FINANCIAL RELEASE
The Extraordinary Annual Meeting of the Shareholders of Dmail Group S.p.A. approved:
- Amendments to the company's articles of association
- Increase in capital of 15 million euro in combination with a free warrant for each newly issued share
Milan, 11 May 2012 - An extraordinary session of the Annual General Meeting of the Shareholders of Dmail Group S.p.A., company listed in the Star segment of Borsa Italiana, chaired by Andrea Zanone Poma, was held earlier today following the postponement resolution passed by the Shareholders during the Annual General Meeting held, on second call, on 7 May 2012.
The Extraordinary meeting of Dmail Group S.p.A. resolved as
follows: (i) to eliminate the nominal value of the ordinary
shares of Dmail Group S.p.A., pursuant to Articles 2328 and
2346 of the Italian Civil Code and (ii) to unify, at the date
determined in agreement with Borsa Italiana S.p.A. and any
other Authority having jurisdiction, under one ordinary share
with regular outstanding dividend-right shares any 5 (five)
ordinary shares held, without proceeding, in the absence of a
nominal value, to the reduction of the share capital, which
will therefore be divided into 1,530,000 (one million five
hundred and thirty thousand) ordinary shares.
With reference to the appropriate actions to be pursued under
Article 2446 of the Italian Civil Code, the Extraordinary
Meeting of the Shareholders of Dmail Group S.p.A., based on
the amendment proposals put forward by the Company's
Shareholders, resolved to proceed with an increase in
capital, with share issue by payment and in tranches, for an
overall total of Euro 15,000,000.00, before 31 December 2012,
through the issue of new ordinary shares without nominal
value, common stock in combination with warrants free of
charge, to be optioned (a warrant every newly issued share)
to the shareholders pursuant to Article 2441 (1) of the
Italian Civil Code and simultaneous increase of the share
capital, by payment and in tranches for a total of Euro
15,000,000.00, to be carried out by 31 December 2015,
covering the exercise of the warrants. Warrants may be
exercised at any time after the 120th day following the
earlier between the date of 31 December 2012 or the execution
date of the capital increase approved by the Shareholders at
the extraordinary meeting held earlier today and until 15
December 2015.
The Meeting has also resolved to confer, among other things,
upon the Board of Directors, any widest powers, which may not
be delegated, for the execution, including in more than one
tranche, of the aforementioned capital increase and, in
particular: (a) define the issue price of new ordinary shares
arising from the capital increase and to be offered in option
to the shareholders pursuant to Article 2441 (1) of the
Italian Civil Code and the relevant premium, to be determined
in proximity of optioned offer; and (b) define the exercise
price of the warrants and, therefore, the issue price of the
relevant shares and their premium, the sum of which may in no
event be lower than the issue price of ordinary shares
arising from the capital increase offered in option to the
shareholders for the purposes of Article 2441 (1) of the
Italian Civil Code, and the relevant premium, and define the
maximum number of ordinary shares to be issued to cover the
warrants and the relevant exercise ratio.
Option rights which are not exercised during the relevant
offer period shall be offered in the Stock Exchange by
the
Company for at least five open market days, pursuant to
Article 2441 (3) of the Italian Civil Code.
It should also be pointed out that, subject to the company
entering into an agreement with the credit institutions
regarding the renegotiation of the existing loans, the
shareholders Smalg S.p.A., Norfin S.p.A. and Banfort
Consultadoria e Servicos Lda irrevocably undertook to pay a
share of the capital increase to be optioned out to the
shareholders under Article 2441 (1) of the Italian Civil
Code, for a total of approximately Euro 4.2 million (in
particular Smalg S.p.A. already undertook to subscribe Euro
2.6 million, Norfin S.p.A. Euro 1.4 million and Banfort
Consultadoria e Servicos Lda Euro 0.2 million).
It is also worth pointing out that on 2 May 2012, CONSOB
transmitted to the Company a request for disclosures to be
provided during the Meeting pursuant to Article 114 (5) of
Legislative Decree no. 58/98. Earlier today a new notice was
given of the disclosures provided during the Meeting of 7 May
2012. For further information on the content of such
disclosures reference should be made to the press release
already issued on 7 May 2012 and available on the website of
the Company www.dmailgroup.it, Section
"Financial Releases".
Dmail Group S.p.A. Image Building S.r.l.
Francesco Berti Simona Raffaelli, Alfredo Mele, Valentina Bergamelli
Investor Relator Media Relations Tel. 02 5522941 Tel. 02 89011300 investor.relations@dmailgroup.it dmail@imagebuilding.it
Dmail Group S.p.A., listed in the Star segment of Borsa Italiana, conducts its business in the segments of Media Commerce and
Local Media.
In the Media Commerce area, the Group is leader in the direct, multi-channel sales, particularly online, in Italy and abroad, of
innovative and good value products branded "Dmail - Idee utili e introvabili - www.dmail.it", "Dcomfort - Idee per vivere meglio - www.dcomfort.it", "DGarden - Idee per vivere il tuo spazio verde - www.dgarden.it", "DPets - Idee per chi ama gli animali" - www.dpets.it".
The publishing activities are managed through Dmedia Group, which controls Netweek, the first local media network in Northern Italy. Consisting of 42 local publications, Netweek has a circulation of 600 thousand copies and more than 3.5 million weekly readers. Dmedia also publishes the Netweek.it website, the local news portal. Further information on the company is available on the website: www.dmailgroup.it.
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