Rome, June 12, 2017. Nuovo Trasporto Viaggiatori S.p.A. announces the offer of €500,000,000 aggregate principal amount of senior secured floating rate notes due 2023. The issue and offering of the notes was approved on June 9, 2017 by the Board of Directors of the Company.
The notes will be senior obligations of the Company and it is expected they will be secured by a pledge on the Company’s shares.
The Company also expects to enter into a new credit facility agreement for an aggregate amount of approximately €210,000,000, split between a term loan and a revolving credit facility, which will be secured on a pari passu basis by the same collateral securing the notes.
The Company intends to use the proceeds from the issuance of the notes, together with the proceeds from the new credit facility agreement, to repay all of its existing financial indebtedness.
The banks involved in the offering of the notes are Banca IMI Intesa Sanpaolo Group and Credit Suisse, as Joint Bookrunners and Global Coordinators, Goldman Sachs International, as Joint Bookrunner, and Banca Akros S.p.A. Gruppo BANCO BPM and MPS Capital Services, as Co-Managers.
The Company will determine and publish the final terms and conditions of the notes at pricing upon completion of the bookbuilding activities. The notes will be reserved to qualified investors outside the United States of America pursuant to Regulation S under the US Securities Act of 1933, as amended, and to qualified institutional buyers, within the meaning of Rule 144A under the U.S. Securities Act. The notes are also expected to be admitted to be listed on the Official List of the Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange’s Euro MTF market.
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Important Regulatory Notice
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any Notes, nor will there be any sale of Notes referred to in this announcement, in any jurisdiction, including the United States, in which such offer, solicitation or sale is not permitted. The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold in the United States absent registration under the U.S. Securities Act or an applicable exemption from the registration requirements of the U.S. Securities Act. The Notes are being offered only to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act and outside the United States in accordance with Regulation S under the U.S. Securities Act.
Copies of this announcement are not being made and may not be distributed or sent into the United States, Canada, Australia or Japan.
This announcement is for distribution only to, and is only directed at, persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (‘‘high net-worth companies, unincorporated associations, etc.’’) of the Financial Promotion Order or (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) in connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The investments to which this announcement relates are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
This announcement has been prepared on the basis that all offers of the Notes in any member state of the European Economic Area (the “EEA”) will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of the Notes. The expression Prospectus Directive means Directive 2003/71/EC (as amended), and includes any relevant implementing measure in the Member State concerned.
This transaction has not been cleared by the Commissione Nazionale per la Società e la Borsa (“CONSOB”) (the Italian securities exchange commission), pursuant to Italian securities legislation and will not be subject to formal review by CONSOB. Accordingly, no Notes may be offered, sold or delivered, directly or indirectly nor may copies of the Offering Memorandum or of any other document relating to the Notes be distributed in the Republic of Italy, except (a) to qualified investors (investitori qualificati) as referred to in Article 100 of the Italian Legislative Decree No. 58 of February 24, 1998, as amended (the “Italian Financial Act”), and as defined in
Article 26, first paragraph, letter (d) of CONSOB Regulation No. 16190 of October 29, 2007, as amended (“Regulation 16190”), pursuant to Article 34-ter, first paragraph letter (b) of CONSOB
Regulation No. 11971 of May 14, 1999, as amended (the “Issuer Regulation”), implementing Article 100 of the Italian Financial Act; and (b) in any other circumstances which are exempted from the rules on public offerings pursuant to Article 100 of the Italian Financial Act and the implementing CONSOB regulations, including the Issuer Regulation.
Neither the content of Nuovo Trasporto Viaggiatori S.p.A.’s website nor any website accessible by hyperlinks on Nuovo Trasporto Viaggiatori S.p.A.’s website is incorporated in, or forms part of, this announcement. The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement contains forward-looking statements and information that is necessarily subject to risks, uncertainties, and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the terms of any such transactions. Nuovo Trasporto Viaggiatori S.p.A. assumes no obligation to update or correct the information contained in this announcement.
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