Information  X 
Enter a valid email address

ENEL - Societa (IRSH)

  Print      Mail a friend

Wednesday 15 May, 2019

ENEL - Societa

ENEL S.P.A Announces Exchange offers

RNS Number : 1047Z
ENEL - Societa per Azioni
15 May 2019
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED BELOW) OR IN OR INTO THE UNITED STATES OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

ENEL S.P.A. ANNOUNCES EXCHANGE OFFERS     

Rome, 15 May 2019. ENEL S.p.A. (the "Issuer") hereby announces that it is inviting holders of its (i) €1,000,000,000 Capital Securities due 2075 (the "Non-Call 2020 Securities") and (ii) €1,250,000,000 Capital Securities due 2074 (the "Non-Call 2024 Securities", and together with the Non-Call 2020 Securities, the "Existing Securities" and each an "Existing Series"), to offer to exchange up to the Maximum Acceptance Amount (as defined in the Exchange Offer Memorandum) of such Existing Securities of either Existing Series for euro denominated capital securities (the "Exchange New Securities") to be issued by the Issuer, calculated using the relevant Exchange Ratio for each Existing Series (each such invitation, an "Exchange Offer" and together, the "Exchange Offers"), together with any Accrued Interest and Cash Rounding Amount (as defined in the Exchange Offer Memorandum).

The Exchange Offers are made on the terms and subject to the conditions set out in the exchange offer memorandum dated 15 May 2019 (the "Exchange Offer Memorandum") prepared in connection with the Exchange Offers and is subject to the offer and distribution restrictions set out below. Capitalised terms used in this announcement and not otherwise defined herein have the meanings given to them in the Exchange Offer Memorandum.

 


Exchange New Securities


Securities

ISIN

Aggregate Nominal Amount Outstanding

Existing Securities Call Date

Existing Securities Coupon

Exchange Spread

Exchange Yield

Exchange New Securities Issue Yield

Exchange New Securities Issue Price

Exchange New Securities Coupon

Exchange New Securities First Call Date

Exchange New Securities Maturity Date

Maximum Acceptance Amount

€1,000,000,000 Capital Securities due 2075

XS1014997073

€749,981,000

15 January 2020

5.000%

N/A

-0.20 %2

Expected to be the same as the yield of the Standalone New Securities.

Expected to be the same as the issue price of the Standalone New Securities.

Expected to be the same as the coupon of the Standalone New Securities.

24 May 2025

24 May 2080

Subject as set out herein, a maximum aggregate nominal amount of Existing Securities (of both Existing Series) as will result in the Exchange New Securities Amount being issued being equal to €750,000,000 (subject to the right of the Issuer in its absolute discretion, to increase or decrease such aggregate nominal amount) less the amount of Standalone New Securities, such amount being subject to the right of the Issuer, in its sole and absolute discretion, to purchase more or less than the Maximum Acceptance Amount, subject to applicable law and allocated between the Existing Securities of each Existing Series at the Issuer's sole and absolute discretion. 3

€1,250,000,000 Capital Securities due 2074

XS0954675129

€513,256,000

10 January 2024

5.451%1

245bps

as defined below

Expected to be the same as the yield of the Standalone New Securities.

Expected to be the same as the issue price of the Standalone New Securities.

Expected to be the same as the coupon of the Standalone New Securities.

24 May 2025

24 May 2080

 

1 The Existing Securities Coupon for the Non-Call 2024 Securities is the currently applicable existing securities coupon which was reset on 10 January 2019.

2 For information purposes only, the Exchange Price in respect of the Non-Call 2020 Securities, determined in the manner described in "Exchange Offers-Exchange Price, Exchange Ratio and Cash Rounding Amount" will be 103.369 per cent. if the Settlement Date is 24 May 2019. Should the Settlement Date be postponed, the Exchange Price in respect of the Non-Call 2020 Securities will be recalculated and will be announced, for information purposes only, as soon as reasonably practicable after the Exchange Offer Pricing Time on the Exchange Offer Pricing Date.

3 The Exchange New Securities Amount is the aggregate nominal amount of Exchange New Securities to be issued by the Issuer, which, when aggregated with the aggregate nominal amount of Standalone New Securities to be issued, shall be no greater than Euro 750,000,000, subject to the right of the Issuer, in its absolute discretion, to increase or decrease such aggregate nominal amount. Each of the Maximum Acceptance Amount and the Exchange New Securities Amount will be determined at the Exchange Offer Pricing Time on the Exchange Offer Pricing Date and announced as soon as reasonably practicable thereafter.

