Saipem’s board of directors exercised the mandate to increase the share capital indivisibly by 2 billion euros. The share capital increase will take place through the issue of 1,974,327,430 Saipem ordinary shares, with no nominal value expressed, with regular entitlement and the same characteristics as Saipem ordinary shares already in circulation, to be offered in option to ordinary and savings shareholders in the ratio 95 new shares for every 1 ordinary or savings share held, at the subscription price of € 1.013 for each new share, to be attributed as regards € 0.021 to share capital and € 0.992 to the share premium.
The issue price
The issue price of the new shares incorporates a discount of approximately 30% with respect to the theoretical ex right price (TERP) of Saipem ordinary shares based on the reference price of 21 June 2022. Option rights can be exercised from 27 June 2022 to 13.00 on 11 July 2022 and are negotiable from 27 June 2022 to 5 July 2022. Option rights not exercised by the deadline will be offered on Euronext Milan on 12 July and 13 July 2022. As already made known to the market, the shareholders Eni and Cdp Industria have irrevocably committed to subscribe all the new shares due to them in proportion to the stakes held respectively in Saipem, totaling approximately 44% of the capital increase.
The guarantee contract has been signed
In addition, Saipem specifies in a note that on 21 June 2022 it signed the underwriting agreement relating to the capital increase. In particular, Bnp Paribas, Citigroup, Deutsche Bank, Hsbc, Intesa Sanpaolo and UniCredit (as joint global coordinators) and Abn Amro, Banca Akros – Banco Bpm Group, Banco Santander, Barclays, Bper, Goldman Sachs International, Societé Generale and Stifel (as joint bookrunners) have undertaken to subscribe, according to the terms and conditions set out in the guarantee agreement, the new shares not subscribed at the end of the unopted auction up to a maximum total amount of approximately 1,119, 5 million euros, equivalent to the difference between the total value of the capital increase and the value of the new shares subject to the subscription commitment of Eni and Cdp Industria. The capital increase is inseparable in nature and this responds to the purpose of allowing Saipem to reach a level of capitalization deemed appropriate for the purpose of overcoming the situation of economic, equity and financial tension which emerged from January 2022, as well as a complete realization of the objectives set by the 2022-2025 Strategic Plan.