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7 April 2014
PIAGGIO & C. S.P.A. ANNOUNCES EXCHANGE OFFER
Piaggio & C. S.p.A. (the Issuer) announces that it is inviting Qualifying Noteholders of its outstanding €150,000,000 7.00% Senior Notes due December 2016 (ISIN: XS0471946367) (the Existing Notes), to offer their Existing Notes for Euro-denominated Senior Notes due 2021 (the New Notes) to be issued by the Issuer (the Exchange Offer).
The Exchange Offer is made on the terms and subject to the conditions contained in the Exchange Offer Memorandum dated 7 April 2014 (the Exchange Offer Memorandum). This announcement should be read in conjunction with the Exchange Offer Memorandum. Capitalized terms used but not otherwise defined in this announcement shall have the meaning given to them in the Exchange Offer Memorandum. Each of the Existing Notes will be exchangeable for the New Notes, as set forth in the tables below.
Details of the Existing Notes
|ISIN / Common Code
|Outstanding Nominal Amount
|Target Acceptance Amount
|Any and all of the outstanding Existing Notes
Dettagli delle New Notes
|New Issue Amount
|Minimum New Issue Coupon
|New Issue Price
|Seven years; actual maturity to be announced at the New Issue Pricing Date
|To be announced on 14 April 2014 as further described herein
Pursuant to the Exchange Offer, the Issuer invites Qualifying Noteholders, on the terms and subject to the conditions and offer restrictions set out in the Exchange Offer Memorandum, to submit offers to exchange any and all of their Existing Notes for New Notes.
The purpose of the Exchange Offer and Issuer’s announced issuance of the New Notes (including the Additional New Notes) is to optimize the Issuer’s cost of debt and to extend its debt maturity profile. The Issuer has announced the potential issuance of the Additional New Notes, the proceeds of which will be used to (i) redeem the remaining amount of the Existing Notes at a time of the Issuer’s election, (ii) to pay all fees and expenses, including any redemption premium payable on the Existing Notes, associated with the Exchange Offer and the offering of the Additional New Notes and (iii) repay other debt, including short-term debt. The Issuer currently intends to redeem any Existing Notes remaining after consummation of the Exchange Offer. The timing of the redemption will depend on the outcome of the Exchange Offer, the redemption premium of the Existing Notes, the Issuer’s liquidity and prevailing market conditions. The Issuer may issue a redemption notice on some or all of the Existing Notes remaining outstanding upon consummation of the Exchange Offer as early as the Settlement Date.
Existing Notes accepted by Issuer for exchange pursuant to the Exchange Offer will be cancelled.
In order to participate in, and be eligible to receive New Notes pursuant to, the Exchange Offer, Qualifying Noteholders must validly offer Existing Notes for exchange by delivering, or arranging to have delivered on their behalf, a valid Exchange Instruction that is received by the Exchange Agent by 5.00 p.m. (CET) on 15 April 2014 (the Expiration Deadline).
Subject to satisfaction of the New Issue Condition, the nominal amount of New Notes which each Qualifying Noteholder whose Existing Notes are accepted by the Issuer for exchange pursuant to the Exchange Offer will receive on the Settlement Date will be equal to the aggregate nominal amount of such Existing Notes accepted by the Issuer for exchange.
The Exchange Price on the Existing Notes is 104.50% of which the Issuer will pay in cash the difference between the Exchange Price and the New Issue Price, multiplied by the aggregate principal amount of the Existing Notes validly offered and accepted by the Company. The Issuer will also pay Accrued Interest in cash to each such Qualifying Noteholder on the Settlement Date.
The New Notes will be issued at a price of 100% (the New Issue Price) with a New Issue Coupon not lower than the Minimum New Issue Coupon which will be announced by the Issuer at or around 9.00 a.m. (CET) on 14 April 2014.
The New Notes will be issued in a minimum denomination of €100,000 and integral multiples of €1,000 in excess thereof. In order to be eligible to receive New Notes pursuant to the Exchange Offer, a Qualifying Noteholder must validly submit Exchange Instructions in respect of a nominal amount of Existing Notes (a Minimum Exchange Offer Amount) that will entitle such Qualifying Noteholder to receive a nominal amount of New Notes of at least the minimum denomination of €100,000.
The Issuer has announced its intention to issue further notes outside of the scope of the Exchange Offer. The Additional New Notes constitute a portion of the New Notes and are, therefore, issued on identical terms (including the ISIN Code) to, and as a single series with, the New Notes issued pursuant to the Exchange Offer.
Any acceptance by the Issuer for exchange of Existing Notes validly offered for exchange in the Exchange Offer is subject to the pricing of the New Notes (the New Issue Condition), and any references in this Exchange Offer Memorandum to “accepted for exchange” (and all related references) shall be construed as being subject to the satisfaction of the New Issue Condition.
The announcement of the satisfaction of the New Issue Condition is expected to take place before the Settlement Date.
A Qualifying Noteholder who submits an Exchange Instruction in respect of Existing Notes having an aggregate nominal amount of less than the Minimum Exchange Offer will not be eligible to participate in the Exchange Offer, and such Exchange Instruction will not be accepted by the Issuer.
THE EXCHANGE OFFER WILL EXPIRE AT 5.00 P.M. (CENTRAL EUROPEAN TIME) ON 15 APRIL 2014, UNLESS EXTENDED, RE-OPENED OR TERMINATED AS PROVIDED IN THE EXCHANGE OFFER MEMORANDUM. THE DEADLINE SET BY ANY INTERMEDIARY OR CLEARING SYSTEM WILL BE EARLIER THAN THIS DEADLINE. EXCHANGE INSTRUCTIONS WILL BE IRREVOCABLE FROM THE REVOCATION DEADLINE (AND EXCHANGE INSTRUCTIONS SUBMITTED AFTER THE REVOCATION DEADLINE WILL BE IRREVOCABLE FROM THE TIME OF THEIR SUBMISSION), EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN “AMENDMENT AND TERMINATION”.