Conversion of CDP shares: no further withdrawal. Ordinary shareholders’ meeting approves acquisition of its preferred shares equal to 2.60% of share capital

Press release

Conversion of CDP shares: no further withdrawal. Ordinary shareholders’ meeting approves acquisition of its preferred shares equal to 2.60% of share capital

Rome, 20 March 2013 – Cassa depositi e prestiti Spa (CDP) announces that, at the end of the second period for the exercise of the withdrawal right and of the right to benefit from a one-to-one ...

Rome, 20 March 2013 – Cassa depositi e prestiti Spa (CDP) announces that, at the end of the second period for the exercise of the withdrawal right and of the right to benefit from a one-to-one conversion ratio – provided for by the Articles of Association in connection with the automatic conversion of preferred shares into ordinary shares starting from 1 April 2013 – none of the banking foundations that are shareholders of CDP has exercised the aforementioned rights.

It is then confirmed that only two banking foundations, shareholders of CDP – collectively holding a total of No. 9,084,000 preferred shares, equal to 2.60% of the company’s share capital – have exercised, in the first withdrawal period stipulated by the previously in force Articles of Association (1 October – 15 December 2012), the withdrawal right related to the conversion of preferred shares.

CDP preferred shares will be automatically converted into ordinary shares as of 1 April 2013. The foundations will receive 49 ordinary shares for every 100 convertible preferred shares following the payment to the Treasury of an adjustment amount on the dividend considered equal to €207.8 million. The foundations’ entire share stake from 1 April will be collectively equal to 15.85% of issued capital. Starting from that date each banking foundation that is a shareholder of CDP will have the right to acquire from the Ministry of Economy and Finance further CDP ordinary shares. The period will end on the date of the approval of the annual report by the shareholders’ meeting (called for 17 April 2013), on which the final composition of CDP’s ownership, deriving from the conversion of preferred shares, will be available.   

The shares of the foundations which have exercised the withdrawal right will be reimbursed through acquisition by CDP, by using the distributable reserves as resultant from the draft of the annual report as at 31 December 2012 approved today by the Board of Directors. For that purpose, CDP’s ordinary shareholders’ meeting, held today, has authorized the acquisition by CDP of No. 9.084.000 of its  preferred shares, at the price of  €6.299 per share (corresponding to the redemption value determined by the Board of Directors on the meeting of 29 January 2013), for a total amount of  €57,220,116.

Also in view of the automatic conversion of preferred shares, the Board of Directors has today approved the proposals of amendment of the Articles of Association, which will be submitted for the approval to CDP’s extraordinary shareholders’ meeting, called for 27 March 2013. Such amendment proposals concern:

  • the company’s share capital, which, following the conversion, still withstanding the amount of €3,500,000,000, will be divided into No. 296,450,000 ordinary shares;
  • the removal of the shares’ nominal value;
  • the suppression of the Articles of Association’s provisions which refer to preferred shares and regulate the relating rights;
  • the compliance with the rules in force on gender representation;
  • the compliance with the applicable provisions on corporate officers’ requirements.
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