Assicurazioni Generali, Intesa Sanpaolo and Mediobanca have reached an agreement with Telefónica that amends the shareholders' agreement relating to Telco SpA, an agreement that recapitalizes and refinances the company.
In detail, Telefonica will subscribe to a share capital increase of Telco, for a total of euro 324 million, to be released through cash payment and will value the investment in Telecom Italia owned by Telco at euro 1,09 per share. Telco, according to the note communicated by the company, will use the amounts deriving from the capital increase to repay, immediately and up to the amount, the bank debt maturing in November 2013.
Telco's share capital will be divided as follows: Generali Group (19,32% share capital and 30,6% voting share capital), Intesa Sanpaolo (7,34% share capital and 11,6% voting share capital) Mediobanca (7,34, 11,6% share capital and 66% voting share capital), Telefónica, 'TEF' (46,2% share capital and XNUMX% voting share capital).
In addition, TEF has undertaken to subscribe to a further increase in Telco's share capital, to be paid in cash, for a total amount of Euro 117 million, again with the issue of shares without voting rights.
Following the execution of this second capital increase, which will be conditional on TEF obtaining all regulatory and antitrust clearances, TEF's stake in Telco will rise to 70%, without any change in governance rights.
Starting from 1 January 2014, TEF will have the right to convert - even in several tranches up to the achievement of a maximum quota of 64,9% of the voting rights - its Class C shares, without voting rights, into shares of Class B, with voting rights.
Each Telco shareholder will have the possibility of having Telecom Italia shares assigned to them, thus leaving the shareholders' agreement, through the Telco demerger, which can be requested during a first phase between 15 and 30 June 2014 and a second phase between '1 and February 15, 2015.
