Recordati S.p.A. - Recordati: the Board approves the conversion of all savings and stocks split

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Recordati: the Board approves the conversion of all savings and stocks split

Milan, September 18th, 2000 - The Board of Directors of Recordati S.p.A. approved a project for converting savings shares into ordinary shares which will be submitted for approval to the extraordinary shareholders' meeting and to the special savings shareholders' meeting.

The project is aimed at:

simplifying the capital structure
improving the liquidity of the stock
raising additional funds

Under the terms of the project, savings shareholders will have the possibility of converting savings shares into newly issued ordinary shares:

in the ratio of 1:1 by paying € 4 per savings share; or
in the ratio of 25 savings shares to 16 ordinary shares with no payment

Savings shareholders who convert their shares in the ratio of 1:1 by paying € 4 per share receive - based on the average stock prices of the last 10 trading days - an implicit conversion premium of about 30%. Alternatively, the conversion premium for savings shareholders who opt to convert their shares in the ratio of 25:16 with no payment is about 16%.

All savings shares outstanding at the end of the option period will be automatically converted into ordinary shares in the ratio of 16 ordinary shares for 25 savings shares without payment. Both converted and existing shares will be entitled to receive dividends relating to fiscal year 2000.

As a consequence of the payment of the € 4 conversion price, the company will raise up to € 45 million in additional funds, and net equity will increase accordingly.

The Board also announced that at the end of the conversion period the capital stock shall be re-denominated in Euros, with a par value of € 1.00 per share through the use of available reserves. Subsequently a 2:1 stock split shall take place.

The Board of directors also provided for an early exercise window for options to savings shares held by management, in order to allow them to take advantage of the conversion offer. The exercise of these options will increase the number of savings shares outstanding before conversion by up to 206,900 up to a maximum number of 11,456,900 shares.

"This operation brings along several advantages" said Giovanni Recordati, Chairman and C.E.O. "In the first place it simplifies the capital structure, better meeting the requirements of institutional investors for improved liquidity in the stock. In addition I believe it will increase our market capitalization following both the payment of the € 4 per share conversion price, and a market preference for ordinary, rather than savings, shares. The new financial resources will allow us to continue along our international expansion strategy."

Further information will be available on www.recordati.it as from October 9, 2000.

Recordati is an international group engaged in the research, manufacturing and marketing of pharmaceuticals and pharmaceutical chemicals. Recordati's common and savings shares are listed on the Milano Stock Exchange since 1984 (ordinary shares Reuters RECI.MI, Bloomberg REC_MI; savings shares RECIr.IM, RECNC_IM).

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Recordati at a glance Key Financial Data Recordati Share Press Releases 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 2000 Company Presentations Annual and Interim Reports Regulated information Shareholders’ Meetings Calendar Analyst Coverage Contacts	Press Releases Recordati: the Board approves the conversion of all savings and stocks split Milan, September 18th, 2000 - The Board of Directors of Recordati S.p.A. approved a project for converting savings shares into ordinary shares which will be submitted for approval to the extraordinary shareholders' meeting and to the special savings shareholders' meeting. The project is aimed at: simplifying the capital structure improving the liquidity of the stock raising additional funds Under the terms of the project, savings shareholders will have the possibility of converting savings shares into newly issued ordinary shares: in the ratio of 1:1 by paying € 4 per savings share; or in the ratio of 25 savings shares to 16 ordinary shares with no payment Savings shareholders who convert their shares in the ratio of 1:1 by paying € 4 per share receive - based on the average stock prices of the last 10 trading days - an implicit conversion premium of about 30%. Alternatively, the conversion premium for savings shareholders who opt to convert their shares in the ratio of 25:16 with no payment is about 16%. All savings shares outstanding at the end of the option period will be automatically converted into ordinary shares in the ratio of 16 ordinary shares for 25 savings shares without payment. Both converted and existing shares will be entitled to receive dividends relating to fiscal year 2000. As a consequence of the payment of the € 4 conversion price, the company will raise up to € 45 million in additional funds, and net equity will increase accordingly. The Board also announced that at the end of the conversion period the capital stock shall be re-denominated in Euros, with a par value of € 1.00 per share through the use of available reserves. Subsequently a 2:1 stock split shall take place. The Board of directors also provided for an early exercise window for options to savings shares held by management, in order to allow them to take advantage of the conversion offer. The exercise of these options will increase the number of savings shares outstanding before conversion by up to 206,900 up to a maximum number of 11,456,900 shares. "This operation brings along several advantages" said Giovanni Recordati, Chairman and C.E.O. "In the first place it simplifies the capital structure, better meeting the requirements of institutional investors for improved liquidity in the stock. In addition I believe it will increase our market capitalization following both the payment of the € 4 per share conversion price, and a market preference for ordinary, rather than savings, shares. The new financial resources will allow us to continue along our international expansion strategy." Further information will be available on www.recordati.it as from October 9, 2000. Recordati is an international group engaged in the research, manufacturing and marketing of pharmaceuticals and pharmaceutical chemicals. Recordati's common and savings shares are listed on the Milano Stock Exchange since 1984 (ordinary shares Reuters RECI.MI, Bloomberg REC_MI; savings shares RECIr.IM, RECNC_IM).