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The sale of 35% of Saras to Vitol, announced on 11 February, is proceeding, which will lead to the exit of the Moratti family from the oil group founded by the founder Angelo Moratti. As stated in a note from Saras, on behalf of Vitol, the Presidency of the Council of Ministers has issued a decree regarding the exercise of special powers (golden power) containing provisions that do not prevent the completion of the operation.
Obtaining the decree is one of the necessary regulatory authorizations on which the completion of the operation is conditional, therefore one of the relevant conditions precedent for completion is fulfilled. To date, Vitol holds approximately 10.461% of Saras’ share capital. At closing, Vitol will hold approximately 45.48% (plus any additional shares purchased in the meantime) and will launch a mandatory takeover bid on the outstanding share capital. The mandatory takeover bid will be at the same price per share as the operation, i.e. 1.75 euros, possibly adjusted downwards to take into account any dividend distributions.
The operation
Last February 20, Consob announced that the Swiss-Dutch giant Vitol had acquired 4.6% of the Moratti family company in the Angel Capital Management portfolio; on 11 February, in a note, the company announced that the Moratti family had stipulated a purchase and sale contract with Vitol on the basis of which it had undertaken to sell Saras shares representing approximately 35% of the share capital, at a price equal to 1.75 euros per share. The share can rise to 40% with the commitment of one of the holding companies, Angel Capital Management, to sell to Vitol any Saras shares that Acm could receive on the basis of the existing funded collar derivative contract, concerning approximately 5 % of Saras share capital. The operation will give rise to an obligation to promote a mandatory takeover bid on Saras’ share capital, which will be promoted by Vitol at the same price. The objective of the takeover bid is to obtain the revocation of Saras ordinary shares from listing and trading on Euronext Milan.
