april 18, 2018 - Piaggio Group

PIAGGIO & C. S.P.A. ANNOUNCES INDICATIVE RESULTS WITH REGARD TO ITS EXCHANGE OFFER

Milan, 18 April 2018 – Piaggio & C. S.p.A. (the Issuer) hereby announces indicative results 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 Euro-denominated Senior Notes due 2025 (the New Notes) to be issued by the Issuer (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 and the Minimum New Issue Coupon announcement dated 16 April 2018. Capitalized terms used but not otherwise defined in this announcement shall have the meaning given to them in the Exchange Offer Memorandum.

As of the Expiration Deadline at 5.00 pm (CET) on 17 April 2018, the Issuer has received valid offers for €81,503,000 million in aggregate principal amount of the Existing  Notes pursuant to the Exchange Offer. The table below sets out the aggregate principal amount of valid offers which the Issuer has received in respect of the Existing Notes:

Title of Security

ISIN/Common Code

Principal Amount Outstanding

Exchange Price

Aggregate principal amount of valid offers

4.625% Senior Notes due December 2016

XS1061086846

€250,000,000

101.272%

€81,503,000

On the basis of the amount of valid offers received by the Issuer and of the New Issue Price, which will be at 100.00 per cent., the aggregate nominal amount of the New Notes to be issued as part of the Exchange Offer (excluding any Additional New Notes) would be €81,503,000. The Issuer will pay in cash the difference between the Exchange Price and the New Issue Price, multiplied by the aggregate principal amount of the Existing Notes validly offered by a Qualifying Noteholder and accepted by the Issuer. The Issuer will also pay the Accrued Interest in cash.

Pursuant to the terms and conditions of the Existing Notes, in respect of the interest payment date scheduled on 30 April 2018, such payment will be payable to persons who are Noteholders at the close of business on 14 April 2018. As a result and for the avoidance of doubt, based upon an expected Settlement Date on 30 April 2018, there will not be any Accrued Interest as part of the Cash Amount.

The Issuer has announced its intention to issue Additional New Notes, which will constitute a portion of the overall issuance of the New Notes. The New Notes are now expected to be €250,000,000 in aggregate principal amount.

The proceeds of issuance of the Additional New Notes will be used, to the extent available and in an order of priority to be determined by the Issuer in its sole discretion, to (i) fund, in whole or in part, payment of the Cash Amounts for Existing Notes accepted for exchange pursuant to the Exchange Offer, (ii) pay all or a portion of the fees and expenses associated with the Exchange Offer and the offering of the Additional New Notes and subsequently (iii) redeem any remaining Existing Notes outstanding after the consummation of the Exchange Offer on or prior to the date of redemption set out in the Conditional Redemption Notice.

Determination of the New Issue Coupon and the final maturity date of the New Notes is expected to take place later today. 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 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.