Overview

The Issuer is inviting holders of the Existing Securities (the "Securityholders") (subject to the offer and distribution restrictions referred to below) to Offer to Exchange their Existing Securities up to the Maximum Acceptance Amount (as defined in "Maximum Acceptance Amount" below).

Each Exchange Offer is made on the terms and subject to the conditions set out in the Exchange Offer Memorandum.

Subject as set out in the Exchange Offer Memorandum, holders of Existing Securities of each Existing Series which have been the subject matter of valid Exchange Instructions and accepted for exchange pursuant to the relevant Exchange Offer will receive, on the Settlement Date, subject to the Maximum Acceptance Amount, Exchange New Securities (calculated as the product of the relevant Exchange Ratio and the Existing Securities of the relevant Existing Series validly offered for exchange and accepted for exchange), subject to any pro-rationing as set out in the Exchange Offer Memorandum.

 

Each Exchange Offer begins on 15 May 2019 and will expire at the Expiration Deadline, unless the period for the Exchange Offers is extended, re-opened or terminated, in each case, as provided in the Exchange Offer Memorandum.

An amount equal to accrued and unpaid interest on the Existing Securities up to (but excluding) the Settlement Date and any Cash Rounding Amount will be paid in cash on the Settlement Date.

Rationale for each Exchange Offer

The purpose of the Exchange Offers, and the intended issuance of the Exchange New Securities and the Standalone New Securities, is to proactively manage the Issuer's hybrid portfolio and debt structure. See "Exchange New Securities" and "Standalone New Securities" below.

The Exchange Offers

Before making a decision whether to offer Existing Securities for exchange, Securityholders should carefully consider all of the information contained in, and incorporated by reference into, the Exchange Offer Memorandum (including all of the information in, and incorporated by reference in, the preliminary offering circular prepared in connection with the issue of the Exchange New Securities and the Standalone New Securities set out in Annex 1 to the Exchange Offer Memorandum (the "Preliminary Offering Circular") and, in particular, the risk factors described or referred to in "Risk Factors and Other Considerations" of the Exchange Offer Memorandum and the section entitled "Risk Factors" set out on pages 1 to 32 (inclusive) of the Preliminary Offering Circular and they should seek advice from any tax, accounting, financial and legal advisers they deem necessary.

Determination of Exchange New Securities Issue Yield, Exchange New Securities Issue Price and Exchange New Securities Coupon

The Exchange New Securities Issue Yield is expected to be the same as the yield of the Standalone New Securities, the Exchange New Securities Issue Price is expected to be the same as the issue price of the Standalone New Securities and the Exchange New Securities Coupon is expected to be the same as the coupon of the Standalone New Securities and will each be calculated in accordance with market convention.

Each of the Exchange New Securities Issue Yield, the Exchange New Securities Issue Price and the Exchange New Securities Coupon will be announced as soon as reasonably practicable on the Standalone New Issue Pricing Date.

Exchange Price, Exchange Ratio and Cash Rounding Amount

Existing Securities accepted by the Issuer for exchange will receive, on the Settlement Date, an aggregate nominal amount of the Exchange New Securities (rounded down to the nearest €1,000) equal to the product of (i) the aggregate nominal amount of the Existing Securities validly offered for exchange and accepted for exchange and (ii) the relevant Exchange Ratio for such Existing Securities.

The relevant Exchange Ratio applicable to each Existing Series will be calculated by dividing (i) the Exchange Price of such Existing Series (expressed as a percentage of the nominal amount of such Existing Series) by (ii) the Exchange New Securities Issue Price and will be rounded to six decimal places, with 0.0000005 rounded upwards.

The Non-Call 2020 Securities Exchange Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the Non-Call 2020 Securities, and is intended to reflect a yield to the Existing Securities Call Date of the Non-Call 2020 Securities on the Settlement Date based on the Non-Call 2020 Securities Exchange Yield.

The Non-Call 2024 Securities Exchange Price will be calculated by reference to the sum of (a) the Exchange Spread (being 245 bps) and (b) the Non-Call 2024 Interpolated Mid-Swap Rate (rounded to 3 decimal places, with 0.0005 rounded upwards). The Non-Call 2024 Securities Exchange Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the Non-Call 2024 Securities and is intended to reflect a yield to the Existing Securities Call Date of the Non-Call 2024 Securities on the Settlement Date based on the Non-Call 2024 Securities Exchange Yield. 

The relevant Exchange Ratio for each Existing Series will be announced as soon as reasonably practicable after the Exchange Offer Pricing Time on the Exchange Offer Pricing Date.

