RIGHTS ISSUE PRICE SET
The Board of Directors agreed the final conditions for the rights issue, in accordance with the
proxy conferred by the general meeting on 12 May 2014:
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Issue of a maximum of 177,611,564 shares with a face value of 0.10 euros each as a rights
issue available to Shareholders, at a price per share of 0.224 euros (0.124 euros of which
being the share premium);
-
Offering intended for all shareholders of the Company's category A and B ordinary
shares, proportionate to each shareholder's holding, with a subscription ratio of 169 new
shares to every 100 Class Editori category A or B ordinary shares held;
-
Subject to the necessary authorisations being issued, offer period from 30 June 2014 to 18
July 2014 and trading period for option rights on the stock market from 30 June 2014 to
11 July 2014.
Milan, 24 June 2014 – In accordance with the resolution passed by the Class Editori S.p.A. (“Class”)
shareholders' Extraordinary General Meeting held on 12 May 2014, and entered in the Milan Register of
Companies on 22/05/2014, on this date the Company's Board of Directors, using the proxy conferred on
it pursuant to article 2443 of the Civil Code resolved: (i) To increase its share capital, through payment
and by splitting shares, by a maximum of 39,784,990.34 euros with the issue of a maximum of
177,611,564 new ordinary shares with a face value of 0.10 euros, with normal dividend entitlement,
through a rights issue to Shareholders, at a price per share of 0.224 euros (0.124 euros of which being
the share premium); the rights issue is intended for all holders of the Company's category A and B
ordinary shares, proportionate to each shareholder's holding, with a subscription ratio of 169 new
shares to each 100 Class Editori category A or B ordinary shares held; (ii) To establish that, subject to
the necessary authorisations being issued at the appropriate time by the competent Authorities, the
option rights shall be exercised between 30 June 2014 and 18 July 2014 (inclusive) (the “Offer Period”)
and these rights shall be tradable on the stock market during the period between 30 June 2014 and 11
July 2014 (inclusive). Option Rights not exercised by the end of the Offer Period shall be offered on the
stock market by the Company within the month following the end of the Offer Period, for at least five
days on the open market, pursuant to article 2441, paragraph 3 of the Civil Code (the “Stock Market
Offering”). The latest Class share price, as of 24 June, is 0.354 euros.
The Rights Issue was agreed in the context of a wider, structured manoeuvre to preserve the
Company's economic and financial balance and cash generation profile, through the implementation of
the Strategic Plan. The income from the Issue will be used by the Company to meet the requirements
and investments planned for the period, such as strengthening the digital product offer for all the new
media, launching new platforms separate from the print media, apps for tablets, new e-commerce
projects (also in China with the CCIG Mall B2B platform, and the continually expanding development
of technology and equipment for TV, both traditional (satellite and digital terrestrial) and for out-ofhome TV.
On 11 June 2014, the shareholders Euroclass Multimedia Holding SA and Paolo Panerai announced
their irrevocable and unconditional commitment to subscribe for their relevant quotas of the Rights
Issue, equal, respectively, to 46.061% and 12.4%, and for any remaining rights left over after the end of
the Stock Market Offering up to a total countervalue of a maximum of 35 million euros.
The public will be given suitable information about the publication of the Prospectus relating to the
rights issue of Class Editori ordinary shares and the admission for trading of these shares on the
Mercato Telematico Azionario (electronic stock market) organised and managed by Borsa Italiana
S.p.A., together with the terms and conditions in accordance with the applicable laws and regulations,
through the publication of a special notice. This release is available on the Class Editori website,
www.classeditori.it.
For further information, please contact:
Gian Marco Giura
Class Editori
Tel: 02-58219395 / Email: [email protected]