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 (i) outside the United States in accordance with Regulation S under the U.S. Securities Act, and (ii) inside the United States only to qualified institutional buyers pursuant to Rule 144A of the U.S. Securities Act of 1933.
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 in the Regulation No. 20307 of 15 February 2018, 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.
PRESS RELEASE
PIAGGIO GROUP: EURO 250 MILLION BOND ADMITTED TO TRADING TODAY
Milan, 30 April 2018 – Further to the announcement on April 18, 2018, Piaggio & C. S.p.A. hereby announces that it has today settled the exchange offer in the context of its invitation launched on April 9, 2018 to holders of its outstanding €250,000,000 4.625% Senior Notes due 2021 (ISIN: XS1061086846) (the Exchange Offer) and 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 3.625 per cent and issue price of 100 per cent., exclusively reserved to (i) QIBs within the United States and (ii) non-U.S. persons outside the United States.
Starting from today, the bonds are admitted to trading on the Luxembourg Stock Exchange’s Euro MTF Market with ISIN code XS1808984501 (for the Regulation S Notes) and XS1808984923 (for the Rule 144A Notes).
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The securities of Piaggio & C. S.p.A. referred to in this portion of the website have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States of America absent registration or an applicable exemption from registration thereunder.
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