Beni Stabili Board of Directors approves the payment of an interim dividend for the year 2018
Automatic adjustment of the merger exchange ratio in accordance with the Merger Plan
Beni Stabili announces that its Board of Directors met earlier today and approved the payment of an interim dividend in relation to the financial year 2018, pursuant to Art. 2433-bis of the Italian Civil Code, amounting to EUR 0.021369 per share, excluding the treasury shares held by Beni Stabili, for a total value of EUR 48,478,393.
In accordance with the provisions of the Merger Plan by way of absorption of Beni Stabili into Covivio (formerly Foncière des Régions), which was approved by the Extraordinary General Meetings of shareholders of Beni Stabili and Covivio on 5 and 6 September 2018, respectively, the payment of the interim dividend is aimed at complying, also for the year 2018, with the mandatory requirements of the special regime applicable to SIIQs (Società di Investimento Immobiliari Quotate).
The interim dividend will be paid starting from 19 December 2018, with record date being 18 December 2018 and ex-date 17 December 2018.
The interim balance sheet and the report drafted by the Board of Directors of Beni Stabili will be made available in accordance with the modalities provided by the laws and regulations applicable to Beni Stabili.
Beni Stabili and Covivio announce that, pursuant to the provisions of the Merger Plan and the automatic adjustment formulas provided therein, as a result of the interim dividend payment by Beni Stabili, the merger exchange ratio shall be adjusted automatically as follows:
8.245 Covivio shares for every 1,000 Beni Stabili shares (vs. initial ratio of 8.5 shares of Covivio for every 1,000 shares of Beni Stabili)
Covivio and Beni Stabili further announce that, on 22 November 2018, the public deed of merger was stipulated pursuant to Art. 2504 of the Italian Civil Code and Art. 12 of the Italian Legislative Decree no. 108/2008.
Following the issue, on 30 October and 22 November 2018 respectively, of the pre-merger certificates by the competent French and Italian authorities, the effectiveness of the merger, at 11:59 pm on 31 December 2018, from a legal, tax and accounting standpoint, remains subject to fulfilment (or the joint waiver by Covivio and Beni Stabili, to the extent permitted under applicable laws) of the following conditions precedent: (i) the delivery by a French competent authority of a legality certificate concerning completion of the merger; and (ii) the approval for listing on Euronext Paris of the Covivio shares to be issued and allotted to the holders of Beni Stabili shares.
The abovementioned conditions precedent are expected to occur during the first half of December. Further information will be made available in accordance with the applicable laws and regulations.
Finally, Covivio announces that a request for admission to listing on the Italian Mercato Telematico Azionario – MTA was filed with Borsa Italiana S.p.A. on 15 November 2018 in accordance with the provisions of the Merger Plan. Subject to Borsa Italiana’s admission, the shares of Covivio are expected to be traded on the MTA from 2 January 2019.
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