Sogefi: successful placement of €100 million equity-linked bonds

Milan, 14 May 2014 – Sogefi S.p.A. (the “Company”), following the press release published earlier today, announces the completion of the placement (the "Placement") of EUR 100 million equity-linked bonds having a 7-year maturity (the “Bonds”).

The Bonds, with a principal amount of EUR 100,000 each, will be issued at par, and, unless previously converted, redeemed or purchased and cancelled, will be redeemed at par on 21 May 2021. The Bonds will pay a coupon of 2.00 per cent. per annum, payable semi-annually in arrear.

The initial price for the conversion of the Bonds into ordinary shares of the Company (the “Shares”) has been set at EUR 5.3844, representing a 37.5 per cent. premium above the volume weighted average price of the Shares on the Mercato Telematico Azionario of the Italian Stock Exchange (Borsa Italiana S.p.A.) between launch and pricing.

The Bonds will become convertible into Shares, subject to the approval by the Company’s extraordinary general meeting (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 service of the conversion of the Bonds (the “Capital Increase”). The EGM will be held no later than 30 September 2014 (the “Long-Stop Date”).

Following such approval, 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 “Conditions”), with effect from the date specified in the Physical Settlement Notice, the Company will have the right to settle any exercise of conversion rights (a) by delivering either new Shares issued pursuant to the Capital Increase or, at the Company’s discretion, existing Shares held by the Company; or (b) by payment of a cash amount equal to the market value (determined in accordance with the Conditions) of the Shares; or (c) by delivering a combination of Shares and cash. Subject to the Capital Increase having been approved, at maturity the Company will have the option to redeem the Bonds by delivering a combination of Shares and cash, as described in the Conditions.

In the event that the Capital Increase is not approved by the Long-Stop Date, the Company may, no later than 10 dealing days after the Long-Stop Date (the “Shareholder Event Notice Deadline”), give notice to the holders of the Bonds (a “Shareholder Event Notice”) and redeem all but not some only of the Bonds in cash at a premium (in addition to any accrued interest), as determined in accordance with the Conditions.
The Company, together with CIR S.p.A. – Compagnie Industriali Riunite, which holds approximately 55.69 per cent.[1] of the issued Share capital of the Company, has agreed, in line with market practice, not to place in the market any Shares or certain related securities or enter into certain derivative transactions relating to Shares (subject to certain customary exceptions) for a lock-up period ending on the later of the date (x) falling 90 days after the settlement of the Bonds and (y) of the EGM convened to approve the Capital Increase. CIR S.p.A. – Compagnie Industriali Riunite has also expressed its support to the Company with regard to the future steps to be taken in respect of the Bonds (including the Capital Increase), in compliance with applicable law.

Settlement of the Bonds is expected to take place on 21 May 2014. An application will be made to list the Bonds by not later than 90 days following the settlement of the Bonds on an internationally recognised, regularly operating, regulated or unregulated market determined by the Company, expected to be the Third Market (MTF) of the Vienna Stock Exchange.

The issue of the Bonds will enable the Company to obtain greater diversification of financial sources through the sourcing of financial funds in the capital markets. The net proceeds will principally be used to partially refinance the Company’s existing credit facilities, including the credit facility currently in place with Banca IMI, BNP Paribas, ING and Mediobanca, and for general corporate purposes.

Banca IMI, BNP Paribas and Mediobanca acted as joint bookrunners (the "Joint Bookrunners") and ING acted as co-bookrunner (together with the Joint Bookrunners, the “Bookrunners”) of the Placement.

[1] Percentage based on the issued ordinary share capital of the Company as of 14 May 2014.

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