Buzzi Unicem announces the successful placement and pricing of the EUR 200 million equity-linked bonds
NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA (OR TO US PERSONS), AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
Buzzi Unicem S.p.A. (“Buzzi Unicem” or the “Company”) announces today the successful placement of its equity-linked bonds, due 17 July 2019, for an aggregate principal amount of EUR 200 million, which may be further increased by a further EUR 20 million up to EUR 220 million, if the Bookrunners exercise their over-allotment option in full.
The Bonds may be converted into Ordinary 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 solely reserved for the purposes of the conversion of such Bonds (the “Capital Increase”). The EGM will be held no later than 31 December 2013. Following approval of the Capital Increase at the EGM, the Company will have the right to elect to settle any exercise of conversion rights in Ordinary Shares, cash or a combination of Ordinary Shares and cash.
The Bonds will be issued in denominations of EUR 100,000 at par and pay a coupon of 1.375% per annum, payable semi-annually in arrear. The initial conversion price was fixed at EUR 15.9860, representing a 35% premium above the volume weighted average price of the ordinary shares of Buzzi Unicem (the “Ordinary Shares”) on Borsa Italiana between launch and pricing. Settlement of the Bonds is expected to take place on 17 July 2013.
The Company will have the option to redeem any outstanding Bonds at their principal amount (together with accrued interest) on or after 1 August 2017 (4 years + 15 days) if the volume weighted average price of an Ordinary Share for a specified period exceeds 150% of the conversion price in effect on the relevant dealing day, or may redeem the Bonds at any time at their principal amount (together with accrued interest) if 15% or less of the Bonds originally issued remain outstanding.
At final maturity (6 years from the issue of the Bonds) the Bonds will be redeemed at their principal amount unless previously redeemed, converted, or purchased and cancelled.
Application will be made to admit the Bonds to trading on an internationally recognised, regularly operating, regulated or unregulated market by 31 December 2013.
Presa S.p.A. and Fimedi S.p.A., who together hold approximately 58.6% of the issued Ordinary Share capital of the Company, have stated their intention to vote in favour of the Capital Increase at the EGM and, together with the Company, agreed to enter into lock-up obligations customary for similar transactions for a period from the date thereof until 90 days after the issue date of the Bonds.
The Bond issue will enable the Company to diversify its funding sources and optimise its financial structure and cost of capital. . The proceeds will be used for general corporate purposes.
UniCredit is acting as Sole Global Coordinator, and, together with Commerzbank and Crédit Agricole Corporate & Investment Bank, as Joint Bookrunners. Banca IMI is acting as Co-Bookrunner.
Investor Relations Assistant
Phone. +39 0142 416 404
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 or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the securities in the United States, Australia, Canada or Japan.
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 will be 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 regulations n. 11971 of 14 may 1999 as amended.
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.
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 investments to which this announcement relates 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.