If, as a result of the application of the relevant Exchange Ratio (and/or any applicable Pro-Ration Factor), a Securityholder would be entitled to receive an aggregate nominal amount of Exchange New Securities that is not an integral multiple of €1,000, the Issuer will pay, or procure that there is paid, in cash to that Securityholder on the Settlement Date the Cash Rounding Amount, which is the amount equal to (i) the fractional portion of such aggregate nominal amount that is not such an integral multiple, multiplied by (ii) the Exchange New Securities Issue Price (rounded to the nearest €0.01, with half a cent being rounded upwards).

Accrued Interest

On the Settlement Date, the Issuer will pay or procure that there is paid to all Securityholders who have validly offered to exchange their Existing Securities of each Existing Series pursuant to the relevant Exchange Offer and which Existing Securities are accepted for exchange, an amount in cash equal to interest accrued and unpaid on such Existing Securities from (and including) the immediately preceding interest payment date up to (but excluding) the Settlement Date.

Provided that the Exchange New Securities and the relevant funds have been deposited with the Clearing Systems on or before the Settlement Date, no additional interest or other amount will be payable for the period of any delay in respect of the receipt by the holder of the Exchange New Securities, any Accrued Interest and any Cash Rounding Amount.

Maximum Acceptance Amount and Pro-Ration of Existing Securities

If the Issuer decides, in its sole discretion, in respect of Existing Securities of either Existing Series, to accept for exchange valid Offers to Exchange Existing Securities of either Existing Series for Exchange New Securities pursuant to each Exchange Offer, it will only accept an aggregate nominal amount of Existing Securities (of both Existing Series) validly Offered for Exchange which will not exceed the Exchange New Securities Amount, such amount being subject to the right of the Issuer, in its sole and absolute discretion, to accept for exchange more or less than the Maximum Acceptance Amount, subject to applicable law (the "Maximum Acceptance Amount").

The Exchange New Securities Amount is the aggregate nominal amount of Exchange New Securities to be issued by the Issuer, which, when aggregated with the aggregate nominal amount of Standalone New Securities to be issued, shall be no greater than Euro 750,000,000, subject to the right of the Issuer, in its absolute discretion, to increase or decrease such aggregate nominal amount. Each of the Maximum Acceptance Amount and the Exchange New Securities Amount will be determined at the Pricing Time on the Pricing Date and announced as soon as reasonably practicable thereafter.

The Issuer will determine in its sole and absolute discretion and for any reason the allocation of the nominal amount of Existing Securities of each Existing Series accepted for exchange pursuant to the relevant Exchange Offer (the final aggregate nominal amount of an Existing Series accepted for exchange being referred to as the Acceptance Amount in respect of such Existing Series), provided that the Issuer will set each Acceptance Amount at a level which will ensure that the aggregate nominal amount of Existing Securities that the Issuer will accept for exchange shall not exceed the Maximum Acceptance Amount. Additionally, the Issuer reserves the right in its sole and absolute discretion and for any reason to accept significantly more or less (or none) of one Existing Series of Existing Securities as compared to the other Existing Series of Existing Securities.

The Acceptance Amount for each Existing Series will be determined by the Issuer in its sole and absolute discretion shortly following the Expiration Deadline by reference to the aggregate nominal amount of Existing Securities of each Existing Series accepted for exchange by the Issuer pursuant to the relevant Exchange Offer, and will be announced as soon as reasonably practicable after the Exchange Offer Pricing Time on the Exchange Offer Pricing Date.

Where, due to the Acceptance Amount in respect of any Existing Series being exceeded, offers to exchange in respect of such Existing Series are to be accepted by the Issuer on a pro-rata basis, for the purposes of such acceptance each such offer for exchange will be scaled by a factor (each, a "Pro-Ration Factor") equal to (i) the Acceptance Amount for the relevant Existing Series, divided by (ii) the aggregate nominal amount of all of the Existing Securities of the relevant Existing Series that have been validly offered for exchange (subject to adjustment to allow for the aggregate nominal amount of such Existing Series accepted to equal as closely as possible the Acceptance Amount in respect of the relevant Existing Series). Each such Offer to Exchange will be rounded down to the nearest €1,000 after application of the Pro-Ration Factor. 

In the event of such scaling of offers to exchange Existing Securities for Exchange New Securities, the Issuer will only accept such offers to exchange such Existing Securities subject to scaling to the extent such scaling would not result in the relevant Securityholder Offering to Exchange less than the Minimum Offer Amount.

