Seat Pagine Gialle to make cash payments and grant shares on Monday

By Caroline Salls

Pittsburgh, Dec. 18 – Seat Pagine Gialle SpA will make cash payments and grant newly issued ordinary shares to class B and class C creditors of Seat Pagine Gialle and wholly owned subsidiary Seat Pagine Gialle Italia SpA on Dec. 22, according to a news release.

The payment and share grant are subject to the receipt by Dec. 19 of the approval of Commissione Nazionale per le Societa e la Borsa of the prospectus related to the admission to listing of shares and warrants of the company.

In addition, in accordance with the composition with creditors’ proposal of Seat Pagine Gialle Italia, Seat Pagine wholly owned subsidiary Telegate Holding GmbH will distribute shares and dividends pertaining to those shares to class B and class C creditors.

Telegate’s distribution is subject to approval of the prospectus and the consent of security agent Royal Bank of Scotland plc.

Noteholder distributions

Class C creditors, which include holders of the company’s €550 million principal amount, €200 million principal amount and €65 million principal amount of 10½% senior secured notes will receive on the distribution date €21.5 million of cash to be paid by the company and 3,512,513,788,497 newly issued ordinary shares.

Meanwhile, Telegate distributions to noteholders will include €13.17 million in cash and 6.58 million of Telegate ordinary shares.

The record date for the noteholders’ distribution is Dec. 19.

Reverse stock split

Immediately following the distributions of Seat Pagine newly issued shares, the company will implement a reverse stock split of its ordinary shares, the release said.

In connection with the administration proceedings for Thomson Directories Ltd. and TDL Infomedia Ltd., noteholders and some other secured creditors may be entitled to additional payments to be made by the security agent from the proceeds from the sale of assets of the TDL entities.

Dec. 22 transactions

According to a separate news release, the following transactions will take place on Dec. 22:

• Reduction of Seat Pagine’s share capital to €120,000 from €450.27 million without cancellation of shares;

• A paid-in, indivisible increase in Seat Pagine’s share capital by €19.88 million and therefore up to €20 million, excluding an option right, with the issuance of 6,410,695,320,951 new ordinary shares;

• A reverse stock split at a ratio of one new ordinary share, with regular dividend rights for every 100 ordinary shares of the 6,426,761,533,909 ordinary shares existing after the conclusion of the reserved capital increase with regular dividend rights upon the cancellation of nine ordinary shares in order to allow for the overall reconciliation of the transaction;

• A reverse stock split at the same ratio of the 680,373 existing savings shares with regular dividend rights upon cancellation of 73 saving shares in order to allow for the overall reconciliation of the transaction; and

• Issuance of 3,391,431,376 warrants to be assigned to ordinary shareholders who took part in a March 4, 2014 meeting and to the current savings shareholders, to be allocated, with regard to 3,391,288,498 warrants among the ordinary shareholders who took part in the meeting and with regard to 142,878 warrants among the saving shareholders at a ratio of 0.568819238106 warrant for each ordinary share and 0.21 warrant per savings share.

Warrant holders will be entitled to subscribe for one newly issued ordinary share per each warrant at a strike price per conversion share equal to the average stock exchange prices on the second and third Friday of the second, third and fourth calendar months following the calendar month in which the closing of the reserved capital increase takes place, plus 15%.

The holders of the warrants may exercise the right to subscribe for the conversion shares starting from Jan. 29, 2016 to April 29, 2016.

Seat Pagine Gialle is a yellow pages company based in Torino, Italy.

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