PR Newswire/Les Echos/
Not for publication or distribution, directly or indirectly, in or into the
United States of America, Canada, Australia, Japan or South Africa or in other
countries where offers or sales would be forbidden under applicable laws or to
Settlement of equity-linked bonds, which - subject to the approval, by the
extraordinary general meeting, of the capital increase to service the
conversion - will become convertible into ordinary shares of Beni Stabili
Rome, 17 January 2013 - Beni Stabili S.p.A. SIIQ (the "Company") announces that
today the transaction concerning the issue of equity linked-bonds named
"EUR175,000,000 3.375 per cent. Convertible Bonds due 2018" with a maturity of
17 January 2018 and reserved for Italian and/or international qualified
investors, announced on 8 January 2013, has been settled via the issue of the
securities and payment of the subscription price.
The equity-linked bonds, in nominal amounts of EUR100,000.00 each, have been
issued in the aggregate principal amount of EUR175 million. The initial
conversion price of the equity-linked bonds will be EUR 0.5991. The bonds will
pay interest semi-annually at a f ixed rate of interest of 3.375% per annum.
The Company has undertaken to use its best efforts to ensure that the bonds
will be admitted to trading, no later than 30 June 2013, on an internationally
recognized, regularly operating, regulated or non-regulated, stock exchange.
The equity-linked bonds will become convertible into the Company's existing
and/or newly issued ordinary shares subject to approval, by the Extraordinary
General Meeting, of a capital increase in respect of the conversion, after
which the Company will send an appropriate notice to the bondholders.
The major shareholder Foncière des Régions, on 8 January 2013, announced its
intention to vote in favour of the proposed capital increase.
The placement has been arranged by Banca IMI S.p.A., BNP Paribas, JP Morgan
Securities plc and Mediobanca - Banca di Credito Finanziario S.p.A. acting as
The Company was assisted by Studio Legale Bonelli Erede Pappalardo and the
Joint Bookrunners by Linklaters and Studio Legale Riolo Calderaro Crisostomo.
This press release is published for information purposes only pursuant to
Italian law and shall not be meant to be an investment proposal and, in any
case, it may not be used as or deemed to be a sale offer or an invitation to
offer or purchase or sell securities to the public.
The documentation relating to the offer of the bonds shall not be submitted to
CONSOB (the Italian Securities Exchange Commission) for approval pursuant to
the applicable laws and regulations and, therefore, the bonds may not be
offered, sold or distributed to the public in the territory of the Republic of
Italy other than to qualified investors, as defined by article 100 of
Legislative Decree No. 58 of 24 February 1998, as subsequently amended (the
"Financial Services Act"), and pursuant to article 34/3, paragraph 1(b) of
CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to time (the
"CONSOB Regulation"), or in the other circumstances provided for by article 100
of the Financial Services Act and by the CONSOB Regulation.
This press release shall not be distributed, whether directly or indirectly, in
the United States of America (as defined in Regulation S contained in the US
Securities Act of 1933, as subsequently amended - the "US Securities Act"), in
Canada, Australia, Japan, South Africa, or in any other country where the offer
or the sale would be forbidden by the law. This press release is not, and is
not part of, an offer for sale of securities to the public or a solicitation to
purchase securities, and there will be no offer of securities in any
jurisdiction where such offer or solicitation would be forbidden by the law.
The securities mentioned in this press release have not been and will not be
registered under the US Securities Act and may not be offered or sold in the
United States of America without a registration or a specific exemption from
registration under the US Securities Act. No offers of the securities to the
public shall be made in the United States of America or in any other country.
This press release was not and shall not be mailed or otherwise given,
distributed or sent to or from the United States of America or to or from any
other country in which such mailing would be forbidden, or to publications with
wide circulation within such countries, and the recipients of such press
release (including any depositaries, delegated persons and trustees) shall
refrain from mailing or otherwise forwarding, distributing or mailing the press
release to or from the United States of America or to or from any other country
where such sending would be forbidden, or to publications with a general
circulation within such countries.
In the context of the offer of the bonds, each of the Joint Bookrunners and the
respective subsidiaries, acting as investors for their own account, may
subscribe the bonds or shares and for such reason hold in their portfolios,
purchase or sell such securities or any security of the Company or make any
related investment; furthermore, they may also offer or sell such securities or
make investments other than in the context of the offer of the bonds. The Joint
Bookrunners do not intend to disclose the amount of such investments or
transactions other than to the extent required by the applicable laws and
With reference to the bonds, the Joint Bookrunners shall act solely and
exclusively in the name and on behalf of the Company and shall not be held
liable vis-à-vis any third parties for the support provided to their clients or
for the advice given in relation to the bonds.
No action has been taken to allow for the offer of the bonds or the receipt or
distribution of this press release in countries where action for such purposes
is required. The persons receiving this press release have an obligation to
enquire about and comply with the above-mentioned restrictions.
This press release and the offer, once made, shall be solely intended, in the
Member States of the European Economic Area who implemented Directive
2003/71/EC, amended, as the case may be, by Directive 2010/73/EU (the
"Prospectus Directive") (each of them, a "Relevant Member State), for Qualified
Investors, as defined in article 2(1 )(e) of the Prospectus Directive and in
compliance with the implementing laws and regulations adopted by each of the
Relevant States (the "Qualified Investors").
Each initial purchaser of the bonds or each person to whom the offer may be
addressed will be deemed to have represented, acknowledged and agreed that it
is a Qualified Investor as defined above.
Furthermore, in the United Kingdom this press release shall be solely
distributed and addressed to Qualified Investors: (i) having professional
experience of matters relating to financial investments pursuant to article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, as amended (the "Order") or (ii) falling under the scope of the
definition mentioned in article 49, paragraphs 2(a) to (d) of the Order, or
(iii) to whom this press release may be legally sent under the laws in force
(together, the "Relevant Persons"). This press release shall not be acted or
relied upon: (i) in the United Kingdom, by any persons other than the Relevant
Persons, and (ii) in the other Member States of the European Economic Area, by
any persons other than the Qualified Investors.
Should the offer of the bonds be addressed to an investor in its capacity as a
financial intermediary as defined in article 3(2) of the Prospectus Directive,
such investor shall be deemed to have represented and accepted not to purchase
the bonds in the name and on behalf of any persons within the European Economic
Area other than Qualified Investors, or any persons in the United Kingdom or in
other Member States (where similar laws and regulations are in force) vis-à-vis
whom such investor may make decisions in its absolute discretion, and not to
purchase the bonds in order to offer or resell them in the European Economic
Area, where such circumstance would require the publication by the Company, by
the Joint Bookrunners, or by any other director, of a prospectus pursuant to
article 3 of the Prospectus Directive.
In relation to the issue of the bonds, Mediobanca - Banca di Credito
Finanziario S.p.A. (the "Stabilising Manager") or any other person acting on
behalf of the Stabilising Manager may make an over-allotment of the bonds or
carry out transactions to maintain the market price of the bonds higher than
the level that would otherwise prevail. However, there is no assurance that the
Stabilising Manager shall undertake stabilisation action. Any stabilisation
action, where actually started, may be ended at any time and is required to be
concluded within a limited period of time.
For further information, please contact:
Beni Stabili Siiq
Investor Relations - Lorenza Rivabene - +39.02.3666.4682 -
Media Contact - Barbara Ciocca - +39.02.3666.4695 -
PMS Media Relations
Giancarlo Frè - +39.329.4205000 - firstname.lastname@example.org
Andrea Faravelli - +39.328.4909501 - email@example.com
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-0- Jan/17/2013 15:29 GMT
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