Determination of the consideration pursuant to Article 50, paragraph 11, of the Regulation adopted by CONSOB with resolution No. 11971 of May 14, 1999, as subsequently amended and supplemented (the “Issuers’ Regulation”) and approval of the information document relating to the procedure for the fulfilment of the obligation to purchase pursuant to Article 108, paragraph 2, of Legislative Decree No. 58 of February 24, 1998, as subsequently amended and supplemented (the “TUF”) promoted by Hitachi Rail Italy Investments S.r.l. on the ordinary shares of Ansaldo STS S.p.A.
With reference to the procedure for the fulfilment of the obligation to purchase (the “Obligation to Purchase”) pursuant to Article 108, paragraph 2, of the TUF, to be carried out by Hitachi Rail Italy Investments S.r.l. (“HRII”) and concerning No. 17,584,681 ordinary shares of Ansaldo STS S.p.A. (the “Issuer” or “Ansaldo STS”), representing 8.792% of the Issuer’s share capital (the “Procedure”), disclosed to the market on November 22, 2018 pursuant to Article 50, paragraph 1, of the Issuers’ Regulation, it is hereby announced as follows.
With resolution No. 20738 of December 12, 2018 (available to the public on CONSOB’s website, www.consob.it), CONSOB, in compliance with Article 50, paragraphs 7 and 11, of the Issuers’ Regulation, has determined the consideration for the fulfilment of the Obligation to Purchase in Euro 12.70 for each share of Ansaldo STS tendered in the Procedure (the “Consideration”).
With resolution No. 20739 of December 12, 2018, CONSOB has also approved the information document prepared by HRII pursuant to Article 50-quinquies, paragraph 4, of the Issuers’ Regulation (the “Information Document”), which will be published prior to the commencement of the period for the submission of sale requests in the context of the Procedure.
The abovementioned publication and the methods of distribution of the Information Document will be disclosed to the public by means of a press release.
Please note that the Consideration that will be paid in cash by HRII for each share of Ansaldo STS tendered in the Procedure, as determined by CONSOB with resolution No. 20738 of December 12, 2018, is equal to Euro 12.70. The payment of the Consideration will take place on the fifth trading day following the end of the Period for the Submission of Sale Requests (as defined below), and, therefore, on January 25, 2019, subject to extensions, at the same time as the transfer to HRII of the ownership title of the shares tendered in the Procedure.
The total maximum amount that will be paid by HRII, in case all of the shares of Ansaldo STS subject to the Procedure are tendered, is equal to Euro 223,325,448.70.
Finally, please note that, pursuant to Article 50-quinquies, paragraph 1, of the Issuers’ Regulation, the period for the submission of sale requests in the context of the Procedure, agreed with Borsa Italiana S.p.A., will commence at 8:30 a.m. (Italian time) on December 17, 2018 (inclusive) and end at 5:30 p.m. on January 18, 2019 (inclusive), unless such period is extended (the “Period for the Submission of Sale Requests”).
In the absence of any extension, January 18, 2019 will be, therefore, the closing date of the Procedure.