NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSONLOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIESAND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THEDISTRICT OF COLUMBIA (INCLUDING PUERTO RICO, THE U.S.VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND ANDTHE NORTHERN MARIANA ISLANDS) OR TO ANY U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) OR IN OR INTO OR TO ANYPERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTIONWHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
19 October 2016. Further to the announcement on 12 October 2016, Acea S.p.A. (the “Issuer”) hereby announces the non-binding results of its invitation to the holders of the (i) €600,000,000 3.750 per cent. Notes due 12 September 2018 (ISIN: XS0970840095) (the “2018 Notes”), and (ii) €500,000,000 4.50 per cent. Notes due 16 March 2020 (ISIN: XS0495012428) (the “2020 Notes” and together with the 2018 Notes, the “Notes” and each a “Series”) of the Issuer to tender their Notes for purchase by the Issuer for cash (such invitation, the “Offers” and each an “Offer”) for up to €300,000,000 in aggregate nominal amount of the Notes (the “Target Acceptance Amount”), on the terms and subject to the conditions contained in the tender offer memorandum dated 12 October 2016 (the “Tender Offer Memorandum”).
Capitalised terms and expressions used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum and the announcement published on 12 October 2016.
The Offers were launched by the Issuer on 12 October 2016, as announced on the same date, and were made on the terms and subject to the conditions set out in the Tender Offer Memorandum.
At the expiration deadline of each of the Offers, €346,836,000 in aggregate principal amount of the Notes had been validly tendered pursuant to the Offers. The Issuer intends to accept for purchase an aggregate nominal amount of Notes equal to €346,836,000.
If the New Notes Condition is satisfied, the Issuer intends to accept for purchase the following indicative Series Acceptance Amounts in respect of each of the following Series of Notes:
The settlement date for each of the Offers is expected to be 24 October 2016.
As soon as reasonably practicable on 24 October 2016, the Issuer will announce its decision as to whether to accept valid tenders of Notes for purchase pursuant to the Offers (including, if applicable, the Settlement Date for such Offers), together with details of (i) each Purchase Price and the relevant Accrued Interest, (as applicable); (ii) each Series Acceptance Amount and the Final Acceptance Amount; (iii) each Series Pro-Ration Factor, if applicable; and (iv) whether the New Notes Condition has been satisfied.
Barclays Bank PLC, BNP Paribas and Deutsche Bank AG, London Branch act as Global Coordinators and Dealer Managers. Banca IMI S.p.A. and Crédit Agricole Corporate and Investment Bank are the Dealer Managers for the Offers. Lucid Issuer Services Limited acts as Tender Agent.
This press release shall be read in conjunction with the Tender Offer Memorandum containing the terms and conditions of the Offers and the announcement published on 12 October 2016.
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