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21/10/2009

Shareholders' Meeting: share capital increase for the assignment of gas networks and significant company reorganization approved

The Ordinary and Extraordinary Shareholders' Meetings of the Hera Group, held today in Bologna, have resolved several important operations which will contribute to the achievement of targets of the Business Plan recently announced to the financial market.

A capital increase of 82,276,052 ordinary shares was approved, thus increasing share capital from Euro 1,032.7 million to Euro 1,115.0 million, in relation to the assignment of Gas distribution networks (with an appraised value of Euro 122.4 million) and District Heating Networks (with an appraised value of Euro 21.6 million) by several public shareholders of Hera S.p.A, amounting to a total of Euro 144.0 million.

The effective date of the operation is set at 1 December 2009.

The Shareholders' Meeting also approved the company reorganisation, which abolishes the company structure of the 7 current Territorial Operating Companies in favour of integration of their related operations into the Parent Company and the commercial operations into Hera Comm, the Hera Group's sales company. The reorganisation will result in the creation of Territorial Operating Structures, thereby preserving the current level of oversight of local areas, which will also be ensured by the creation of a Territorial Committee for each of these structures.

This new company model will provide numerous benefits in terms of synergies and the simplification of business, administration and tax affairs between Hera S.p.A. and its subsidiaries, streamlining intercompany activities.

The Shareholders' Meeting also resolved to increase the shareholding limit for private individuals from 2% to 5%, also reflecting similar actions undertaken by comparable companies.

Two Directors were also appointed in substitution of the resigning Luciano Sita and Nicodemo Montanari: the former was substituted by Paolo Trombetti, Esq., who is Vice President of the Italian Criminal Bar Association, and the latter by Daniele Montroni, Chairman of Con.Ami, the third largest shareholder of the Group.

Lastly, the plan for the merger by incorporation of Pri.ge.a.s S.r.l. into Hera was approved. This is a gas distribution company in the Modena area which is 100%-owned by the Group.

On conclusion of the Shareholders' Meeting, Chairman Tomaso Tommasi di Vignano emphasised that "the capital increase, for the purpose of the assignment of the gas networks in the Group's area of operations is an operation which strengthens the Group in terms of equity as well as in terms of industrial structures, while preserving value for shareholders."

"The company reorganisation involving the integration of the seven territorial companies into the Holding," added Managing Director Maurizio Chiarini, "is a rationalisation operation which is part of a process aimed at favouring integration and greater quality, the reduction in costs and an increase in industrial synergies, while safeguarding governance of the local areas, which has always been the cornerstone of Hera's operations."

 
Online since 21-10-2009 at 12:56
 
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