april 09, 2018 - Piaggio Group

NOTICE OF REDEMPTION OF PIAGGIO & C. S.P.A. – OPTIONAL REDEMPTION DATE

€250,000,000
4.625% Senior Notes due 2021
ISIN: XS1061086846; Common Code: 106108684

Milan, 09 April 2018 – We refer to Sections 3.2, 3.4 and 11.1 of the indenture dated as of April 24, 2014 (the “Indenture”) by and among, inter alios, Piaggio & C. S.p.A., as Issuer (the “Issuer”), Deutsche Trustee Company Limited as Trustee and Deutsche Bank AG, London Branch, as Paying Agent, pursuant to which the Issuer issued its €250,000,000 4.625% Senior Notes due 2021 (the “Notes”). The terms not otherwise defined herein shall have the meanings given to them in the Indenture.

Notice is hereby given to holders of the Notes that, subject to the Refinancing Condition (as defined below) being satisfied or waived, the Issuer hereby elects to redeem the entire principal amount of the Notes outstanding on the Optional Redemption Date (as defined below) pursuant to Section 3.1 of the Indenture and paragraph 8 of the Notes. The Issuer is redeeming the Notes at an amount in cash equal to the aggregate Redemption Price (as defined below) of the Notes.

The redemption of all the Notes on the Optional Redemption Date is conditional upon the Issuer taking certain refinancing actions that will provide sufficient net cash proceeds to the Issuer to fund the redemption (the “Refinancing Condition”). In the event that the Refinancing Condition is not satisfied or waived by the Issuer (in its sole discretion) by the Optional Redemption Date, the redemption will not occur and this Conditional Notice of Redemption will be rescinded.

Accordingly, none of the Notes shall be deemed due and payable on the Optional Redemption Date unless and until the Refinancing Condition is satisfied or waived by the Issuer in its sole discretion.

Subject to the satisfaction or waiver of the Refinancing Condition, the redemption date for the Notes will be the later of (i) May 9, 2018 and, (ii) if the Refinancing Condition has not been satisfied or waived on or by May 9, 2018, the Business Day immediately following the satisfaction or waiver of the Refinancing Condition, provided that such date shall not be more than sixty (60) days from the date hereof (the “Optional Redemption Date”). The record date, on which any of the holders of the Notes must hold such Notes in order to be entitled to the Redemption Price, will be the Business Day immediately prior to the Optional Redemption Date.

Subject to the Issuer’s determination in its sole discretion that the Refinancing Condition has been satisfied before the Optional Redemption Date, or that the Refinancing Condition shall be waived, the remaining terms and conditions of the redemption are as follows:

  1.  The Optional Redemption Date and the record date for the Notes will be as described above.
  1.  The redemption price of the Notes (the “Redemption Price”) will be an amount equal to the aggregate amount of (i) 101.1563% per cent of the principal outstanding amount of the Notes plus (ii) interest accrued and unpaid thereon to (but excluding) the Optional Redemption Date.
  1. Unless the Issuer defaults in paying the Redemption Price (in whole or in part) in accordance with the terms hereof, the Notes will cease to accrue interest and any additional amounts on the Optional Redemption Date and the only remaining right of the holders of the Notes will be to receive payment of the Redemption Price of the Notes redeemed.
  1. The Notes are being redeemed in full, pursuant to Section 3.1 of the Indenture and Paragraph 8 of the Notes.
  1.  The Issuer will (i) provide written notice to the Trustee and the Paying Agent at least one Business Day prior to the Optional Redemption Date and (ii) publish a press release or other public announcement at least one Business Day prior to the Optional Redemption Date stating that the Refinancing Condition has been satisfied or waived, as the case may be.

If the Refinancing Condition has not been satisfied or waived by the Optional Redemption Date or the redemption will otherwise not occur:

(a)   The Issuer will (i) provide written notice to the Trustee and the PayingAgentat least one Business Day prior to the Optional Redemption Date and (ii) publish a press release or other public announcement stating that the Refinancing Condition has been neither satisfied nor waived; and

(b)   The Notes will continue to be outstanding,no Redemption Price will be paid and interest shall continueto accrue in accordance with the Indenture and the Note.

Piaggio & C. S.p.A.