Information  X 
Enter a valid email address

Salini Impregilo SPA (IRSH)

  Print      Mail a friend

Friday 10 January, 2020

Salini Impregilo SPA

Salini Impregilo S.p.A. Announces Exchange Offer

RNS Number : 4308Z
Salini Impregilo S.P.A.
10 January 2020
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED BELOW) OR IN OR INTO THE UNITED STATES OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

MiFID II professionals/ECPs-only/No PRIIPs KID - Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.

SALINI IMPREGILO S.p.A. ANNOUNCES EXCHANGE OFFER     

Milan, 10 January 2020. Salini Impregilo S.p.A. (the "Issuer") hereby announces that it is inviting eligible holders of its outstanding €600,000,000 3.75 per cent. Notes due 24 June 2021 (ISIN: XS1435297202) (the "Existing Notes" and each such holder, a "Noteholder"), to offer to exchange any and all of such Existing Notes for euro denominated senior fixed rate notes to be issued by the Issuer (the "New Notes") (the "Exchange Offer").

The Exchange Offer is made on the terms and subject to the conditions set out in the exchange offer memorandum dated 10 January 2020 (the "Exchange Offer Memorandum") prepared in connection with the Exchange Offer, and is subject to the offer and distribution restrictions set out below. Capitalised terms used in this announcement and not otherwise defined herein have the meanings given to them in the Exchange Offer Memorandum.

 

Details of the Existing Notes

Notes

ISIN

Aggregate Nominal Amount Outstanding

Exchange Ratio

Amount Subject to the Exchange Offer

€600,000,000 3.75 per cent. Notes due 24 June 2021

XS1435297202

€600,000,000

104.75%

Any and all

Details of the New Notes

Minimum New Issue Size*

New Notes Maturity Date

Minimum New Notes Coupon

New Notes Issue Price

€250,000,000

Expected to be 7 years, actual maturity to be announced when the Minimum New Notes Coupon is announced

To be announced no later than 14 January  2020 as further described herein

100%

               

* Minimum New Issue Size may be satisfied by a combination of New Notes issued in the Exchange Offer and the issuance of Additional New Notes.

Overview

The Issuer is inviting Noteholders (subject to the offer restrictions referred to below) to offer to exchange any and all of their Existing Notes for New Notes pursuant to the Exchange Offer.

The Exchange Offer is made on the terms and subject to the conditions set out in the Exchange Offer Memorandum.

Noteholders who have validly offered to exchange their Existing Notes by the Expiration Deadline will, if their Offers to Exchange are accepted for exchange pursuant to the Exchange Offer, and subject to the Minimum Offer Amount, receive New Notes in a principal amount (rounded down to the nearest €1,000) equal to the aggregate principal amount of such Existing Notes accepted for exchange multiplied by the Exchange Ratio to such Existing Notes, plus any applicable Accrued Payment and any Cash Rounding Amount, if any.

Rationale for the Exchange Offer

The purpose of the Exchange Offer and Issuer's announced issuance of the New Notes (including the Additional New Notes) is to achieve a more efficient maturity profile of funding sources for the Issuer.

The Exchange Offer

Before making a decision whether to offer Existing Notes for exchange, Noteholders should carefully consider all of the information contained in, and incorporated by reference into, the Exchange Offer Memorandum (including all of the information in, and incorporated by reference in, the preliminary prospectus prepared in connection with the issue of the New Notes set out in Annex 1 to the Exchange Offer Memorandum (the "New Notes Preliminary Prospectus") and, in particular, the risk factors described or referred to in "Risk Factors and Other Considerations" of the Exchange Offer Memorandum and the section entitled "Risk Factors" of the New Notes Preliminary Prospectus.

Exchange Ratio and Cash Rounding Amount

Existing Notes accepted by the Issuer for exchange will receive, on the Settlement Date, an aggregate nominal amount of the New Notes (rounded down to the nearest €1,000) equal to the product of (i) the aggregate nominal amount of the Existing Notes validly Offered for Exchange and accepted for exchange and (ii) the Exchange Ratio.

