Milan, 16 April 2018 – Piaggio & C. S.p.A. (the Issuer) hereby announces the Minimum New Issue Coupon payable on the Euro-denominated Senior Notes due 2025 (the New Notes) to be issued by the Issuer in the context of its invitation launched on 9 April 2018 to holders of its outstanding €250,000,000 4.625% Senior Notes due 2021 (ISIN: XS1061086846) (the Existing Notes) to offer any and all of their Existing Notes for the New Notes (the Exchange Offer).
The Exchange Offer was made on the terms and subject to the conditions contained in the Exchange Offer Memorandum dated 9 April 2018 (the Exchange Offer Memorandum), including the offer and distribution restrictions contained therein. 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.
The Issuer hereby announces that the Minimum New Issue Coupon payable on the New Notes is 3.625%. The New Notes will be issued at the New Issue Price of 100.00 per cent. and with a New Issue Coupon no lower than the Minimum New Issue Coupon.
Exchange Instructions become (and Exchange Instructions submitted after this deadline are) irrevocable (other than in the limited circumstances described in “Amendment and Termination” in the Exchange Offer Memorandum) at 4.00 p.m. (CET) on Tuesday, 17 April 2018 (the Revocation Deadline).
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 17 April 2018 (the Expiration Deadline).
Announcement of the indicative Exchange Offer Acceptance Amount, acceptance of which will be subject to the satisfaction or waiver of the New Issue Condition, is expected to take place at or around 9.00 a.m. (CET) on Wednesday, 18 April 2018.
Determination of the New Issue Coupon and the final maturity date of the New Notes is expected to take place on 18 April 2018. As soon as reasonably practicable after the New Issue Pricing Date, the Issuer will announce whether it will accept valid offers of Existing Notes for exchange pursuant to the Exchange Offer (subject to the satisfaction or waiver of the New Issue Condition). If so accepted, the Issuer will also announce (i) the Exchange Offer Acceptance Amount, (ii) the final aggregate nominal amount of New Notes to be issued and (iii) the New Issue Coupon.
The announcement of the satisfaction of the New Issue Condition is expected to take place at or around 9.00 am (CET) on the Settlement Date.
THE EXCHANGE OFFER WILL EXPIRE AT 5.00 P.M. (CENTRAL EUROPEAN TIME) ON 17 APRIL 2018, 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” OF THE EXCHANGE OFFER MEMORANDUM.
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