AUTOSTRADE PER L’ITALIA ANNOUNCES A FIXED RATE BOND ISSUE, RESERVED FOR INSTITUTIONAL INVESTORS, IN CONNECTION WITH A SERIES OF TENDER OFFERS FOR ITS EXISTING NOTES
Rome, 11 September 2017 – Autostrade per l’Italia S.p.A. (the “Issuer” or “ASPI”) hereby announces its intention to issue a series of new euro-denominated fixed rate notes (the “New Notes”) under its €7,000,000,000 Euro Medium Term Note Programme (the “Programme”).
In connection with the proposed issue of New Notes, BNP Paribas S.A. (the “Offeror”) has announced an invitation to the holders (“Noteholders”) of each series of the outstanding (i) €1,000,000,000 4.500 per cent. Senior Guaranteed Notes due 8 February 2019 (ISIN: XS0744125302) (the “2019 Notes”), (ii) €750,000,000 4.375 per cent. Senior Guaranteed Notes due 16 March 2020 (ISIN: XS0828749761) (the “2020 Notes”), (iii) €750,000,000 2.875 per cent. Senior Guaranteed Notes due 26 February 2021 (ISIN: XS0986174851) (the “February 2021 Notes”) and (iv) €650,000,000 1.125 per cent. Notes due 4 November 2021 (ISIN: XS1316567343) (the “November 2021 Notes”), all issued by Autostrade per l’Italia S.p.A. (the “Issuer” or “ASPI”) and, save in respect of the November 2021 Notes, guaranteed by Atlantia (each of the 2019 Notes, the 2020 Notes, the February 2021 Notes and the November 2021 Notes a “Series” and collectively, the “Notes”) to tender their Notes for purchase by the Offeror for cash up to a maximum aggregate principal amount of €650,000,000 across all Series of Notes, such amount being subject to the right of the Offeror to increase or decrease it (each, an “Offer” and together, the “Offers”) subject to the satisfaction of the New Notes Condition (as defined below).
The launch announcement for the Offers is available on the website of the Irish Stock Exchange at www.ise.ie.
Whether the Offeror will accept for purchase any Notes validly tendered in the Offers is subject, without limitation, to (i) the pricing of the New Notes; (ii) the signing by the Issuer and the joint lead managers appointed in connection with the New Notes of a subscription agreement for the purchase of, and subscription for, the New Notes and (iii) such subscription agreement remaining in full force and effect as at the settlement date (the “New Notes Condition”).
Key Terms of the Offer
As at the date hereof, the aggregate principal amount of Notes to be accepted in the Offers across all Series of Notes combined will be the maximum aggregate principal amount of €650,000,000 across all Series of Notes combined, such amount being subject to the right of the Offeror to increase or decrease it. The Offeror will determine the allocation of funds between each Series of Notes in its sole and absolute discretion and reserves the right to accept significantly more or less (or none) of the Notes of any Series (subject to proration, if applicable), as compared to the other Series. The Offeror may also, in its sole discretion, extend, amend, withdraw or terminate the Offers at any time (subject to applicable law and as provided in the Tender Offer Memorandum).
The Offers begin on 11 September 2017 (the “Launch Date”) and expire at 5.00 p.m., CET time, on 18 September 2017 (the “Expiration Deadline”), unless the period for the relevant Offer is extended or reopened or the relevant Offer is amended or terminated.
An announcement as to whether the Offeror will accept valid tenders of Notes pursuant to all or any of the Offers is currently expected to be made as soon as reasonably practicable after 2.00 p.m. (CET) on 19 September 2017.
The expected date for payment of the purchase amount and accrued interest payments for the Notes accepted for purchase and settlement of such purchases is expected to be 21 September 2017.
No action has been or will be taken in any jurisdiction that would permit a public offering of the New Notes in certain jurisdictions and circumstances where it is restricted by law. In particular, the New Notes are not being, and will not be, offered or sold in the United States. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the “Securities Act”). The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). Offering of the New Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (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 any offer of securities.