NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
MAIRE TECNIMONT LAUNCHES THE PLACEMENT OF UP TO €100 MILLION EQUITY-LINKED BONDS RESERVED TO QUALIFIED INVESTORS
Milan, 13 February 2014 – Following approval by its Board of Directors on 11 February 2014, Maire Tecnimont S.p.A. (“Maire Tecnimont” or the “Company”) announces today the launch of an offering of equity-linked bonds (the “Offer”) with a maturity of 5 years and an aggregate principal amount of €70 million (the “Bonds”).
This amount may be subsequently increased by up to €20 million (resulting in an aggregate amount of €90 million) if the Company exercises its increase option no later than the date of pricing, and by a further €10 million (resulting in an aggregate amount of €100 million) if the Joint Bookrunners exercise in full their over-allotment option no later than 3 working days prior to the settlement date, currently expected on 20 February 2014.
The Offer is made solely to qualified investors outside the United States, Canada, Japan and Australia, and any other jurisdiction where the Offer or the sale of the Bonds are subject to authorisation by any local authority or otherwise forbidden under applicable laws.
The Offer will enable the Company to diversify its funding sources and to optimise its financial structure. The proceeds will be used to fund the Company’s operations, in line with its 2013-2017 Business Plan. The proceeds will not be used to repay bank debt.
The Bonds may be converted into ordinary shares of the Company (the “Shares”), subject to approval of an extraordinary general meeting of the Company (the “EGM”) of a capital increase excluding shareholder pre-emption rights pursuant to article 2441, paragraph 5, of the Italian civil code, to be reserved solely for the purposes of the conversion of the Bonds (the “Capital Increase”). The EGM shall be held no later than 30 June 2014 (the “Long-Stop Date”).
G.L.V. Capital S.p.A., in its capacity as majority shareholder of the Company, has stated that it intends to vote in favour of the Capital Increase at the EGM.
Following approval of the Capital Increase at the EGM, the Company shall give notice thereof to the holders of the Bonds (the “Physical Settlement Notice”). In accordance with and subject to the terms and conditions of the Bonds (the “Terms and Conditions”), with effect from the date specified in the Physical Settlement Notice, the Company will settle any exercise of conversion rights by delivering Shares issued pursuant to the Capital Increase, subject to its right to make a Net Share Settlement Election (as defined below).
From 7 March 2018, Maire Tecnimont shall have the right to settle any conversion by paying a cash amount up to the nominal value of the Bonds, and delivering a number of Shares to be determined in accordance with the Terms and Conditions (the “Net Share Settlement Election”).
In addition, upon maturity of the Bonds, if the Company has issued a Physical Settlement Notice or otherwise has sufficient Shares available in treasury for such purpose, the Company shall have the right to deliver a combination of Shares and cash, in lieu of redeeming the Bonds wholly in cash, in accordance with the Terms and Conditions.
If the Capital Increase is not approved by the Long-Stop Date, the Company shall, no later than 10 business days after the Long-Stop Date, be entitled to give notice to the holders of the Bonds and redeem in full any outstanding Bonds by paying a cash amount (together with accrued interest) to be determined in accordance with the Terms and Conditions.
The Company has agreed to enter into lock-up obligations customary for transactions of this kind ending on the date falling 90 days after the date of issuance of the Bonds.
In addition, it is noted that the Company does not currently hold any Shares in treasury nor has the shareholders’ meeting granted the Directors with the power to acquire and hold Shares in treasury.
G.L.V. Capital S.p.A. has informed the Company that it intends to give to the Company a lock-up undertaking in similar terms.
The conversion premium of the Bonds is expected to be 35% above the volume weighted average price of the Shares on the Mercato Telematico Azionario between launch and pricing.
The Bonds will be issued at par in denominations of €100,000 and will be offered with a fixed coupon between 4.875% and 5.875% per annum, payable semi-annually in arrears. Unless previously converted, redeemed, or purchased and cancelled, the Bonds will be redeemed at par on 20 February 2019.
The Company shall give notice, following the closing of the bookbuilding, of the final terms of the transaction as they become available.
The Company intends to apply for admission of the Bonds to trading on an internationally recognised, regularly operating, regulated or non-regulated, stock exchange by the Long-Stop Date.