Minimum Offer Amount

The Exchange New Securities will be issued in the denominations of €100,000 and integral multiples of €1,000 in excess thereof. Accordingly, in order to be eligible to receive the Exchange New Securities pursuant to each Exchange Offer, Securityholders must validly Offer to Exchange an aggregate nominal amount of Existing Securities of the relevant Existing Series at least equal to the Minimum Offer Amount for such Existing Series such that after the application of the relevant Exchange Ratio for the relevant Existing Series, a Securityholder will be eligible to receive at least €100,000 in nominal amount of Exchange New Securities (also after application of the Pro-Ration Factor, if applicable).

A Securityholder, in respect of Existing Securities of either Existing Series, having a nominal amount less than the Minimum Offer Amount may acquire such further Existing Securities of such Existing Series as is necessary to enable that Securityholder to be able to offer for exchange the Minimum Offer Amount pursuant to the relevant Exchange Offer.

In addition, in order to be valid, Exchange Instructions need to be submitted in the Minimum Specified Denominations of €100,000 and integral multiples of €1,000 in excess thereof.

Acceptance of Offers to Exchange  

The Issuer intends to announce, inter alia, whether Offers for Exchange are accepted for exchange pursuant to each Exchange Offer as soon as reasonably practicable after the Exchange Offer Pricing Time on the Exchange Offer Pricing Date.

Securityholders whose Existing Securities of either Existing Series Offered for Exchange are not accepted, or who do not participate in the Exchange Offers, will not be eligible to receive the Exchange New Securities in exchange for such Existing Securities (and any other related payment) and shall continue to hold such Existing Securities subject to their terms and conditions.

The Issuer will have the absolute discretion at any time to accept for exchange any Existing Securities Offered for Exchange, in respect of which the Offers to Exchange would otherwise be invalid or, in the sole opinion of the Issuer may otherwise be invalid.

The Issuer may reject any Offer to Exchange it considers at its sole and absolute discretion not to have been validly offered in the relevant Exchange Offer and the Issuer is not under any obligation to any relevant Securityholder to furnish any reason or justification for refusing to accept such offers. For example, Exchange Instructions may be rejected and not accepted and may be treated as not having been validly offered in the relevant Exchange Offer if any such offer does not comply with the requirements of a particular jurisdiction.

Any Existing Securities that are not successfully Offered to Exchange pursuant to the relevant Exchange Offer will remain outstanding and subject to their terms and conditions.

Settlement

                On the Settlement Date, subject to the satisfaction or waiver of the conditions to the relevant Exchange Offer, the Issuer will procure that the Exchange New Securities will be delivered to the Securityholders of Existing Securities of the relevant Existing Series in respect of Existing Securities of such Securityholders validly Offered for Exchange and accepted for exchange pursuant to the relevant Exchange Offer, subject to the satisfaction of the Minimum Offer Amount and subject to the Maximum Acceptance Amount. In addition, on the Settlement Date, the Issuer will pay, or procure that there is paid, to Securityholders in respect of the Existing Securities of such Securityholders validly Offered for Exchange and accepted for exchange pursuant to the relevant Exchange Offer a cash amount equal to (i) any Accrued Interest, and (ii) any Cash Rounding Amount, if applicable.

                The Exchange New Securities will be delivered and cash payments made to the Clearing System accounts in which the relevant Existing Securities are held. The delivery of such Exchange New Securities and payment of such aggregate amounts to the Clearing Systems will discharge in full the obligation of the Issuer to all the relevant Securityholders in respect of the delivery of the Exchange New Securities or, as the case may be, the payment of any Accrued Interest and Cash Rounding Amount.

            Exchange New Securities

            The Exchange New Securities will be euro denominated capital securities with a first call date of 24 May 2025, (being the Exchange New Securities First Call Date), to be issued by the Issuer. They will be issued in the denominations of €100,000 and integral multiples of €1,000 in excess thereof. Application will be made for the Exchange New Securities to be admitted to listing on the official list of Euronext Dublin and to trading on its regulated market.

            Standalone New Securities

                At or around the time of announcement of the Exchange Offers, the Issuer announced the intention to launch a series of new capital securities with a first call date of 24 May 2025 being the "Standalone New Securities". The Exchange New Securities shall have the same first call date (being the Exchange New Securities First Call Date) as the Standalone New Securities. The Issuer intends to issue the Standalone New Securities on the Settlement Date. The issue of such Standalone New Securities remains at the sole and absolute discretion of the Issuer for any reason. The Standalone New Securities will be subscribed for by the relevant manager or managers, and the net proceeds of such Standalone New Securities will be used in accordance with the description in the Preliminary Offering Circular under "Use of Proceeds". The Standalone New Securities will be issued together with the Exchange New Securities and will form a single series of securities with the Exchange New Securities on the Settlement Date, with an aggregate size expected to be benchmark.

