This announcement does not constitute an offer to sell or the solicitation of an offer to buy any notes, nor will there be any sale of notes referred to in this announcement, in any jurisdiction, including the United States, in which such offer, solicitation or sale is not permitted. The notes have not been registered under the U.S. Securities Act of 1933, as amended (the Securities Act), and may not be offered or sold in the United States absent registration under the U.S. Securities Act or an applicable exemption from the registration requirements of the U.S. Securities Act. The notes are being offered only outside the United States in accordance with Regulation S under the U.S. Securities Act.
This announcement is being distributed only to, and is directed at (i) persons who are outside the United Kingdom, (ii) persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)), (iii) persons who are within Article 43 of the Financial Promotion Order or (iv) any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as relevant persons). The investments to which this announcement relates are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be available only to or will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.
This announcement has been prepared on the basis that any offer of the notes in any Member State of the European Economic Area (EEA) which has implemented the Prospectus Directive (2003/71/EC), as amended by Directive 2010/73/EU (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of notes. Accordingly any person making or intending to make any offer in that Relevant Member State of the notes which are the subject of the placement contemplated in this announcement may only do so in circumstances in which no obligation arises for the issuer or any of the initial purchasers of such notes to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the issuer nor the initial purchasers of such notes have authorized, nor do they authorize, the making of any offer of notes in circumstances in which an obligation arises for the issuer or any initial purchasers of such notes to publish or supplement a prospectus for such offer.
This press release does not constitute an offer to the public in Italy of financial products, as defined under article 1, paragraph 1, letter (t) of legislative decree no. 58 of 24 February 1998, as amended (the Italian Financial Services Act). The notes will be offered in Italy only to (a) qualified investors (investitori qualificati) as defined by Article 26, first paragraph, letter d) of the Regulation No. 16190 of 29 October 2007, as amended (Regulation No.16190), promulgated by the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Article 100 of the Italian Financial Services Act and Article 34-ter, first paragraph, letter b) of CONSOB Regulation No. 11971 of May 14, 1999, as amended (Regulation No. 11971) or (b) in other circumstances which are exempted from the rules on offerings of securities to the Italian Financial Services Act and/or Regulation No. 11971. The notes will not be listed on an Italian regulated market, therefore no documents or materials relating to the notes have been or will be submitted to the clearance procedure of CONSOB.
Neither the content of Piaggio & C. S.p.A.’s website nor any website accessible by hyperlinks on Piaggio & C. S.p.A.’s website is incorporated in, or forms part of, this announcement. The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement contains forward-looking statements and information that is necessarily subject to risks, uncertainties, and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the terms of any such transactions. Piaggio & C. S.p.A. assumes no obligation to update or correct the information contained in this announcement.
PRESS RELEASE
Piaggio: successfully completed the placement of a Euro 250 million bond.
Maturity at 7 years, semi-annual coupon with fixed annual rate of 4.625% and issuance price of 100%
Investors’ subscriptions for over Euro 2 billion
16 April 2014 – Piaggio & C. S.p.A. (Piaggio) has successfully completed today the placement on the high-yield market of a senior unsecured and non-convertible bond of Euro 250 million (the Notes) with a maturity of 7 years and semi-annual coupon with fixed annual rate of 4.625 per cent and issue price of 100 per cent. The proceeds of the Notes will be used primarily to optimize the structure of Piaggio’s indebtedness and, in particular, to lengthen its maturity (from 2.4 to 4 years), reduce its costs and increase the amount of indebtedness raised on the capital markets.
The transaction was very well received by investors both in Italy and abroad and the offering was more than 8 times oversubscribed with subscriptions, for a total amount of subscriptions of over Euro 2 billion, inducing Piaggio to increase the issued amount from Euro 200 million to Euro 250 million.
The principal amount will be entirely repaid at maturity in April 2021, without prejudice to the possibility for Piaggio to repay the amount in advance subject to the satisfaction of certain conditions. Under the Notes, Piaggio will be required to comply with certain restrictions in line with market practice for similar transactions.
The Notes, which were rated by Moody’s (Ba3 Stable) and S&P (BB- Neg), have been placed exclusively outside of the United States of America.
Settlement and admission to trading on the Euro MTF Market managed by the Luxembourg Stock Exchange is expected to take place on 24 April 2014.
The proceeds of the Notes will be used primarily in the context of the liability management transaction announced on 7 April 2014 aimed at the pre-payment of Piaggio’s outstanding €150,000,000 7.00% Senior Notes due December 2016, as well as the repayment of shortterm financial indebtedness. Furthermore, the indicative results of the exchange offer in connection with the pre-payment of such notes showed that approximately 72% of holders offered to exchange, confirming the investors’ strong interest in continuing their relationship with Piaggio.
Banca IMI S.p.A., BNP Paribas, BofA Merrill Lynch, HSBC Bank plc, Mediobanca – Banca di Credito Finanziario S.p.A., and UniCredit Bank AG acted as joint bookrunners.