(Finance) – The shareholders’ meeting of Saipem approved, in the ordinary session, the 2021 financial statements which closed with a loss of 2.38 billion euros.
In the Extraordinary session, the shareholders granted the BoD the right, to be exercised by 31 March 2023, to increase, indivisibly and for a fee, the share capital by an amount of Euro 2 billion, including any share premium, by issuing shares. ordinary shares, with no express par value, to be offered as an option to ordinary and savings shareholders, in proportion to the number of shares held by them, with regular entitlement and the same characteristics as the ordinary shares in circulation at the issue date.
All this with the contextual grouping of ordinary shares and savings shares in the same ratio, to be defined by the Board of Directors, within the limit of one new ordinary share every maximum 20 existing ordinary shares and one new savings share every maximum 20 existing savings shares, after canceling the maximum number of ordinary and savings shares necessary to allow the overall balancing of the transaction, without changes to the share capital, and the consequent amendment and update of article 6 of the bylaws in order to implement the recalculation, deriving from the reverse stock split, of the numerical expressions of the privileges of the savings shares.
Eni and CDP Industria, shareholders who exercise joint control over Saipem, have irrevocably committed to subscribe all the newly issued ordinary shares in proportion to the overall stake held in Saipem, equal to 43% of the ordinary share capital.
In the context of the capital increase BNP PARIBAS, Citigroup Global Markets Limited, Deutsche Bank, HSBC, Intesa Sanpaolo | IMI Corporate & Investment Banking and UniCredit Bank AG, Milan Branch will act as Joint Global Coordinator and Joint Bookrunner on the basis of a pre-underwriting agreement concerning the commitment (at conditions in line with market practice for similar transactions ) to stipulate with the Company, near the start of the offer in option, a guarantee agreement for the subscription of any ordinary shares that may remain unsubscribed following the outcome of the offer on the stock exchange of the unexercised rights for a total amount equal to approximately 1,138 million euros.