                For the avoidance of doubt, the Exchange Offer Memorandum does not constitute a prospectus within the meaning of Article 5.3 of the Prospectus Directive in respect of the Standalone New Securities and/or the Exchange New Securities.

            Standalone New Securities Issue Condition

                The Issuer is not under any obligation to accept for exchange Existing Securities Offered for Exchange pursuant to each Exchange Offer. The acceptance for exchange by the Issuer of Existing Securities validly Offered for Exchange pursuant to each Exchange Offer is at the sole discretion of the Issuer and Offers for Exchange may be rejected by the Issuer for any reason.

            The Issuer announced on the date of its Exchange Offer Memorandum its intention to issue the Standalone New Securities and the Exchange New Securities. Whether the Issuer will accept for exchange any Existing Securities of either Existing Series validly Offered for Exchange for Exchange New Securities in the Exchange Offers is subject, without limitation, to (i) the pricing of the Standalone New Securities; (ii) the signing by the Issuer and the Joint Lead Managers of a subscription agreement for the purchase of, and subscription for, the Standalone New Securities and (iii) such subscription agreement remaining in full force and effect as at the Settlement Date (the "Standalone New Securities Issue Condition").

            For the avoidance of doubt, nothing in the Exchange Offer Memorandum or the electronic transmission thereof constitutes an offer to sell or the solicitation of an offer to buy the Standalone New Securities. Any investment decision to purchase any Standalone New Securities should be made solely on the basis of the information contained in the Offering Circular and no reliance is to be placed on any representations other than those contained in the Offering Circular. Subject to compliance with all applicable securities laws and regulations, the Offering Circular will be available from the Joint Lead Managers on request.

                General Conditions of the Exchange Offers

                The Issuer expressly reserves the right, in its sole and absolute discretion, to delay acceptance of Offers to Exchange in the relevant Exchange Offer in order to comply with applicable laws. In all cases, Offers to Exchange pursuant to the relevant Exchange Offer will only be made after the submission of a valid Exchange Instruction in accordance with the procedures described in the Exchange Offer Memorandum including the blocking of the Existing Securities offered for exchange in the relevant accounts at the relevant Clearing System until the earlier of (i) the time of settlement on the Settlement Date, subject to the satisfaction of the Standalone New Securities Issue Condition and (ii) the date of any termination of the Exchange Offers (including where such Existing Securities are not accepted for exchange pursuant to each Exchange Offer) or on which the Exchange Instruction is revoked, in the limited circumstances described in, and only in accordance with the procedures set out in the Exchange Offer Memorandum. 

                The failure of any person to receive a copy of the Exchange Offer Memorandum or any announcement made or notice issued by the Issuer in connection with the Exchange Offers, shall not invalidate any aspect of the Exchange Offers. No acknowledgement of receipt of any Exchange Instructions and/or other documents will be given by the Issuer or the Exchange Agent.

Exchange Instructions

The offering of Existing Securities for exchange by a Securityholder will be deemed to have occurred upon receipt by the Exchange Agent from the relevant Clearing System of a valid Exchange Instruction submitted in accordance with the requirements of such Clearing System. Only Direct Participants may submit Exchange Instructions. Each Securityholder that is not a Direct Participant must arrange for the Direct Participant through which such Securityholder holds its Existing Securities to submit a valid Exchange Instruction on its behalf to the relevant Clearing System before the deadlines specified by the relevant Clearing System.

The submission of a valid Exchange Instruction in accordance with the procedures set out in the Exchange Offer Memorandum will be revocable until the Exchange Offer Revocation Deadline and will be irrevocable thereafter except in the limited circumstances described in the Exchange Offer Memorandum.

 

Expected Transaction Timeline

 

The following table sets out the expected dates and times of the key events relating to the Exchange Offers. This timetable is subject to change and dates and times may be extended or amended by the Issuer in accordance with the terms of each Exchange Offer as described in the Exchange Offer Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below.

Event

Date and time
(all times are CET)

Commencement of Exchange Offers

Exchange Offers announced and Exchange Offer Memorandum available from the Exchange Agent.

15 May 2019

Standalone New Issue Pricing Date

Pricing and determination of the aggregate nominal amount of Standalone New Securities to be issued, the Standalone New Securities Issue Yield, the Standalone New Securities Issue Price and the Standalone New Securities Coupon.