Banca IMI S.p.A. is acting as Global Coordinator, and together with UniCredit Bank AG, Milan Branch, as Joint Bookrunners (the “Joint Bookrunners”). MPS Capital Services Banca per le Imprese S.p.A. is acting as Co-Bookrunner (together with the Joint Bookrunners, the “Bookrunners”).
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change.
This is not an offer to sell, nor a solicitation of an offer to buy and any discussions, negotiations or other communications that may be entered into whether in connection with terms set out herein or otherwise shall be subject to contract.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form part of an offer to sell securities or the solicitation of any offer to subscribe for or otherwise buy any securities to any person in the United States, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to in this announcement have not been and will not be registered in the United States under the US Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States unless registered under the Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. There will be no public offer of the securities in the United States, Australia, Canada, Japan or South Africa.
This document does not constitute an offer to the public in Italy of financial products as defined under article 1 paragraph 1 letter f of legislative decree n. 58 of 24 February 1998 (the “TUF”). As Bonds were issued in a minimum denomination of Euro 100.000,00 and will not be listed on an Italian regulated market, no documents relating to the Bonds has been o will be submitted to the Commissione Nazionale per le Società e la Borsa (“Consob”). The offer of Bonds will be carried out in the Republic of Italy as an exempted offer pursuant to art. 100 of the TUF and article 34-ter, paragraph 1 of Consob Regulation n. 11971 of 14 may 1999 as amended.
In the United Kingdom this communication is directed only at persons (i) who 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 “Order”) and qualified investors falling within Article 49(2)(a) to (d) of the Order, and (ii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.
In the European Economic Area the Bonds are offered only to qualified investors (“Qualified Investors”) as defined under Directive 2003/71/EC, as subsequently amended by Directive 2010/73/EU (the “Prospectus Directive”), and in accordance with the applicable laws of each of the countries in which the Bonds will be offered. A prospectus is not required to be published pursuant to the Prospectus Directive in connection with the issue of the Bonds.
It is assumed from the outset that if the Bonds are offered to an investor in its capacity as a financial intermediary, as defined under Article 3(2) of the Prospectus Directive, such investor has represented and agreed not to purchase the Bonds in the name and on behalf of persons in the European Economic Area other than Qualified Investors or persons in the UK or in other Member States (where similar legislation is in force) against which such investor has the power to make decisions on an entirely discretionary basis, and not to purchase the Bonds for the purpose of offering or resale within the European Economic Area, where such activity requires the publication by the Company or the Bookrunners of a prospectus pursuant to Article 3 of the Prospectus Directive.
Each of the Bookrunners are acting on behalf of the Company and no one else in connection with the Bonds and will not be responsible to any other person for providing the protections afforded to clients of such Bookrunner or for providing advice in relation to the Bonds or any transaction, matter or arrangement referred to in this announcement.
Acquiring Bonds may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Bonds. The value of the Bonds can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the Bonds for the person concerned.
In connection with the offering of the Bonds, the Bookrunners and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and any other securities of the Company or related investments in connection with the Bonds or the Company or otherwise. Accordingly, references to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Bookrunners and any of their respective affiliates acting as investors for their own accounts. The Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Bookrunners or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
Banca IMI S.p.A. is acting as stabilising manager (the “Stabilising Manager”). In connection with the issue of the Bonds, the Stabilising Manager or any person acting on behalf of the Stabilising Manager may over-allot Bonds or effect transactions with a view to supporting the market price of the Bonds at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or any person acting on behalf of any Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Bonds is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Bonds and 60 days after the date of the allotment of the Bonds.
Maire Tecnimont SpA
Maire Tecnimont S.p.A., listed on the Milan Stock Exchange, is the holding company of an international leading Group (Maire Tecnimont Group) in the sectors of Engineering & Construction (E&C), Technology & Licensing and Energy & Ventures with specific skills in plant engineering in particular in the hydrocarbon industry (Oil & Gas, Petrochemicals, Fertilizers) and also in Power Generation and Infrastructures. The Maire Tecnimont Group is present in approximately 30 countries, has about 45 operating companies and about 4,300 employees, half of whom are located abroad. For further information: www.mairetecnimont.com.
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