In order to enable Beni Stabili to satisfy the necessary 'economic-patrimonial' requirements established by SIIQ regulations, the Company's Board of Directors has approved a series of mergers, which on completion will result in Beni Stabili S.p.A.'s merger by absorption of certain Group companies, namely Sviluppi Immobiliari, Beni Stabili Immobiliare Garibaldi and eventually TorinoZerocinque Investment.
The restructuring of the Company's investments and assets will allow Beni Stabili to meet the economic-patrimonial requirements set out in the SIIQ regulations from 1 January 2008. The decision to adopt the SIIQ regime will be taken by the Board respecting the law timetable.
The Board has also decided to propose to shareholders a plan to buy back the Company's own shares up to the maximum permitted by law (10% of the issued capital given that the Company does not hold its own shares) for a period of 18 months from the date of the relevant shareholder resolution.
The programme will involve up to a maximum of 191,459,155.20 of the Company's ordinary shares, representing a maximum amount of €220,178,028.48.
The Board proposes that the maximum purchase price to be paid for the shares will be equal to the average market price recorded during the 3 trading days prior to the date of each transaction plus 20% and, in any event, may not exceed the price of 1.15 per share.
The minimum sale price may not be more than 5% lower than the average market price recorded during the 30 trading days prior to the date of each transaction.
This resolution authorizes the Board of Directors to buy back the Company's shares when their value is significantly different from NAV because of due to the particular turbolence of the markets.
Finally, the Board has resolved to call Ordinary and Special General Meetings of shareholders for 17 and 18 October 2007 to approve the buyback programme and the merger plan.
Source: Beni Stabili