Expected to be 15 May 2019

New Issue Pricing Announcement

Announcement of (i) the Standalone New Securities Issue Yield, the Standalone New Securities Issue Price, the Standalone New Securities Coupon and (ii) the Exchange New Securities Issue Yield (expected to be the same as the Standalone New Securities Issue Yield), the Exchange New Securities Issue Price (expected to be the same as the Standalone New Securities Issue Price), the Exchange New Securities Coupon (expected to be the same as the Standalone New Securities Coupon) and the aggregate nominal amount of Standalone New Securities.

As soon as reasonably practicable on the Standalone New Issue Pricing Date, expected to be on 15 May 2019

Exchange Offer Revocation Deadline

Exchange Instructions submitted prior to the Exchange Offer Revocation Deadline will be irrevocable after the Exchange Offer Revocation Deadline and any Exchange Instructions submitted after such time will be irrevocable, save in each case in the limited circumstances described in the Exchange Offer Memorandum.

The time of the New Issue Pricing Announcement

Expiration Deadline

Deadline for receipt by the Exchange Agent of all Exchange Instructions.

21 May 2019 at 17:00

Announcement of Indicative Acceptance Amount

Announcement, if any, by the Issuer in relation to the Exchange Offers of the indicative Acceptance Amount (including the applicable Pro-Ration Factors (if any)) for each Existing Series and the expected Exchange Offer Pricing Date and Exchange Offer Pricing Time, subject to satisfaction of the Standalone New Securities Issue Condition.

As soon as reasonably practicable on the Business Day immediately following the Expiration Deadline

Exchange Offer Pricing Time and Exchange Offer Pricing Date

Determination of: (i) the Acceptance Amount for each Existing Series (including the applicable Pro-Ration Factor (if any), and (ii) the Non-Call 2020 Securities Exchange Price (in the event that the Settlement Date is postponed), the Non-Call 2024 Securities Interpolated Mid-Swap Rate, the Non-Call 2024 Securities Exchange Yield, the Non-Call 2024 Securities Exchange Price and the Exchange Ratio for each Existing Series.

Expected to be at or around 12:00 (CET) on 22 May 2019

Exchange Offer Pricing and Results Announcement

Announcement by the Issuer in relation to the Exchange Offers setting out: (i) the Acceptance Amount for each Existing Series and whether it will accept valid offers of Existing Securities for exchange pursuant to the Exchange Offers (subject to pro-ration in respect of any Existing Series, in the event that the relevant Acceptance Amount is exceeded) and, if so accepted, (ii) the Non-Call 2020 Securities Exchange Price (in the event that the Settlement Date is postponed), the Non-Call 2024 Securities Interpolated Mid-Swap Rate, the Non-Call 2024 Securities Exchange Yield, the Non-Call 2024 Securities Exchange Price and the Exchange Ratio for each Existing Series, (iii) the applicable Pro-Ration Factor (if any) for each Existing Series, (iv) Accrued Interest in respect of each Existing Series, and (v) the aggregate nominal amount of Exchange New Securities to be issued.

As soon as reasonably practicable after the Exchange Offer Pricing Time on the Exchange Offer Pricing Date

Settlement

Subject to satisfaction of the Standalone New Securities Issue Condition, Settlement Date for the Exchange Offers, including (i) delivery of the Exchange New Securities in exchange for the Existing Securities validly Offered for Exchange and accepted for exchange pursuant to each Exchange Offer and (ii) payment of Cash Rounding Amounts and Accrued Interest (if any).

Expected to be on 24 May 2019

 

Securityholders are advised to check with any bank, securities broker or other intermediary through which they hold Existing Securities when such intermediary would need to receive instructions from a Securityholder in order for that Securityholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Exchange Offers before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Exchange Instructions may be earlier than the relevant deadlines specified above.

Further Information

A complete description of the terms and conditions of the Exchange Offers is set out in the Exchange Offer Memorandum. Banca IMI S.p.A., Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., Barclays Bank PLC, BNP Paribas, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, Goldman Sachs International, HSBC Bank plc, J.P. Morgan Securities plc, MUFG Securities (Europe) N.V., NatWest Markets Plc and UniCredit Bank AG are acting as the dealer managers (the "Dealer Managers") for the Exchange Offers.

Questions and requests for assistance in connection with the Exchange Offers may be directed to:

THE DEALER MANAGERS

 

Banca IMI S.p.A.

