (cum dividend, i.e. including coupons relating to any eventual dividends distributed by the Issuer) for each Share tendered to the Offer (the “Consideration”).
The Consideration is understood as cum dividend and was therefore determined on the assumption that the Issuer will not approve and implement any ordinary or extraordinary distribution of dividends from profits or reserves before the Payment Date. If, before such date, the Issuer should pay a dividend to its shareholders, the Consideration shall be automatically reduced, for each Share, by an amount equal to that of such dividend.
The Offer Document will be filed at Consob and will be made available to the public for consultation at:
(i) the registered office of the Offeror, in Trieste, Piazza Duca degli Abruzzi, no. 2;
(ii) the registered office of the Issuer, in Verona, Lungadige Cangrande, no. 16;
(iii) the registered office of the intermediary appointed to coordinate the collection of acceptances, Equita SIM S.p.A., in Milan, Via Turati no. 9;
(iv) the registered offices of the appointed intermediaries (Equita SIM S.p.A., Banca Akros S.p.A., Banca Monte dei Paschi di Siena S.p.A., BNP Paribas Securities Services – Milan branch, BPER Banca S.p.A., Cassa Centrale Banca – Credito Cooperativo Italiano, Intesa Sanpaolo S.p.A. e UniCredit Bank AG, Milan branch);
(v) the dedicated website of the Offeror, www.generali.com/it/cattolica-pto;
(vi) the website of the Issuer, www.cattolica.it;
(vii) the website of the global information agent of the Offer, Morrow Sodali S.p.A., www.morrowsodali- transactions.com.
Generali will announce the availability of the Offer Document to the public by issuing an appropriate press release.
Pending the publication of the Offer Document, for anything not expressly indicated, please refer to the notice pursuant to Article 102, paragraph 1, of the CFA made available on 31 May 2021, published on the Offeror’s dedicated website at www.generali.com/it/cattolica-pto, which sets out the legal assumptions and essential elements of the Offer.