If, as a result of the application of the Exchange Ratio, a Noteholder would be entitled to receive an aggregate principal amount of New Notes that is not an integral multiple of €1,000, the Issuer will pay, or procure that there is paid, in cash to that Noteholder on the Settlement Date the Cash Rounding Amount, which is the amount equal to (i) the fractional portion of such aggregate principal amount that is not such an integral multiple, multiplied by (ii) the New Notes Issue Price (rounded to the nearest €0.01, with half a cent being rounded upwards).

Accrued Interest

On the Settlement Date, the Issuer will pay or procure that there is paid to all Noteholders who have validly made an Offer to Exchange their Existing Notes pursuant to the Exchange Offer and which Existing Notes are accepted for exchange, an amount in cash equal to interest accrued and unpaid on such Existing Notes from (and including) the immediately preceding interest payment date up to (but excluding) the Settlement Date.

Provided that the New Notes and the relevant funds have been deposited with the Clearing Systems on or before the Settlement Date, no additional interest or other amount will be payable for the period of any delay in respect of the receipt by the holder of the New Notes, any Accrued Payment and any Cash Rounding Amount (if applicable).

New Notes

                The New Notes will be euro denominated senior fixed rate notes to be issued by the Issuer. They will be issued in the denominations of €100,000 and integral multiples of €1,000 in excess thereof. Application will be made for the New Notes to be admitted to listing on the official list of the Irish Stock Exchange, trading as Euronext Dublin, and to trading on its regulated market.

                Minimum New Notes Coupon and New Notes Maturity Date

The New Notes Coupon will be no lower than the Minimum New Notes Coupon. The Minimum New Notes Coupon will be announced by the Issuer no later than 17:00 (CET) on 14 January 2020. The maturity date of the New Notes will be announced at the same time.

Pricing of the New Notes

The New Notes Coupon will be announced as soon as reasonably practicable after the Pricing Time on the Pricing Date which is expected to be on the same day as the pricing of the Additional New Notes.

                Additional New Notes

                Subject to market conditions, on the Settlement Date, the Issuer intends to issue further euro-denominated senior fixed rate notes (the "Additional New Notes"). The issue of such Additional New Notes remains at the sole discretion of the Issuer for any reason. The Additional New Notes will be subscribed for by the relevant manager or managers, and the net proceeds of such Additional New Notes will be used in accordance with the description in the New Notes Preliminary Prospectus under "Use of Proceeds". The Additional New Notes will be issued together with the New Notes, and will form a single series of securities with the New Notes on the Settlement Date. For the avoidance of doubt, the Exchange Offer Memorandum does not constitute a prospectus for the purposes of the Prospectus Regulation in respect of the Additional New Notes and/or the New Notes. The Issuer also reserves the right in its sole discretion to issue new securities (other than the New Notes and the Additional New Notes) separately from the Exchange Offer.

                Minimum New Issue Size and Minimum New Notes Condition

                The Exchange Offer is conditional on the successful issuance (to be determined by the Issuer, at its sole and absolute discretion) on the Settlement Date of an aggregate principal amount of the New Notes together with any Additional New Notes equal to a minimum of €250,000,000 (the "Minimum New Issue Size") (the "Minimum New Notes Condition"). If the Minimum New Notes Condition is not reached, the Issuer reserves the right (at its sole discretion) to waive the Minimum New Notes Condition and proceed with the Exchange Offer and/or to issue Additional New Notes (see "Additional New Notes" in the Exchange Offer Memorandum). The Issuer will not waive the Minimum New Notes Condition without giving Noteholders the limited revocation rights described in "Amendment and Termination" in the Exchange Offer Memorandum.

Minimum Offer Amount

The New Notes will be issued in the denominations of €100,000 and integral multiples of €1,000 in excess thereof. Accordingly, in order to be eligible to receive New Notes pursuant to the Exchange Offer, Noteholders must validly Offer to Exchange an aggregate principal amount of Existing Notes at least equal to the Minimum Offer Amount such that after the application of the Exchange Ratio, a Noteholder will be eligible to receive at least €100,000 in principal amount of New Notes.

Acceptance of Offers to Exchange

In order to be valid, Exchange Instructions need to be submitted in the Minimum Specified Denomination of €100,000 and multiples of €1,000 thereafter.

The Issuer intends to announce, inter alia, whether Offers for Exchange are accepted for exchange pursuant to the Exchange Offer as soon as reasonably practicable following the Pricing Time on 17 January 2020, subject in all cases to the satisfaction or waiver of the Minimum New Notes Condition on the Settlement Date (see "Minimum New Issue Size and Minimum New Notes Condition" below).