Largo Mattioli 3

20121 Milan

Italy

Telephone: +39 02 7261 4704/ 4755

 Fax:  +39 02 72 61 22 20

Attention: Liability Management Group

 Email: [email protected]

Banco Bilbao Vizcaya Argentaria, S.A.

44th Floor, One Canada Square

London E14 5AA

United Kingdom

Attention: Liability Management Group

Telephone: +44 20 7648 7516

Email: [email protected]

 

 

Banco Santander, S.A.

Santander Corporate & Investment Banking

2 Triton Square

Regent's Place

London NW1 3AN

England

Tel: +44 20 7756 6909 / 6646

Attention: Liability Management

Email: [email protected] / [email protected]

Barclays Bank PLC

5 The North Colonnade

Canary Wharf

London E14 4BB

Tel: +44(0) 20 31348515

Attention: Liability Management Group

Email: [email protected] .com

 

 

BNP Paribas

10 Harewood Avenue

London NW1 6AA

United Kingdom

Telephone: +44 (0)20 7595 8668

Attention: Liability Management Group

Email: [email protected]

Citigroup Global Markets Limited
Citigroup Centre
Canada Square
London E14 5LB
United Kingdom
Telephone: +44 20 7986 8969
Attention: Liability Management Group
Email:
[email protected]

 

 

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

United Kingdom

Telephone: +44 20 7545 8011

Attention: Liability Management Group

Goldman Sachs International

Peterborough Court

133 Fleet Street

London EC4A 2BB

United Kingdom

Telephone +44 20 7774 4873

Email: [email protected]

Attention:  Liability Management Group

 

 

HSBC Bank plc

8 Canada Square

London E14 5HQ

United Kingdom

Tel: +44 20 7992 6237

Email: [email protected]

Attention: Liability Management Group

J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom

Tel: +44 207 134 2468

Attention: Liability Management

Email: [email protected]

 

 

MUFG Securities (Europe) N.V.

World Trade Center, Tower H, 11th Floor

Zuidplein 98

1077 XV Amsterdam

The Netherlands

Tel: +31 20 799 0250 / +44 20 7577 4048

Email: [email protected]

Attention: Liability Management Group

NatWest Markets Plc

250 Bishopsgate

London EC2M 4AA

United Kingdom

Tel.: +44 (0) 207 085 6124

Attention: Liability Management

Email: [email protected]

 

 

UniCredit Bank AG, Milan Branch

Piazza Gae Aulenti, 4

Tower C - 6th floor

20154 Milan

Italy

Telephone: +49 89 378 13722

Attention: Liability Management

Email: [email protected]

 

Questions and requests for assistance in connection with the delivery of Exchange Instructions including requests for a copy of the Exchange Offer Memorandum may be directed to:

THE EXCHANGE AGENT

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Telephone:  +44 (0) 20 7704 0880

Attention: Thomas Choquet

Email: [email protected]

Each Securityholder is solely responsible for making its own independent appraisal of all matters as such Securityholder deems appropriate (including those relating to the Exchange Offers, the Exchange New Securities and the Issuer, the relevant Existing Securities and the Exchange Offer Memorandum) and each Securityholder must make its own decision, based upon its own judgement and having obtained advice from such financial, accounting, legal and tax advisers as it may deem necessary, as to whether to offer any or all of its Existing Securities for exchange pursuant to the Exchange Offers.

None of the Dealer Managers, the Exchange Agent or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding this announcement, the Exchange Offer Memorandum or the Exchange Offers, and none of the Issuer, the Dealer Managers, the Exchange Agent or their respective directors, employees or affiliates makes any recommendation as to whether holders of Existing Securities should offer any Existing Securities for exchange pursuant to the Exchange Offers or refrain from doing so and no one has been authorised by any of them to make any such recommendation. The Exchange Agent is the agent of the Issuer and owes no duty to any holder of Existing Securities.

None of the Dealer Managers, the Exchange Agent or their respective directors, employees or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Exchange Offers contained in this announcement, the Exchange Offer Memorandum or for any failure by the Issuer to disclose events that may have occurred which may affect the significance or accuracy of the information in this announcement or in the Exchange Offer Memorandum.

Disclaimer

This announcement must be read in conjunction with the Exchange Offer Memorandum. This announcement and the Exchange Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Exchange Offers. If any Securityholder is in any doubt as to the contents of this announcement or the Exchange Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

Offer and Distribution Restrictions

Neither this announcement nor the Exchange Offer Memorandum constitutes an invitation to participate in the Exchange Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws and regulations. The distribution of this announcement and the Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession either this announcement or the Exchange Offer Memorandum comes are required by each of the Issuer, the Dealer Managers and the Exchange Agent to inform themselves about, and to observe, any such restrictions.

