Merger with Beni Stabili: satisfaction of all the conditions precedent

Satisfaction of all the conditions precedent to the completion of the merger of Beni Stabili into Covivio

Effectiveness of the merger on 31 December 2018

Covivio shares admitted to listing on the Italian MTA


Further to the press release issued on 28 November 2018 and following the delivery of the merger legality certificate, Euronext has issued a notice confirming the admission to trading on Euronext Paris from 2 January 2019 of the new shares of Covivio that will be issued and allotted to the Beni Stabili shareholders within the context of the merger.

Therefore, after the issue of the abovementioned notice, the last of the conditions precedent provided in the Merger Plan for the transaction to become effective has occurred.

It is hereby reminded that, in accordance with the Merger Plan, the merger shall be effective on 31 December 2018 at 11:59 pm from a legal, tax and accounting standpoint, based on an exchange ratio of 8.245 shares of Covivio for every 1,000 shares of Beni Stabili.

On the merger effective date, taking into account the issue of Covivio’s new shares to serve the merger exchange in favour of Beni Stabili’s shareholders, Covivio’s share capital will be EUR 248,708,694, consisting of No. 82,902,898 ordinary shares, each with a par value of EUR 3.00.

Furthermore, by virtue of the decision no. 8522 of 14 December 2018, Borsa Italiana has admitted the Covivio’s ordinary shares to listing on the Italian Mercato Telematico Azionario (MTA). It is expected that the shares will be admitted to trading on the same MTA starting from 2 January 2019.

Allotment procedure of the newly issued shares of Covivio

The last trading dates of Beni Stabili shares will be, respectively, (i) December 28, 2018 (included), on the MTA stock market and (ii) December 31. 2018 (included), on the Euronext Paris stock market.

The allotment procedure of the new Covivio shares to be delivered to Beni Stabili shareholders will be carried out through Monte Titoli S.p.A. based on the records on the relevant securities accounts as at January 3, 2019, and will be completed on January 4, 2019, in compliance with the ordinary operational procedures.

Procedure governing fractional shares

Pursuant to the Merger Plan, any shareholder of Beni Stabili who does not hold on the Effective Date a sufficient number of Beni Stabili shares to receive a whole number of new Covivio shares will be entitled to receive, in addition to the whole number of Covivio shares resulting from the Exchange Ratio, a cash consideration as a settlement for such fractional entitlements to Covivio shares.

In order to procure the funds to settle the fractional entitlements to Covivio shares, a financial intermediary has been appointed by Covivio in order to implement a global sale on Euronext Paris of the new Covivio shares corresponding to fractional entitlement to Covivio shares.

The net proceeds from such sale will be allocated among the former Beni Stabili shareholders, pro-rata to their rights to fractional entitlement to Covivio shares, it being specified that the amount will be net of any trading fees and any other fees which would relate to the sale of the new Covivio shares.

The amount will be paid to each eligible shareholder within a period of 30 days as from 4 January, 2019



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