Noteholders whose Existing Notes Offered for Exchange are not accepted, or who do not participate in the Exchange Offer, will not be eligible to receive the New Notes, in exchange for such Existing Notes (and any other related payment) and shall continue to hold such Existing Notes subject to their terms and conditions.

The Issuer will have the absolute discretion to accept any Existing Notes validly Offered for Exchange.

The Issuer may reject any Offer to Exchange that it considers in its sole and absolute discretion not to have been validly offered in the Exchange Offer and the Issuer is not under any obligation to any relevant Noteholder to furnish any reason or justification for refusing to accept such Offer to Exchange. For example, Exchange Instructions may be rejected and not accepted and may be treated as not having been validly offered in the Exchange Offer if any such Offer to Exchange does not comply with the requirements of a particular jurisdiction.

Any Existing Notes that are not successfully Offered for Exchange pursuant to the Exchange Offer will remain outstanding.

                Announcement of Pricing and Results

                As soon as reasonably practicable after the Pricing Time on the Pricing Date, the Issuer will announce whether it will accept valid offers of Existing Notes for exchange pursuant to the Exchange Offer (subject to the satisfaction or waiver of the Minimum New Notes Condition). If so accepted, the Issuer will also announce (i) the New Notes Coupon; and (ii) the (a) Exchange Offer Acceptance Amount and (b) New Notes to be issued (including the Additional New Notes).

See also "Further Information and Terms and Conditions - Announcements" in the Exchange Offer Memorandum.

Settlement

                On the Settlement Date, the Issuer will procure that the New Notes will be delivered to the Noteholders of Existing Notes in respect of Existing Notes of such Noteholders validly Offered for Exchange and accepted for exchange pursuant to the Exchange Offer, subject to the satisfaction of the Minimum Offer Amount. In addition, on the Settlement Date, the Issuer will pay, or procure that there is paid, to Noteholders in respect of the Existing Notes of such Noteholders validly Offered for Exchange and accepted for exchange pursuant to the Exchange Offer a cash amount equal to: (i) the Accrued Payment; and (ii) any Cash Rounding Amount, if applicable. 

The New Notes will be delivered and cash payments made to the Clearing System accounts in which the relevant Existing Notes are held. The delivery of such New Notes and payment of such aggregate amounts to the Clearing Systems will discharge in full the obligation of the Issuer to all the relevant Noteholders in respect of the delivery of the New Notes or, as the case may be, the payment of any Accrued Payments and Cash Rounding Amounts.

                General Conditions of the Exchange Offer

                The Issuer expressly reserves the right, in its sole and absolute discretion, to delay acceptance of Offers to Exchange in the Exchange Offer in order to comply with applicable laws. In all cases, Offers to Exchange pursuant to the Exchange Offer will only be made after the submission of a valid Exchange Instruction in accordance with the procedures described in the Exchange Offer Memorandum including the blocking of the Existing Notes Offered for Exchange in the relevant accounts at the relevant Clearing System until the earlier of (i) the time of settlement on the Settlement Date and (ii) the date of any termination of the Exchange Offer (including where such Existing Notes are not accepted for exchange pursuant to the Exchange Offer) or on which the Exchange Instruction is revoked, in the limited circumstances described in, and only in accordance with the procedures set out in, the Exchange Offer Memorandum. 

                The failure of any person to receive a copy of the Exchange Offer Memorandum or any announcement made or notice issued by the Issuer in connection with the Exchange Offer, shall not invalidate any aspect of the Exchange Offer. No acknowledgement of receipt of any Exchange Instructions and/or other documents will be given by the Issuer or the Exchange Agent.

                Subject to applicable law and as provided in the Exchange Offer Memorandum, the Issuer may, at its sole and absolute discretion, extend, re-open, amend, waive any condition of or terminate the Exchange Offer at any time. Details of any such extension, re-opening, amendment, waiver or termination will be announced as provided in the Exchange Offer Memorandum as soon as reasonably practicable after the relevant decision is made.

