Frequently Asked Questions
This section includes the most Frequently Asked Questions in relation to the technical aspects of TI Media’s (“TI Media”) capital increase as approved by the Extraordinary General Meeting on 8 April 2010 (the “Capital Increase”).
On 20 may 2010 Telecom Italia Media S.p.A. received CONSOB authorization to publish its rights issue prospectus and to list ordinary shares arising from the share capital increase – up to a ceiling of €240 million, as resolved by the Shareholders' Meeting in extraordinary session on 8 April – on the telematic stock exchange (MTA) run by Borsa Italiana S.p.A.
The Prospectus (Prospetto Informativo) include, among other things, more detailed information regarding TI Media and its Group; the characteristics of the option rights offering; and of the shares that will be the object of the offering procedure. The Prospectus (Prospetto Informativo) is available at TI Media’s registered office in Rome, Via della Pineta Sacchetti No. 229; at Borsa Italiana’s registered office in Milan, Piazza degli Affari No. 6; and on the Company’s website (www.telecomitaliamedia.it).
Before subscribing to the Capital Increase, shareholders are invited to read the Prospectus (Prospetto Informativo) carefully, and in particular the information provided in the First Section, Chapter 4, entitled “Fattori di Rischio” (Risk Factors).
Q: What will be the total amount of TI Media’s Capital Increase?
A: The total amount to be raised through the Capital Increase is about EUR 240 million, of which about 128 million euros constitutes the share premium.
Q: How will the Capital Increase be carried out? Through the issue of ordinary shares, saving shares, or both?
A: Only ordinary shares will be issued and the holders of both ordinary shares and saving shares will be granted option rights. The new shares may be subscribed proportionally to the number of shares previously held.
Q: What is the expected timing of the transaction?
A: The transaction will be conducted according to the terms specified in the following table:
| Event | Date |
| Beginning of the Offering Period and first day of negotiation of the Option Rights | 24 May 2010 |
| Last day of negotiation of the Option Rights | 4 June 2010 |
| End of the Offering Period and final term to underwrite the Shares | 11 June 2010 |
| Disclosure of the Offering results upon the end of the Offering Period | within 5 business days from the end of the Offering Period |
The Option Rights not exercised within 11 June 2010 (included) will be offered by TI Media on the Mercato Telematico Azionario of Borsa Italiana for at least 5 sessions, within the month following the end of the Offering Period, pursuant to article 2441, third paragraph, of the Italian civil code.
Q: What is the subscription price?
A: The Board of Directors set the issue price for the new ordinary shares at 0.2145 euros, of which 0.1145 euros constitutes the share premium, per newly-issued ordinary share offered to shareholders who hold ordinary and/or savings shares,
Q: What is the subscription ratio?
A: the subscription ratio is 10 new ordinary shares for every 3 ordinary and/or savings shares held
Q: How will the proceeds be used?
A: The entire proceeds raised will be used to strenghten the capital structure of TI Media. In particular, the proceeds from the subscription of the shares will be set aside for the partial repayment of the existing financing from Telecom Italia and Telecom Italia Finance.
Q: As a shareholder of TI Media, how can I exercise my pre-emptive rights?
A: TI Media shareholders who intend to exercise their option rights, partially or in full, is required to contact the bank where the TI Media shares are held in custody and instruct it to exercise the rights. It is necessary to verify with the bank what is the latest possible date to exercise the abovementioned option rights. The shareholders may also decide to acquire and subsequently exercise other option rights, or to sell their own option rights on the Italian stock exchange to other investors, who will then become TI Media shareholders. In the absence of timely instructions by the shareholder to the bank, the relevant option rights will be automatically sold on the Italian stock exchange by the bank holding the shares in custody; in this case the bank will credit the proceeds from the sale to the shareholder’s bank account.
The Prospectus (Prospetto Informativo) related to the option rights offering, that is published by the Company, include further information regarding the exercise of the option rights and the subscription of the offer.
The Prospectus (Prospetto Informativo) is available at TI Media’s registered office, in Rome, Via della Pineta Sacchetti No. 229; at Borsa Italiana registered office in Milan, Piazza degli Affari No. 6; and on the Company’s website (www.telecomitaliamedia.it). Before subscribing, the shareholders are invited to read the Prospectus (Prospetto Informativo) carefully and in particular the information provided in the First Section, Chapter 4, entitled “Fattori di Rischio” (Risk Factors).
Q: When will the new shares be assigned? Which are the payment terms?
A: The bank where the shareholder has deposited his TI Media shares will communicate the assignment of the new shares.
The full payment of the shares shall be effected contextually with the subscription of same shares. No further costs or related expenses are foreseen to be paid by the subscribers.
The shares will be made available to the relevant subscriber within the tenth day of working capital market following 11 June 2010, through the bank where the relevant subscriber has deposited his TI Media shares