how to participate
1. Who can participate in the Offer?
The Offer is addressed indiscriminately and on equal terms to all holders of shares of Atlantia S.p.A..
2. What is the procedure to participate in the Offer?
In order to participate in the Offer the Share Acceptance Form (according to the procedures and methods indicated by the Intermediaries Appointed, including remote acceptance methods) must be signed and duly completed in its entirety, accompanied by the deposit of the Shares with said Intermediary Appointed to Coordinate the Collection of Acceptances.
The tendering of shares may take place on each Trading Day during the Acceptance Period.
Whoever intends to tender their shares to the Offer must be a holder of dematerialized shares and must contact their respective intermediary to receive the appropriate instructions to tender to the Offer.
3. When is the Offer Acceptance Period?
The acceptance period to the Offer will start on 10 October 2022 and will end on 11 November 2022 (inclusive) and will therefore consist of 25 trading days (unless extended). As a result, 11 November 2022 will be the last day to accept the Offer, unless the Acceptance Period is extended, and without prejudice to the possible Reopening of the Terms.
If legal grounds are met, the Acceptance Period will be reopened for five consecutive trading days starting from the trading day following the Payment Date and, therefore (unless the Acceptance Period is extended) for the trading sessions of 21, 22, 23, 24 and 25 November 2022.
4. Is it possible to revoke the tendering of shares?
The tendering of shares to the Offer by shareholders is irrevocable (unless another competitive takeover bid is launched).
5. What happens if I tender my shares?
Subject to the conditions of the Offer being satisfied or waived, the Offeror will pay consideration equal to Euro 23.00 for each share tendered to the Offer.
6. When will the Consideration be paid?
Payment of the Consideration for shares tendered in the Offer during the Acceptance Period will be made on 18 November 2022 (unless extended).
The payment of the Consideration payment date related to for the shares tendered in the Offer during the Reopening of the Terms (if any) will be on 2 December 2022 (unless extended).
7. What happens if I do not tender my shares?
The objective of the Offer is to achieve the Delisting of Atlantia shares, i.e., the delisting of the Shares from Euronext Milan. Thus, Atlantia shareholders could find themselves facing one of the following scenarios, including the risk of eventually holding financial instruments not traded on any regulated market:
A) The Offeror reaches a shareholding greater than 90% but less than 95% of the Issuer’s share capital
If, following the outcome of the Offer, together with the persons acting in concert and taking into account any other shares acquired by the Offeror or persons acting in concert outside of the Offer in accordance with the applicable laws and regulations, including the possible reopening of the Acceptance Period or any extension of the Acceptance Period in accordance with applicable laws, the Offeror comes to hold a total stake greater than 90%, but less than 95%, of the Issuer’s share capital, the Offeror intends not to restore a free float amount sufficient to ensure the regular trading of the shares.
Provided the conditions are met, the Offeror will, therefore, fulfill its obligation to acquire the remaining shares from the Issuer’s shareholders who have so requested in accordance with Article 108, paragraph 2, of the TUF (the “Purchase Obligation”).
It should be noted that, if the conditions for the Purchase Obligation are met, Borsa Italiana will order the Delisting of Atlantia shares. Therefore, following the fulfillment of the Purchase Obligation, the shares will be delisted and Atlantia’s shareholders who have decided not to tender their shares to the Offer and who have not requested the Offeror to acquire their shares pursuant to the Purchase Obligation, will hold financial instruments not traded on any regulated market, with consequent difficulties in liquidating their investment in the future.
B) The Offeror reaches a total shareholding of at least 95% of the Issuer’s share capital
In the event that, following the outcome of the Offer, together with the persons acting in concert and taking into account any other shares acquired by the Offeror or persons acting in concert outside of the Offer in accordance with the applicable laws and regulations, including the possible Reopening of the Acceptance Period or any extension of the Acceptance Period in accordance with applicable laws, the Offeror comes to hold an overall stake of at least 95% of the Issuer’s share capital, the Offeror intends to exercise the right to purchase the remaining shares under Article 111 of the TUF (the “Right to Purchase”).
It should be noted that, if the conditions for the Right to Purchase are met, Borsa Italiana will order the Delisting of Atlantia shares. If the conditions are met, by exercising the Right to Purchase, the Offeror will also fulfill the purchase obligation under Article 108, paragraph 1, of the TUF vis-à-vis the Issuer’s shareholders who have requested it.
C) Further possible scenarios
In the event the Delisting is not achieved upon completion of the Offer (including the Reopening of the Acceptance Period, if any, or the potential extension of the Acceptance Period in accordance with applicable laws):
- there may be a shortage of free float such as not to ensure the regular trading of the shares of the Issuer and Borsa Italiana may order the suspension from trading of Atlantia’s shares and/or the Delisting pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulation; in such a case, the Offeror intends not to restore a sufficient free float to ensure the regular course of the trading of the Issuer’s shares;
- the Offeror reserves in any event the right to achieve the Delisting through the Delisting Merger. In such a case, the Issuer’s shareholders who did not vote in favor of the resolution approving the Delisting Merger would have the right to withdraw pursuant to Article 2437-quinquies of the Italian Civil Code, since they would receive in exchange shares that are not listed on a regulated market. Should the withdrawal right be exercised, the liquidation value of the shares subject to withdrawal will be determined pursuant to Article 2437-ter, paragraph 3, of the Italian Civil Code, by reference to the arithmetic average of the closing prices during the 6 (six) months preceding the publication of the notice of call of the shareholders’ meeting called to approve the Delisting Merger. The Delisting Merger will also be assessed in order to achieve a shortening of the chain of control and could result in the applicability of Article 2501-bis of the Italian Civil Code.
8. Where can I find additional information regarding the Offer?
All notices and documents regarding the Offer are available in the Documents section of this site and on the Global Information Agent’s website www.morrowsodali-transactions.com.