                Exchange Instructions

The offering of Existing Notes for exchange by a Noteholder will be deemed to have occurred upon receipt by the Exchange Agent from the relevant Clearing System of a valid Exchange Instruction submitted in accordance with the requirements of such Clearing System. Only Direct Participants may submit Exchange Instructions. Each Noteholder that is not a Direct Participant must arrange for the Direct Participant through which such Noteholder holds its Existing Notes to submit a valid Exchange Instruction on its behalf to the relevant Clearing System before the deadlines specified by the relevant Clearing System.

The submission of a valid Exchange Instruction in accordance with the procedures set out in the Exchange Offer Memorandum will be revocable until the Exchange Offer Revocation Deadline (expected to be at 16:00 on 16 January 2020) and will be irrevocable thereafter except in the limited circumstances described in the Exchange Offer Memorandum.

 

Expected Transaction Timeline

 

The following table sets out the expected dates and times of the key events relating to the Exchange Offer. This timetable is subject to change and dates and times may be extended or amended by the Issuer in accordance with the terms of the Exchange Offer as described in the Exchange Offer Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below.

 

 

Event

Date and time
(all times are CET)

Commencement of Exchange Offer

Exchange Offer announced and Exchange Offer Memorandum available from the Exchange Agent.

 

10 January 2020

Announcement of Minimum New Notes Coupon and New Notes Maturity Date

Announcement by the Issuer of the Minimum New Notes Coupon and New Notes Maturity Date.

 

By 17:00 on 14 January 2020

Exchange Offer Revocation Deadline

Exchange Instructions submitted and not revoked prior to the Exchange Offer Revocation Deadline will be irrevocable after this time and any Exchange Instructions submitted after the Exchange Offer Revocation Deadline will be irrevocable, save in each case in the limited circumstances described in "Procedures for Participating in the Exchange Offer - Revocation of Exchange Instructions" in the Exchange Offer Memorandum.

 

16 January 2020 at 16:00

Expiration Deadline

Deadline for receipt by the Exchange Agent of all Exchange Instructions.

16 January 2020
at 17:00

Announcement of indicative Exchange Offer Acceptance Amount and aggregate nominal amount of New Notes to be issued

Announcement of (i) the aggregate nominal amount (subject to satisfaction of the Minimum New Notes Condition) of the Existing Notes validly offered for exchange and (ii) the aggregate nominal amount of New Notes to be issued from the Exchange Offer.

 

At or around 9.00 a.m. (CET) on 17 January 2020

Pricing Time and Pricing Date

Determination of: (i) the New Notes Coupon; and (ii) the aggregate nominal amount of Additional New Notes to be issued.

 


17 January 2020
 

Pricing and Results Announcement

Announcement by the Issuer in relation to the Exchange Offer, subject to the satisfaction or waiver of the Minimum New Notes Condition, setting out: (i) the New Notes Coupon; and (ii) the (a) Exchange Offer Acceptance Amount and (b) New Notes to be issued (including the Additional New Notes).

 

As soon as reasonably practicable after the Pricing Time on the Pricing Date

Settlement

Settlement Date for the Exchange Offer, including (i) the issue of Additional New Notes , (ii) delivery of the New Notes, in exchange for the Existing Notes validly Offered for Exchange and accepted for exchange pursuant to the Exchange Offer and (iii) payment of Cash Rounding Amounts and Accrued Payments (if any).

Expected to be on 28 January 2020

 

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Existing Notes when such intermediary would require to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Exchange Offer before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Exchange Instructions will be earlier than the relevant deadlines specified above. 

Further Information

A complete description of the terms and conditions of the Exchange Offer is set out in the Exchange Offer Memorandum. Banca Akros S.p.A. - Gruppo Banco BPM, Banca IMI S.p.A., Citigroup Global Markets Limited, Goldman Sachs International, Merrill Lynch International, Natixis and UniCredit Bank AG are the joint dealer managers (the "Joint Dealer Managers") for the Exchange Offer. Banco Bilbao Vizcaya Argentaria S.A., Equita SIM S.p.A. and MPS Capital Services Banca per le Imprese S.p.A. are the co-dealer managers (the "Co-Dealer Managers" and together with the Joint Dealer Managers, the "Dealer Managers") for the Exchange Offer.