No action has been or will be taken in any jurisdiction by the Issuer, the Dealer Managers or the Exchange Agent in relation to the Exchange Offers that would permit a public offering of securities. The Exchange Offer Memorandum has been prepared on the basis that the Exchange Offers 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.

United States

Each Exchange Offer is not being made or offered and will not be made or offered, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to or for the account or benefit of, any U.S. Person (as defined in Regulation S of the Securities Act (each a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of the Exchange Offer Memorandum and any other documents or materials relating to each Exchange Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to a U.S. Person and the Existing Securities cannot be offered for exchange in each Exchange Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person. Any purported offer of Existing Securities for exchange resulting directly or indirectly from a violation of these restrictions will be invalid and any purported offer of Existing Securities for exchange made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or for a U.S. Person will be invalid and will not be accepted.

The Exchange Offer Memorandum is not an offer of securities for sale in the United States or to U.S. Persons. The Existing Securities and the Exchange New Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The Exchange New Securities and the Existing Securities 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, in the United States or to, or for the account or benefit of, U.S. Persons. The purpose of the Exchange Offer Memorandum is limited to the Exchange Offers and the Exchange Offer Memorandum may not be sent or given to a person in the United States or to a U.S. Person or otherwise to any person other than in an offshore transaction in accordance with Regulation S under the Securities Act.

Each Securityholder participating in the Exchange Offers will represent that it is not participating in the Exchange Offers from the United States, that it is participating in the Exchange Offers in accordance with Regulation S under the Securities Act and that it is not a U.S. Person or it is acting on a non- discretionary basis for a principal located outside the United States that is not giving an order to participate in the Exchange Offers from the United States and who is not a U.S. Person. As used herein and elsewhere in the Exchange Offer Memorandum, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

United Kingdom

The communication of the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offers is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 ("FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of the Issuer or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.

France

Each Exchange Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offers have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Exchange Offers. The Exchange Offer Memorandum and any other document or material relating to the Exchange Offers have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Belgium

Neither the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the Exchange Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids (the "Belgian Takeover Law") or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (the "Belgian Prospectus Law"), both as amended or replaced from time to time. Accordingly, the Exchange Offers may not be advertised and the Exchange Offers will not be extended, and neither the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to persons which are "qualified investors" in the sense of Article 10 of the Belgian Prospectus Law, acting on their own account; or (ii) in any other circumstances set out in Article 6, §4 of the Belgian Takeover Law and Article 3, §4 of the Belgian Prospectus Law. The Exchange Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Exchange Offers. Accordingly, the information contained in the Exchange Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

Italy

None of the Exchange Offers, the Exchange Offer Memorandum or any other documents or materials relating to each Exchange Offer or the Exchange New Securities have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB").

Each Exchange Offer is being carried out in the Republic of Italy as exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraphs 3 and 4, of CONSOB Regulation No. 11971 of 14 May 1999 (the "Issuers' Regulation"), as amended.

Securityholders or beneficial owners of the Existing Securities can offer to exchange the Existing Securities pursuant to the Exchange Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Existing Securities, the Exchange New Securities, the Exchange Offers or the Exchange Offer Memorandum.

General

Neither this announcement, the Exchange Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy the Exchange New Securities or the solicitation of an offer to sell the Existing Securities and/or the Exchange New Securities, and offers for the exchange of Existing Securities for Exchange New Securities pursuant to the Exchange Offers will not be accepted from Securityholders in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities laws, blue sky laws or other laws require an exchange offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer or similar in any such jurisdiction, the Exchange Offers shall be deemed to be made in such jurisdictions by such Dealer Manager or such affiliate, as the case may be, on behalf of the Issuer in such jurisdiction.

No action has been or will be taken in any jurisdiction by the Issuer, the Dealer Managers or the Exchange Agent that would permit a public offering of the Exchange New Securities.

In addition to the representations referred to above in respect of the United States, each Securityholder participating in the Exchange Offers will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in the Exchange Offer Memorandum. Any offer of Existing Securities for exchange pursuant to each Exchange Offer from a Securityholder that is unable to make these representations will not be accepted.

Each of the Issuer, the Dealer Managers and the Exchange Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any offer of Existing Securities for exchange pursuant to the Exchange Offers whether any such representation given by a Securityholder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such offer may be rejected.

 

This announcement has been issued through the Companies Announcement Service of Euronext Dublin

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
END
 
 
ISEAAMPTMBABMRL

a d v e r t i s e m e n t