EXOR S.p.A. (the Company) hereby announces the indicative results of its invitation to eligible Noteholders of its €750,000,000 5.375 per cent. Notes due June 2017, ISIN XS0300900478 (of which €690,000,000 is currently outstanding) (the Notes) to tender their Notes for purchase by the Company for cash up to a maximum aggregate nominal amount to be determined by the Company in its sole and absolute discretion (the Maximum Acceptance Amount) (such invitation, the Offer).
The Offer was announced on 30 September 2014 and was made on the terms and subject to the conditions set out in the tender offer memorandum dated 30 September 2014 (the Tender Offer Memorandum) prepared in connection with the Offer, and subject to the offer and distribution restrictions set out in the Tender Offer Memorandum. Capitalised terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Tender Offer Memorandum.
As at the Expiration Deadline of 5.00 p.m. (CET) on 8 October 2014, an aggregate nominal amount of €238,600,000 of Notes has been validly tendered in the Offer.
The Company hereby announces that the Maximum Acceptance Amount is €238,600,000 and therefore no Pro-Ration Factor is expected to be applied to submissions.
The Benchmark Rate, the Purchase Yield and the Purchase Price will be determined at or around 2.00 p.m. (CET) today in the manner described in the Tender Offer Memorandum. As soon as practicable after such determinations, the Company shall make a final announcement of (i) whether it will accept valid tenders of Notes pursuant to the Offer in an amount equal to the Maximum Acceptance Amount and, if so accepted, (ii) the amount of Accrued Interest, (iii) the Benchmark Rate, the Purchase Yield and the Purchase, and (iv) the aggregate nominal amount of Notes that will remain outstanding after the Settlement Date.
The Settlement Date for the Offer is expected to be 14 October 2014.
Further Information
A complete description of the terms and conditions of the Offer is set out in the Tender Offer Memorandum. BNP Paribas, Citigroup Global Markets Limited, Crédit Agricole Corporate and Investment Bank, Goldman Sachs International and UniCredit Bank AG acted as Dealer Managers for the Offer.
Questions and requests for assistance in connection with the Offer may be directed to:
| DEALER MANAGERS | |
|
BNP Paribas 10 Harewood Avenue London NW1 6AA United Kingdom
Attention: Liability Management Group Telephone: +44 (0) 20 7595 8668 Email: liability.management@bnpparibas.com |
Citigroup Global Markets Limited Citigroup Centre Canada Square London E14 5LB United Kingdom
Telephone: +44 20 7986 8969 Attention: Liability Management Group Email: liabilitymanagement.europe@citi.com |
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|
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| Crédit Agricole Corporate and Investment Bank 9 quai du Président Paul Doumer 92920 Paris La Défense Cedex France
Attention: Liability Management Telephone: +44 207 214 7142 Email: liability.management@ca-cib.com | Goldman Sachs International Peterborough Court 133 Fleet Street London EC4A 2BB United Kingdom
Attention: Liability Management Group Telephone: +44 207 774 9862 Email: liabilitymanagement.eu@gs.com |
|
UniCredit Bank AG Arabellastrasse 12 81925 Munich Germany
Attention: DCM Italy; Liability Management Telephone: +39 02 8862 0581; +49 89 378 15908 Email: dcmitaly@unicredit.eu; corporate.lm@unicredit.de | |
|
TENDER AGENT | |
| Lucid Issuer Services Limited | |
| Leroy House | |
| 436 Essex Road | |
| London N1 3QP | |
| United Kingdom | |
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| |
| Telephone: +44 (0) 20 7704 0880 | |
| Attention: Paul Kamminga | |
| Email: exor@lucid-is.com | |
None of the Dealer Managers, the Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Company, the Notes or the Offer contained in this announcement or in the Tender Offer Memorandum. None of the Dealer Managers, the Tender Agent or any of their respective directors, officers, employees, agents or affiliates is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offer, and accordingly none of the Dealer Managers, the Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Company to disclose information with regard to the Company or the Notes which is material in the context of the Offer and which is not otherwise publicly available.
Disclaimer
This announcement must be read in conjunction with the Tender Offer Memorandum.
Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in the Offer in any jurisdiction in which, or to 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 Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession either this announcement or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. If any recipient of this announcement or the Tender Offer Memorandum is in any doubt as to the contents therein 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.
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