Questions and requests for assistance in connection with the Exchange Offer may be directed to:

THE JOINT DEALER MANAGERS

Banca Akros S.p.A. - Gruppo Banco BPM

Viale Eginardo, 29

20149 Milan

Italy

Attention: Pierpaolo Rossi, Head of Debt Capital Markets

Email: [email protected]

Telephone: +39 02 4344 5203

Fax: +39 02 4344 4313

Banca IMI S.p.A.

Largo Mattioli 3

20121 Milan

Italy

Attention: Liability Management Group
Email: [email protected]

Telephone: +39 02 72 61 4704/4782

Fax: +39 02 72 61 2053

Citigroup Global Markets Limited

Citigroup Centre

33 Canada Square

Canary Wharf

London E14 5LB

Telephone: +44 20 7986 8969

Email: [email protected]

Attention: Liability Management Group

Goldman Sachs International

Plumtree Court

25 Shoe Lane

London EC4A 4AU

United Kingdom

Attention: Liability Management Group

Email: [email protected]

Telephone: +44 20 7774 9862

Merrill Lynch International

2 King Edward Street

London EC1A 1HQ

United Kingdom

Attention: Liability Management Group

Email: [email protected]

Telephone: +44 20 7996 5420

NATIXIS

30, avenue Pierre Mendès-France

75013 Paris

France

Attention: Liability Management

Email: [email protected]

Telephone: +33 158550814; +33 158550556; +39 (0)2 00 66 71 54

 

 

UniCredit Bank AG

Arabellastrasse 12

D-81925 Munich

Germany

Attention: DCM Italy; Liability Management

Email: [email protected]; [email protected]

Telephone: +39 02 8862 0581; +49 89 378 13722

 

 

Questions and requests for assistance in connection with the delivery of Exchange Instructions including requests for a copy of the Exchange Offer Memorandum may be directed to:

THE EXCHANGE AGENT

Lucid Issuer Services Limited
Tankerton Works

12 Argyle Walk

London WC1H 8HA
United Kingdom

Telephone: :  +44 20 7704 0880

Attention: Thomas Choquet

Email: [email protected]

Each Noteholder is solely responsible for making its own independent appraisal of all matters as such Noteholder deems appropriate (including those relating to the Exchange Offer, the New Notes and the Issuer, the Existing Notes and the Exchange Offer Memorandum) and each Noteholder must make its own decision, based upon its own judgement and having obtained advice from such financial, accounting, legal and tax advisers as it may deem necessary, as to whether to offer any or all of its Existing Notes for exchange pursuant to the Exchange Offer.

None of the Dealer Managers, the Exchange Agent or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding this announcement, the Exchange Offer Memorandum or the Exchange Offer, and none of the Issuer, the Dealer Managers, the Exchange Agent or their respective directors, employees or affiliates makes any recommendation as to whether holders of Existing Notes should offer any Existing Notes for exchange pursuant to the Exchange Offer or refrain from doing so and no one has been authorised by any of them to make any such recommendation. The Exchange Agent is the agent of the Issuer and owes no duty to any holder of Existing Notes.

None of the Dealer Managers, the Exchange Agent or their respective directors, employees or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Exchange Offer contained in this announcement or in the Exchange Offer Memorandum or for any failure by the Issuer to disclose events that may have occurred which may affect the significance or accuracy of the information in this announcement or in the Exchange Offer Memorandum.

Disclaimer

This announcement must be read in conjunction with the Exchange Offer Memorandum. This announcement and the Exchange Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Exchange Offer. If any Noteholder is in any doubt as to the contents of this announcement or the Exchange Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

Offer and Distribution Restrictions

Neither this announcement nor the Exchange Offer Memorandum constitutes an invitation to participate in the Exchange Offer in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession either this announcement or the Exchange Offer Memorandum comes are required by each of the Issuer, the Dealer Managers and the Exchange Agent to inform themselves about, and to observe, any such restrictions.

No action has been or will be taken in any jurisdiction by the Issuer, the Dealer Managers or the Exchange Agent in relation to the Exchange Offer that would permit a public offering of securities. The Exchange Offer Memorandum has been prepared on the basis that the Exchange Offer in any Member State of the European Economic Area (each, a "Relevant Member State"), will be made pursuant to an exemption under the Prospectus Regulation, as implemented in that Relevant Member State, from the requirement to publish a prospectus for any offer of securities.

