VIANINI LAVORI S.P.A. VIANINI LAVORI
S O C I E T A ' P E R A Z I O N I - C A P I T A L E S O C I A L E E u r o 4 3 . 7 9 7 . 5 0 7 S E D E I N R O M A - 0 0 1 9 5 V I A M O N T E L L O , 1 0
The meeting approved a number of amendments to the By-laws according to the terms proposed by the Board of Directors in the Illustrative Report on the matter on the Agenda. In particular, the amendment of articles 6 (Shareholder' Meetings), 7 (Directors), 9 (Directors' resignation) and 11 (Statutory Auditors) of the By-laws, the removal of article 12 (Executive Responsible) and the consequent renumbering of the By-law articles, in addition to the introduction of a new article 16 (Transitory rule), were approved.
In order to provide adequate and complete disclosure, the reasoning behind the timing of the calling of the Extraordinary Shareholders' Meeting held today is outlined below, in addition to information on the right to withdrawal.
In particular, in light of the final result of the full voluntary public offer promoted by Finanziaria S.r.l., this latter, together with parties acting in concert, exceeded the 90% threshold of the company's share capital; this event triggers the obligation to purchase the remaining securities, as per Article 108, paragraph 2 of the Consolidated Finance Act, having FGC Finanziaria S.r.l. communicated their intention not to establish a sufficient free float to guarantee the fluid trading of securities.
On September 4, 2015, FGC Finanziaria S.r.l. announced to the market that the National Commission for Companies and the Stock Exchange established as Euro 6.80 the amount required to satisfy the purchase obligation as per Article 108, paragraph 2 of the CFA. In the same announcement, FGC Finanziaria S.r.l. also indicated to having agreed with Borsa Italiana and announced through a press release the means, terms and timeframe for fulfillment of the purchase obligation in accordance with Article 108, paragraph 2 of the CFA.
Therefore, based on this information, at the call date of the Shareholders' Meeting, the Board of Directors of the Company considered that FGC Finanziaria S.r.l. had fulfilled the provisions of Article 108, paragraph 2 of the CFA and that, although at this date the information required to fulfill the purchase obligation had not yet been communicated - in accordance with Article 50-quinquies, paragraph 2 of Regulation No. 11971/99 - the legal requirements concerning the delisting had however been verified.
In view of this and also the loss of listed company status, the Board of Directors considered it therefore beneficial to call the Shareholders' Meeting in order to enable the shareholders to consider the amendment proposal of the above-indicated By-laws.
T E L E G R A F O : V I A N I N I L A V O R I - R O M A - T E L E F O N O 3 7 4 9 2 1 ( r . a . ) - T E L E F A X 3 7 2 8 5 4 6
R . I . R O M A 3 7 9 7 / 8 0 - C . C . I . A . R O M A 4 6 1 0 1 9 - C . F I S C . N . 0 3 8 7 3 9 3 0 5 8 4 - P . I V A 0 1 2 5 2 9 5 1 0 0 7
VIANINI LAVORI S.p.A.
At the call date of the Shareholder' Meeting, the company did not have further information in relation to the timeframe and the means for the fulfillment of the purchase obligation by FGC Finanziaria S.r.l..
In consideration of the approval of the amendment of Articles 7 and 11 of the By-laws which involve, among other issues, the removal of the slate voting mechanism for the appointment of Director and Statutory Auditors, the shareholders not in agreement with the relative motion may exercise the right to withdrawal according to the means and terms indicated in the Illustrative Report on the point on the Agenda, previously published on September 21 and available on the company website (www.vianinigroup.it).
As announced on October 6, 2015, the unitary liquidation value of shares subject to withdrawal was established as, in accordance with Article 2437-ter, paragraph 3 of the Civil Code, Euro 6.583 per share.
The By-law amendments, approved by today's Shareholder' Meeting will be effective from the filing date of the motion at the Companies Registration Office. Filing will be communicated to the market in order to establish the period for the exercise of the right to withdrawal.
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A summary of the voting and the minutes of the Extraordinary Shareholders' Meeting will be made available in accordance with the legally-established provisions.
ufficiostampa@caltagironegroup.it invrel@caltagironegroup.it
www.vianinigroup.it
T E L E G R A F O : V I A N I N I L A V O R I - R O M A - T E L E F O N O 3 7 4 9 2 1 ( r . a . ) - T E L E F A X 3 7 2 8 5 4 6
R . I . R O M A 3 7 9 7 / 8 0 - C . C . I . A . R O M A 4 6 1 0 1 9 - C . F I S C . N . 0 3 8 7 3 9 3 0 5 8 4 - P . I V A 0 1 2 5 2 9 5 1 0 0 7
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