The board of directors of Fincantieri has set the definitive terms and conditions of the capital increase under option, capital increase under option for a total maximum amount of 400 million euros and of the capital increase warrant for a maximum total amount of 100 million euros, approved last June 11th.
In particular, the board of directors has determined: 2.62 euros for each new share the price at which the Fincantieri shares deriving from the capital increase under option will be offered, to be attributed as much as 0.10 euros to the share capital and as much as 2.52 euros to the share premium, and has consequently resolved to issue maximum no. 152,419,410 new shares (with the same number of Warrants combined free of charge), to be offered as an option to shareholders in the ratio of n. 9 new shares for every n. 10 Fincantieri shares held.
Furthermore, the board of directors has determined in 4.44 euros is the subscription price of each conversion share (the “exercise price of the Warrants”), to be attributed as much as 0.10 euros to the share capital and as much as 4.34 euros to the share premium, as well as setting the exercise ratio at n. 5 compendium shares for each n. 34 Warrants exercisedresolving to issue maximum no. 22,414,615 conversion shares.
The subscription price of the new shares incorporates a discount equal to 32.2% compared to the theoretical ex-rights price of Fincantieri shares, calculated according to current methodologies, based on the closing price of Fincantieri shares on the Italian Stock Exchange on 20 June 2024 (the “Terp”).
The exercise price of the Warrants incorporates a premium of 14.9% compared to the Terp.
The overall value of the offer will therefore be equal to maximums EUR 399,338,854.20while the maximum amount of the Warrant capital increase will be equal to maximums 99,520,890.60 euros.
The option rights for the subscription of the new shares are exercisable from 24 June 2024 to 11 July 2024, negotiable on Euronext Milan from 24 June 2024 to 5 July 2024. The exercisable and negotiable option rights amount to n. 169,354,900. The Warrants will circulate separately starting from the respective issue date. The start date of trading of the Warrants will be set by Borsa Italiana with a specific notice.
Fincantieri has signed the guarantee contract (underwriting contract) relating to the capital increase under option. In particular, Bnp Paribas, Intesa Sanpaolo, Jefferies GmbH, JP Morgan and Mediobanca – Banca di Credito Finanziario, have undertaken, separately from each other and without any solidarity obligation, to sign the any new shares remaining unexercised at the end of the offer on the stock exchange up to the total amount of €113,510,677.32, equal to difference between the overall value of the offer and the quota of €285,828,176.88subject to the subscription commitment of the majority shareholder Cdp Equity spa hired on 9 May 2024.