United States

The Exchange Offer is not being made or offered and will not be made or offered, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to or for the account or benefit of, any U.S. Person (as defined in Regulation S of the Securities Act (each a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to a U.S. Person and the Existing Notes cannot be offered for exchange in the Exchange Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person. Any purported offer of Existing Notes for exchange resulting directly or indirectly from a violation of these restrictions will be invalid and any purported offer of Existing Notes for exchange made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or for a U.S. Person will be invalid and will not be accepted.

The Exchange Offer Memorandum is not an offer of securities for sale in the United States or to U.S. Persons. The Existing Notes and the New Notes may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Notes and the Existing Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons. The purpose of the Exchange Offer Memorandum is limited to the Exchange Offer and the Exchange Offer Memorandum may not be sent or given to a person in the United States or to a U.S. Person or otherwise to any person other than in an offshore transaction in accordance with Regulation S under the Securities Act.

Each Noteholder participating in the Exchange Offer will represent that it is not participating in the Exchange Offer from the United States, that it is participating in the Exchange Offer in accordance with Regulation S under the Securities Act and that it is not a U.S. Person or it is acting on a non- discretionary basis for a principal located outside the United States that is not giving an order to participate in the Exchange Offer from the United States and who is not a U.S. Person. As used herein and elsewhere in the Exchange Offer Memorandum, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

United Kingdom

The communication of the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 ("FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of the Issuer or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.

France

The Exchange Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code Monétaire et Financier, are eligible to participate in the Exchange Offer. The Exchange Offer Memorandum and any other document or material relating to the Exchange Offer have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Belgium

Neither the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the Exchange Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids (the "Belgian Takeover Law") or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (the "Belgian Prospectus Law"), both as amended or replaced from time to time. Accordingly, the Exchange Offer may not be advertised and the Exchange Offer will not be extended, and neither the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to persons which are "qualified investors" in the sense of Article 10 of the Belgian Prospectus Law, acting on their own account; or (ii) in any other circumstances set out in Article 6, §4 of the Belgian Takeover Law and Article 3, §4 of the Belgian Prospectus Law. The Exchange Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Exchange Offer. Accordingly, the information contained in the Exchange Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

Italy

None of the Exchange Offer, the Exchange Offer Memorandum or any other documents or materials relating to the Exchange Offer or the New Notes have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB").

The Exchange Offer is being carried out in the Republic of Italy as exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraphs 3 and 4, of CONSOB Regulation No. 11971 of 14 May 1999 (the "Issuers' Regulation"), as amended.

Noteholders or beneficial owners of the Existing Notes can Offer to Exchange the Existing Notes pursuant to the Exchange Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 2037 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Existing Notes, the New Notes, the Exchange Offer or the Exchange Offer Memorandum.

MIFID II product governance / Professional investors and ECPs only target market

Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Exchange Offer has led to the conclusion that: (i) the target market for the Exchange Offer is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the New Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the New Notes (a distributor) should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Exchange Offer (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

The Exchange Offer is not intended to be made to and should not be made to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key information document required by the PRIIPs Regulation for offering or selling notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

General

Neither this announcement, the Exchange Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy the New Notes or the solicitation of an offer to sell the Existing Notes and/or the New Notes, and offers for the exchange of Existing Notes for New Notes pursuant to the Exchange Offer will not be accepted from Noteholders in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an exchange offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer or similar in any such jurisdiction, the Exchange Offer shall be deemed to be made in such jurisdictions by such Dealer Manager or such affiliate, as the case may be, on behalf of the Issuer in such jurisdiction.

No action has been or will be taken in any jurisdiction by the Issuer, the Dealer Managers or the Exchange Agent that would permit a public offering of the New Notes.

In addition to the representations referred to above in respect of the United States, each Noteholder participating in the Exchange Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in "Procedures for Participating in the Exchange Offer". Any offer of Existing Notes for exchange pursuant to the Exchange Offer from a Noteholder that is unable to make these representations will not be accepted.

Each of the Issuer, the Dealer Managers and the Exchange Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any offer of Existing Notes for exchange pursuant to the Exchange Offer whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such offer may be rejected.

 

Advertisement

The final prospectus, when published, will be available at https://www.salini-impregilo.com/en. 

 This announcement has been issued through the Companies Announcement Service of Euronext Dublin.


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
END
 
 
ISEGPUBWGUPUUBU

a d v e r t i s e m e n t