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: (i) ordinary shares with voting rights in excess of 3% (calculated based on the overall share capital), (ii) savings shares. 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's shareholding structure||Number of shares||% on ordinary share capital||% on total share capital|
|FINANZIARIA SVILUPPO UTILITIES S.r.l.||424,999,233||35.96%||33.30%|
|MUNICIPALITY OF REGGIO EMILIA||99,127,464||8.39%||7.77%|
|MUNICIPALITY OF PARMA*||59,158,566||5.01%||4.64%|
|KAIROS PARTNERS SGR||43,860,471||3.71%||3.44%|
|FINANZIARIA CITTÀ DI TORINO (FCT) - PREFERENCE SHARES (WITHOUT VOTING RIGHTS)||94,500,000||7.40%|
* Direct participation of the Municipality of Parma totaled of 5,599,863 shares corresponding to 0.474% of the ordinary share capital of Iren S.p.A
* Participation of STT Holding (100% owned by the Municipality of Parma) totalled 33,341,000 shares, corresponding to 2.821% of the ordinary share capital of Iren S.p.A
* Participation of Parma Infrastructure S.p.A (99.27% owned by the Municipality of Parma) ammounts to 20,217,703 shares corresponding to 1,711% of the ordinary share capital of Iren S.p.A
Finanziaria Sviluppo Utilities (FSU) is jointly controlled by the Municipality of Turin and the Municipality of Genoa who own 100% of share capital.
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" 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.
The financial tools that are object of the Shareholders Agreement brought to the voting syndicate are constituted by all shares owned by the members of the agreement during its validity and currently amounting to No. 637,419,609 ordinary shares, representing 53.94% of the share capital of the Company. The financial tools brought to the voting syndicate are constituted by No. 510,490,271 ordinary shares of Iren, equal to 40% of share capital. The latter cannot be sold during the validity period of the Shareholders’ agreement.
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.
Please, find in the links below the abstract o the Agreement and the Sub-Agreement
|Shareholders' agreements (abstract-ITA)||view||download|
*Pref. stocks - No voting rights
Last update: 16/1/2017