Edison signs additional binding agreements for the acquisition of a 5.039% interest in Frendy Energy
Milan, 27 July 2017 – In this press release, reference is made to that circulated on 17 July 2017 concerning the signing by Edison, Cryn Finance and a minority shareholder of a binding agreement governing the acquisition by Edison, for a contractually defined price, of a 45.039% interest1 in Frendy Energy S.p.A. (Frendy), a company with shares listed on AIM Italia – Alternative Capital Market.
In particular, attention should be drawn to one of the conditions precedent set out in the agreement, as mentioned in the above press release: closing is contingent on the attainment by Edison, in a single context, of no less than 50.01% of the voting rights of Frendy, including through purchases of Frendy shares from third parties at the same price agreed with Cryn Finance (the Additional Purchases) and on the signing of the agreements relating to such Additional Purchases by 1 August 2017.
In this latter regard, it should also be remarked that on today's date Edison signed binding agreements with Milanesio Srl and Frendy Energy Spa for the purchase of additional Frendy Energy shares, representing a total equity interest of [5.039%] in Frendy Energy S.p.A., at the same price as established for the purchases from Cryn Finance. Accordingly, the above condition precedent has been satisfied.
All of the aforementioned binding agreements call for Edison to purchase the Frendy shares at an estimated price of 0.340 euro per Frendy share, calculated according to the estimated consolidated net debt of the Frendy group at 30 June 2017 of 1,250,000.00 euro (Estimated Net Debt). This price cannot be adjusted upwards, only downwards, if
the Frendy group's actual net debt at 30 June 2017 (Actual Net Debt) is greater (i.e., less cash and/or more debt) than its Estimated Net Debt.It bears recalling that, after closing, scheduled to take place by October, Edison will, in accordance with the terms and conditions of the law, make a compulsory takeover bid for all Frendy shares, for a price per share equal to that paid for the purchase of the shares from Cryn Finance and the Additional Purchases.
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Edison
Edison is a leading Italian and European player in the procurement, generation and distribution of electricity, in energy and environmental services – through its subsidiary Fenice – and in exploration and production. Founded over 130 years ago, Edison has contributed to the electrification and development of Italy. It now operates in Europe, Africa and the Mediterranean area, employing 5,000 people. Edison's electric power plants have a total capacity of 6.5 GW.
Public disclosure requirements under CONSOB Resolution no. 11971 of 14 May 1999, as amended.
Edison Press Office
http://www.edison.it/en/contacts-2
Elena Distaso
T 338 2500609; elena.distaso@edison.it
Lucia Caltagirone
T 331 6283718; lucia.caltagirone@edison.it
Lorenzo Matucci
T 337 1500332; lorenzo.matucci@edison.it
Edison Investor Relations:
Valeria Minazzi
Head of Investor Relations
02 6222 7889 – valeria.minazzi@edison.it; investor.relations@edison.it
1 Frendy Energy has issued 59,317,247 shares.