EXOR N.V. (the Company) hereby announces the final results of its invitations to eligible Noteholders of its €750,000,000 2.125 per cent. Notes due 2 December 2022, ISIN XS1329671132 (of which €750,000,000 is currently outstanding) (the 2022 Notes) and its €650,000,000 2.50 per cent. Notes due 8 October 2024, ISIN XS1119021357 (of which €650,000,000 is currently outstanding) (the 2024 Notes, and together with the 2022 Notes, the Notes and each a Series) to tender their Notes for purchase by the Company for cash up to an aggregate maximum acceptance amount of €400,000,000 in aggregate nominal amount (the Maximum Acceptance Amount) (such invitations, the Offers and each an Offer).
The Offers were announced on 12 January 2021 and were made on the terms and subject to the conditions set out in the tender offer memorandum dated 12 January 2021 (the Tender Offer Memorandum) prepared in connection with the Offers, 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 19 January 2021, an aggregate nominal amount of €297,713,000 of Notes has been validly tendered in the Offers.
The Company hereby announces that it accepts all valid tenders of the Notes of each Series pursuant to the Offers and, therefore, no Pro-Ration Factor is expected to be applied to submissions.
The following table sets out, in respect of each Series, (i) the aggregate nominal amount of Notes validly tendered pursuant to the relevant Offer, (ii) the relevant Series Acceptance Amount, (iii) the relevant Purchase Price and (iv) the aggregate nominal amount of Notes that will remain outstanding after the Settlement Date in respect of each Series of Notes.
| Notes | ISIN | Current outstanding amount |
Aggregate nominal amount of Notes tendered |
Series Acceptance Amount |
Purchase Price* |
Purchase Yield |
Nominal amount outstanding after the Settlement Date |
| €750,000,000 2.125 per cent. Notes due 2 December 2022 |
XS1329671132 | €750,000,000 | €148,109,000 | €148,109,000 | 104.089 per cent. |
-0.40% | €601,891,000 |
| €650,000,000 2.50 per cent. Notes due 8 October 2024 |
XS1119021357 | €650,000,000 | €149,604,000 | €149,604,000 | 109.866 per cent. |
-0.15% | €500,396,000 |
⃰ For information purposes only, the Purchase Price set out above will be, in respect of (i) the 2022 Notes 104.089 per cent. (€1,040.89 for each €1,000 in nominal amount) and (ii) the 2024 Notes 109.866 per cent. (€1,098.66 for each €1,000 in nominal amount) based on settlement taking place on 22 January 2021.
The relevant Purchase Price, together with the relevant Accrued Interest, will be paid on the Settlement Date to Noteholders whose Notes have been accepted for purchase by the Company.
The Settlement Date for the Offers is expected to be 22 January 2021.
Further Information
A complete description of the terms and conditions of the Offers is set out in the Tender Offer Memorandum. BNP Paribas, Citigroup Global Markets Limited, Société Générale and UniCredit Bank AG acted as Dealer Managers for the Offers.
THE COMPANY
EXOR N.V.
Gustav Mahlerplein 25 A
1082 MS Amsterdam
The Netherlands
DEALER MANAGERS
BNP Paribas
16, boulevard des Italiens
75009 Paris
France
Telephone: +33 1 55 77 78 94
Attention: Liability Management Group
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
Société Générale
17 Cours Valmy
92987 Paris La Défense Cedex
France
Telephone: +33 1 42 13 32 40 / +33 1 42 13 79 52
Attention: Liability Management
Email: liability.management@sgcib.com
UniCredit Bank AG
Arabellastrasse 12
81925 Munich
Germany
Telephone: +49 89 378-3318825 / +39 02 8862 0581
Attention: Liability Management / DCM Italy
Email: corporate.lm@unicredit.de / agdccorig.uc@unicredit.eu
TENDER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 (0) 20 7704 0880
Attention: Owen Morris
Email: exor@lucid-is.com
