Capital increase: conclusion of the period for the exercise of the option rights purchased during the auction
San Donato Milanese (MI), 14 July 2022 – Further to the press release dated July 13, 2022, Saipem S.p.A. (“Saipem” or the “Company”) announces that the period for the exercise of the option rights relating to the shares to be issued in the non-divisible capital increase against payment, for an amount including share premium of Euro 1,999,993,686.59 (amount of Euro 2 billion rounded down after determining the offer price and the number of new shares to be issued), approved by the Board of Directors of the Company on June 21, 2022, pursuant to the authorization granted by the Extraordinary Shareholders’ Meeting held on May 17, 2022 pursuant to article 2443 of the Italian Civil Code (the “Capital Increase”), has ended today.
In particular, following the sale during the stock exchange trading sessions of July 12 and 13, 2022 of no. 2,052,446 option rights not exercised during the option period (the “Unexercised Rights”) and the expiration of the period provided for the exercise of such rights, no. 12,261,270 newly issued ordinary shares of Saipem were subscribed for a total consideration of Euro 12,420,666.51.
Taking into account that during the option period, which began on June 27, 2022 and expired at 1:00 p.m. CEST on July 11, 2022, inclusive (the “Option Period”), 14,498,312 option rights were exercised for the subscription of no. 1,377,339,640 newly issued shares, a total of no. 1,389,600,910 newly issued shares have been subscribed, representing approximately 70.4% of the newly issued shares offered in the context of the Capital Increase, for a total amount of Euro 1,407,665,721.83.
In consideration of the foregoing, it is expected that the remaining no. 584,726,520 newly issued shares, for a total consideration of Euro 592,327,964.76, will be subscribed by BNP PARIBAS, Citigroup, Deutsche Bank, HSBC, Intesa Sanpaolo and UniCredit (as joint global coordinators) (the “Joint Global Coordinators”) and ABN AMRO, Banca Akros - Gruppo Banco BPM, Banco Santander, Barclays, BPER, Goldman Sachs International, Société Générale and Stifel (as joint bookrunners) (the “Joint Bookrunners” and, together with the Joint Global Coordinators, the “Underwriters”) pursuant to the underwriting agreement signed on June 21, 2022.
As a result of this subscription by the Underwriters, the capital increase involving no. 1,974,327,430 New Shares will be therefore fully subscribed for a total consideration of Euro 1,999,993,686.59 (of which Euro 41,460,876.03 is share capital and Euro 1,958,532,810.56 is share premium).
The communication on the final outcome of the Capital Increase will be announced to the public by the Company through a press release by the market opening on July 15, 2022.
Saipem S.p.A.
These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the “Securities”) of Saipem S.p.A. (the “Company”) in the United States or any other jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. The Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Securities have not been, and will not be, registered under the Securities Act. There will be no public offer of securities in the United States.
In any Member State of the European Economic Area, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of Regulation (EU) 2017/1129, and
no person that is not a qualified investor may act or rely on these materials or any of its contents.
In the United Kingdom, this communication is being distributed to and is directed only at qualified investors, within the meaning under Article 2(e) of Regulation (EU) 2017/1129 as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 as amended from time to time, who are also (i) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, or other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order, (all such persons together being referred to as “relevant persons”). The Securities are only available in the United Kingdom to, and any invitation, offer or agreement to purchase or otherwise acquire the Securities will be engaged in only with, the relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this communication or any of its contents.
Saipem is an advanced technological and engineering platform for the design, construction and operation of safe and sustainable complex infrastructure and plants. Saipem has always been oriented towards technological innovation and is currently committed, alongside its clients, on the frontline of energy transition with increasingly digitalised tools, technologies and processes that were devised from the outset with environmental sustainability in mind. It is listed on the Milan stock exchange and operates in 70 countries around the world with 32 thousand employees from 130 different nationalities.
Website: www.saipem.com
Switchboard: +39 0244231
Media relations
E-mail: media.relations@saipem.com
Investor Relations
E-mail: investor.relations@saipem.com
Contact point for retail investors
E-mail: segreteria.societaria@saipem.com
pdf - 12-2022