OPTIONAL OFFER TO SHAREHOLDERS WITH A MAXIMUM OF No. 20,455,019 OBLIGATIONS “CHL 6.00% 2014-2018 CONVERTIBLE”
DESCRIPTION OF THE OPERATION
The optional offer was determined by the Board of Directors on the basis of the delegation discussed on the Extraordinary Shareholders’ Meeting on June 12, 2013.
The issuance of obligatory convertible bonds in newly issued CHL ordinary shares, which have the same characteristics of those already being disseminated, with a maximum amount of 10,227,509.50 Euros, will be an optional offer for shareholders in the ratio of 1 convertible bond on every 11 ordinary shares owned, at a price of 0.50 Euros per bond. Memberships will be effectuated through the subscription to modules which have been customised by intermediaries.
Start date: February 24th, 2014
Rights will be traded from: February 24th, 2014 to March 14th, 2014
Subscription Period From: March 17th, 2014 to March 21st, 2014
Date of the Operation: March 21st, 2014
The rights of option which have not been implemented by March 21th, 2014 will be offered on the stock exchange, pursuant to Article 2441, third paragraph of the Civil Code.
HEDGE OF 6%
CHL Convertible Bonds have a gross annual interest on the nominal amount of 6%.
20% GUARANTEED DISCOUNT ON SHIFTING CONDITIONS OF CHL
In favour of bondholders who decide to convert the Bonds into CHL Shares, a 20% discount will be applied to the price of the CHL Shares calculated during the Detection Period.
a) Reimbursement Procedure: The Bond Loan, which equals to 0.50 Euro for each Bond, will be repaid in 5 postponed rates (each date, “Reimbursement Date”) from June 30th, 2014 and specifically:
- 20% of the Issued Nominal Value, equal to 0.10 Euros for each Bond, on June 30th, 2014 (the “First Reimbursement Date”);
- 20% of the Issued Nominal Value, equal to 0.10 Euros for each Bond, on June 30th, 2015 (the “Second Reimbursement Date”);
- 20% of the Issued Nominal Value, equal to 0.10 Euros for each Bond, on June 30th, 2016 (the “Third Reimbursement Date”);
- 20% of the Issued Nominal Value, equal to 0.10 Euros for each Bond, on June 30th, 2017 (the “Fourth Reimbursement Date”);
- 20% of the Issued Nominal Value, equal to 0.10 Euros for each Bond, on June 30th, 2018 (the “Fifth Reimbursement Date”).
b) Conversion Means: Bondholders may, in lieu of cash reimbursement, obtain conversion into CHL Shares. The Conversion law may be implemented by submitting a specific request in the Conversion Period from June 1st to June 22nd of each year.
c) 20% Discount: at each Reimbursement/Conversion Date, CHL will issue bondholders who have submitted a valid Conversion Request with a number of Shares with a discounted value of 20% on the price determined in the Recognition Period
d) Price establishment at each Conversion Period: the number of Shares will be obtained from the division between (a) the nominal value of outstanding Shares and (b) the biased arithmetic mean of the official CHL Shares, calculated over the period between the fourteenth (inclusive) and the fifth (inclusive) Day of Open Exchange prior to the beginning of the relevant Conversion Period (the “Detection Period”), applying a 20% discount (the “Conversion Price”).
SUMMARY OF THE CODES
Right of option
Right of option (coupon order No. 8) IT0004983307
Actions Ord. cum option (coupon No. 8) god. 01/01/2013 IT0001446613
Former option titles
Actions Ord. former option (coupon No. 9) god. 01/01/2013 IT0001446613
Bonds “CHL 6.00% 2014-2018 convertible” IT0004982770
The regulation will have to occur with figures on March 21st, 2014.
The underwritten bonds will be credited to the accounts of the intermediaries acceding to the centralised management system managed by Monte Titoli S.p.A. at the end of the accounting day of the last day of the offer period and will therefore be available from the subsequent settlement day.
The Informative Prospectus containing information regarding the Offer is available at CHL S.p.A.’s head office in Florence, Via Marconi n. 128 and at the Italian S;tock Exchange in Milan, Piazza degli Affari n. 6. The prospectus is also available on the Company’s website at www.chl.it
A toll free number 800 74 80 88 was set up for all holders of CHL titles