The following table sums up the expected composition of the Iren's shareholder base with regards to the indicative stakes held by shareholders who own: shares with voting rights in excess of 3% . The table is based on the findings of the Shareholders Register and is integrated by the communication of relevant shareholdings, pursuant to article 120 of the Consolidated Law, the information available and the share exchange ratio determined by the merger.
IREN Shareholders at 04.3.2018
% on total share capital
|total voting rights||% on total voting rights|
FSU (Municipality of Genoa)
FCT (Municipality of Turin)
MUNICIPALITY OF REGGIO EMILIA
MUNICIPALITY OF PARMA*
* Direct participation of the Municipality of Parma totalled of 5,599,863 shares corresponding to 0.43% of the ordinary share capital of Iren S.p.A, conferring a total of no. 11,199,726 voting rights corresponding to 0.58% of total voting rights.
* Participation of STT Holding (100% owned by the Municipality of Parma) totalled 15,341,000 shares, corresponding to 1.18% of the ordinary share capital of Iren S.p.A, conferring a total of no. 30,682,000 voting rights corresponding to 1.59% of total voting rights.
* Participation of Parma Infrastructure S.p.A (100% owned by the Municipality of Parma) amounts to 20,217,703 shares corresponding to 1.55% of the ordinary share capital of Iren S.p.A, conferring a total of no. 40,435,406 voting rights corresponding to 2.09% of total voting rights.
On May 9th 2016, a Shareholders' agreement (hereinafter “Agreement”) between Finanziaria Sviluppo Utilities S.r.l and other 64 Emilia Public Shareholders of the Company was signed aiming at, among other things, safeguarding unity and stability of direction for IREN S.p.A. (hereinafter "Company").
The "FSU-Emilia Shareholders’ Agreement" includes a veto and vote syndicate with the objective of safeguarding the development of the Company, of its subsidiaries and its activities also through the “loyalty shares scheme”. In particular (i) to determine ways to consult and jointly take some decisions during the Shareholders' meetings; and (ii) to define some limits to the circulation of a certain number of ordinary shares.
Following the business combination between the Company and the Group ACAM, on the 11th of April 2018 the Municipality of La Spezia, 25 Municipalities in the province of La Spezia and Liguria Patrimonio S.r.l. subscribed a share capital increase reserved to the ACAM Shareholders for a total amount of 24,705,700.00. Company’s share capital has therefore increased from 1,276,225,677.00 euro to 1,300,931,377 euro.
Taking effect from 8th May 2018 the Municipality of La Spezia and 25 other Municipalities in the province of La Spezia joined the Agreement allotting all the shares held to the voting and block syndicate. As a results, in the light of the above changes, the number of participants in the Shareholders’ agreements has increased from 65 to 91.
On May 9, 2016 a further Shareholders’ agreement (“Sub-Agreement”) among 64 Public Emilia Shareholders was signed having as object all the shares owned by the members. The objectives of the Shareholders’ agreements are to (ì) ensure the unity of conduct and rules on the decisions that will have to be taken by the members of the Shareholders' agreement, compliant with the main Agreement; (ii) give a pre-emptive right in case of disposal of stakes of the Company not included in the "Sindacato di blocco" in favor of the members of the Shareholders' agreement; (iii) give to the Municipality of Reggio Emilia an irrevocable mandate to exercise the rights deriving from the Shareholders' agreement on behalf of the members of the latter.
Both the Agreement and the Sub-agreement will last three years, starting from 9th May 2016 and it will by renewed by tacit agreement, except cancellation, for additional two years.
On 27 July 2018 the deed of partial asymmetric non-proportional demerger of the Financial Accountant Sviluppo Utilities S.r.l. took effect, pursuant to which (demerger) fifty percent of the shareholders' equity of the FSU was assigned to the beneficiary Finanziaria Città di Torino Holding S.p.A. (hereinafter FCT). Therefore, with the aforementioned effective date of the demerger, FCT became the owner of no. 212,499,617 ordinary shares of Iren with increased vote. The demerger deed therefore determined a change in the number of shares conferred to the Agreement by Finanziaria Sviluppo Utilities, as well as the change in the number of Adherents who pass from 91 to 92. Lastly, it should be noted that on November 27, 2018, FCT sold n. 32,931,830 and on December 21st 2018, FSU purchased n. 32,750,000 shares.
As of today's date, the Company's share capital is represented by no. 1,300,931,377 ordinary shares conferring, in total, no. 1,932,375,443 voting rights.
Specifically, the Company's share capital consists of:
(i) no. 669,487,311 ordinary shares without multiple vote, conferring a total of no. 669,487,311 voting rights on all resolutions of the Shareholders 'Meeting of the Company other than Shareholders' Meetings with a Major Vote;
(ii) no. 631,444,066 ordinary shares with multiple vote, conferring a total of no. 1,262,888,132 voting rights exclusively on Shareholders' Meetings with a Multiple Vote.
The financial instruments that are the object of the Agreement made to the voting syndicate set forth in it are made of all the ordinary shares of the Company held by the members of the Agreement during the period of validity of the Agreement and currently equal to no. 638,683,788 ordinary shares, representing 49.0943%, calculated on the new share capital, while the financial instruments contributed to the Block Syndicate provided for by the Agreement are made up of no. 531,213,248 ordinary shares of the Company, representing no. 1,041,697,948 voting rights equal to a total of 53.9077% of the total voting rights that make up the share capital of the same, including the Multiple Vote. The shares vested in the Block Syndicate can not be sold for the entire duration of the Agreement.
In the document below, it is possible to consult the extracts from the Covenant and the Sub Pact, issued on 4th January 2019, containing all the additional and specific information required by the applicable legislation.
Last update 3/4/2019