Date: 2014-09-29
Type of information: Capital increase
Company: Molmed (Italy)
Investors: Société Générale (France)
Amount:
Funding type: capital increase
Planned used: The proceeds deriving from the Agreement will enable MolMed to increase the flexibility of its financial structure, by diversifying the funding sources aimed at satisfying the Company’s periodic liquidity needs over the term of the Agreement.
Others: * On 29 September 2014, MolMed announced the settlement of the first tranche of the share capital increase against payment, in one or more tranches, in divisible form, by and no later than 31 July 2016, without pre-emptive rights pursuant to Article 2441, fourth paragraph, second sentence of the Italian Civil Code, reserved to Société Générale in the context of the agreement named “SEF – Standby Equity Facility” entered into on 31 July 2014 between the Company and the same Société Générale. As already disclosed to the market on 26 September 2014, pursuant to the Agreement and in respect of the First Tranche SG has undertaken to subscribe for no. 3,080,670 MolMed ordinary shares, corresponding to 1.32% of the Company’s share capital, at a price equal to Euro 0.4887 per share (of which € 0.0471 represents capital and the remainder represents share premium), for an aggregate countervalue equal to € 1,505,524. As of today, therefore, the Company has issued no. 3,080,670 ordinary shares against the payment of the relevant consideration by Société Générale. The new share capital of MolMed will be equal to Euro 11,019,314.98, divided into no. 234,139,264 ordinary shares with no par value. Pursuant to the Agreement, Société Générale is not subject to any lock-up on the subscribed Shares and the Company has not executed any agreement with Société Générale for the resale of such shares on the market. No stock lending agreement or guarantee on the Shares is in place between the Company and Société Générale. It is reminded that the proceeds deriving from the Agreement will enable MolMed to increase the flexibility of its financial structure, by diversifying the funding sources aimed at satisfying the Company’s periodic liquidity needs over the term of the Agreement. The Shares issued in relation to the First Tranche, together with any ordinary shares issued in the 12 months * On 26 September 2014, MolMed announced to have submitted to Société Générale on 23 September 2014 an utilisation request concerning the subscription of a first tranche of the share capital increase without pre-emptive rights reserved to Société Générale , resolved by the Board of Directors held on 23 September 2014 on the basis of the authorization granted by the Extraordinary Shareholders’ Meeting held on 8 September 2014, pursuant to the agreement named “SEF – Standby Equity Facility” entered into on 31 July 2014 between the Company and Société Générale. As already disclosed to the market, pursuant to the Agreement Société Générale has undertaken to subscribe the Reserved Capital Increase upon submission of discretionary subscription requests from the Company at the terms and conditions specified in the Agreement. The subscription price of the Shares of the First Tranche, equal to Euro 0.4887 per Share (of which € 0.0471 represents capital and the remainder represents share premium), has been determined in the three trading days following the submission of the relevant Utilisation Request by MolMed (i.e., from 24 September 2014 to 26 September 2014 (included)), and is equal to 95% of the Volume Weighted Average Pric of the ordinary shares of the Company as calculated over such period.The settlement of the aforementioned transaction is scheduled for 29 September 2014. * On 23 September 2014, the Board of Directors of MolMed held resolved to exercise the power, granted to it pursuant to Article 2443 of the Italian Civil Code by the Extraordinary Shareholders’ Meeting held on September 8, 2014, to increase the share capital against payment, in one or more tranches, in divisible form, by and no later than 31 July 2016, without pre-emptive rights pursuant to
preceding the date of the Utilisation Request concerning the First Tranche, do not exceed 10% of the Company’s ordinary shares already admitted to trading on the Italian Stock Exchange on such date and, therefore, the First Tranche of the Reserved Capital Increase is exempt from the obligation to publish a listing prospectus pursuant to Article 57, first paragraph, letter a) of the regulation approved by CONSOB resolution no. 11971/1999.
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