Press release disseminated upon the request and on behalf of Angelo Moratti S.a.p.A.
01 August 2013 - 1:27PM
Italian Regulatory (Text)
PRESS RELEASE OF ANGELO MORATTI S.A.P.A. DI GIAN MARCO MORATTI E
MASSIMO MORATTI Press release disseminated upon the request and on
behalf of Angelo Moratti S.a.p.A. di Gian Marco Moratti e Massimo
Moratti TOTAL NON-PROPORTIONAL DEMERGER OF ANGELO MORATTI S.A.P.A.
DI GIAN MARCO MORATTI E MASSIMO MORATTI NO EFFECT ON THE CONTROL
OF SARAS S.P.A. Milan, August 1, 2013. The board of directors of
Angelo Moratti S.a.p.A. di Gian Marco Moratti e Massimo Moratti has
approved the total non-proportional demerger plan of Angelo Moratti
S.a.p.A in favor of two newly-incorporated beneficiary companies,
each of which will be entirely owned respectively by Mr. Gian Marco
Moratti, Mr. Massimo Moratti and their sons who are currently
shareholders of Angelo Moratti S.a.p.A. As of the date of the
demerger plan, the assets and liabilities of Angelo Moratti
S.a.p.A. include, inter alia, no. 475,709,117 ordinary shares of
Saras S.p.A., representing 50.02% of the share capital of Saras
S.p.A. As a result of the demerger, all of the assets of Angelo
Moratti S.a.p.A., including the ordinary shares of Saras S.p.A.,
will be allocated to the two aforementioned beneficiary companies
in equal shares and Angelo Moratti S.a.p.A. will be dissolved. The
demerger is currently scheduled to be effective as of October 1,
2013. In order to ensure continuity with respect to the control of
Saras S.p.A., the beneficiary companies will enter into a
shareholders' agreement, which shall provide for the joint exercise
of voting rights concerning the ordinary shares of Saras and shall
provide that each of the beneficiary companies is restricted from
transferring to third parties, in whole or in part, its shares
without the consent of the other company. In addition, the
shareholders of the beneficiary companies will enter into another
shareholders' agreement which will restrict the transfer, in whole
or in part, to third parties of their shareholdings in such
companies.
Milan, August 1, 2013
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