Provisional Results of the Tender Offer promoted by Rosneft JV Projects S.A. on Saras S.p.A. ordinary shares
14 Juni 2013 - 7:00PM
Italian Regulatory (Text)
Rosneft JV Projects S.A.
Société Anonyme 16, Allée Marconi  Luxemburg R.C.S. Luxembourg B
167491
PRESS RELEASE PROVISIONAL RESULTS OF THE VOLUNTARY PARTIAL PUBLIC
TENDER OFFER PROMOTED BY ROSNEFT JV PROJECTS S.A. ON THE ORDINARY
SHARES OF SARAS S.P.A Â RAFFINERIE SARDE The acceptance period of
the tender offer has ended today; On the basis of the provisional
results, no. 213,796,505 of Saras S.p.A. Â Raffinerie Sarde
ordinary shares, equal to 22.48% of the issued corporate capital of
the same company, have been tendered in acceptance of the tender
offer; As the number of shares tendered in acceptance of the tender
offer is higher than the no. 69,310,933 shares which represent the
maximum amount of the tender offer, the shares tendered in
acceptance of the tender offer will be allocated pursuant to the
following pro-rata allotment coefficient: 0.32419; Rosneft JV
Projects S.A. will hold in aggregate no. 199,601,816 ordinary
shares of Saras S.p.A. Â Raffinerie Sarde, equal to 20.99% of the
share capital of the latter; The consideration will be paid by
Rosneft JV Projects S.A. on 19 June 2013.
Rome, 14 June 2013 - Rosneft JV Projects S.A. (the "Bidder")
announces that on today's date, the acceptance period of the
voluntary partial public tender offer (the "Offer") promoted by the
said Bidder over a maximum of no. 69,310,933 ordinary shares of
Saras S.p.A. Â Raffinerie Sarde ("Saras S.p.A." or also the
"Issuer"), representing approximately 7,29% of the corporate
capital of the latter, in accordance with article 102 of the
Legislative Decree 24 February 1998, n. 58, as subsequently
amended, has ended. On the basis of the provisional results
notified by BNP Paribas Securities Services  Milan Branch, also on
behalf of Banca Akros S.p.A., as intermediary in charge of
coordinating the collection of acceptances, no. 213,796,505
ordinary shares of Saras S.p.A have been tendered to the Offer,
equal to 22.48% of the issued corporate capital of the said
company, and 308.46% of the ordinary shares object of the Offer. As
the number of shares tendered in acceptance of the Offer is higher
than the no. 69,310,933 shares which represent the maximum amount
of the Offer, the shares tendered will be allocated pursuant to the
pro-rata method described in the Offer Document, through a pro-rata
allotment coefficient equal to 0.32419. Therefore, the Bidder will
purchase no. 69,310,933 shares (the "Shares"), for an overall value
of EUR 94,955,978.21, while the remaining no. 144,485,572 shares
tendered in acceptance of the Offer which will not purchased under
the Offer following the allotment procedure, will be returned to
the relevant shareholders, without any costs or other expenses, by
18 June 2013.
Considering the shares purchased following the Offer, added to
those already held by the Bidder, equal to approximately 13.70% of
the corporate capital of Saras S.p.A., the Bidder will come to hold
no. 199,601,816 ordinary shares of Saras S.p.A., representing
approximately 20,99% of the corporate capital of the same. As a
consequence, in the light of the full acceptance of the Offer,
there are no conditions for the reopening of the terms under
article 40-bis, paragraph 1, lett. b) of the Consob Regulation no.
11971 of 14 May 1999. By the present press release it is also
announced that the condition indicated in paragraph A.1 of the
offer document approved by Consob with resolution no. 18549 of the
17 May 2013 (the "Offer Document"), has been satisfied. Such
condition was represented by "the non-occurrence, within the end of
the acceptance period, of a material adverse event of a physical
nature at the refinery or cogeneration plants of Saras S.p.A. in
Sarroch (CA) which causes, in the immediate or reasonably near
future, extremely material adverse effects on the long-term value
of the Issuer, out of the Bidder's control". Therefore, in the
light of the above, the Offer has become fully effective and, thus,
the Bidder: on 19 June 2013, following simultaneous transfer of the
full ownership of the Shares tendered to the Offer, will pay to the
accepting parties the cash consideration equal to Euro 1.370 per
share;
The final results of the Offer will be set out in a notice to be
published - in accordance with Article 41, paragraph 6, of CONSOB
Regulation No. 14 May 1999, n. 11971 - on a national newspaper on
18 June, 2013.
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