Milano (pta025/12.09.2018/15:00) - COMPLETION OF THE SALE OF A 25% STAKE IN CORPORACION AMERICA ITALIA S.P.A.
Milan, 12 September 2018 - As previously communicated, Dicasa Spain, S.A.U. ("Intermediate Co"), formerly the sole shareholder of Corporacion America Italia S.p.A. (the "Issuer"), together with Mataar Holdings 2 B.V. ("Third Party Purchaser"), an entity indirectly controlled by the Investment Corporation of Dubai, entered into, on 25 July 2018, a share purchase agreement (the "Share Purchase Agreement") pursuant to which, subject to satisfaction of certain conditions precedent, Third Party Purchaser agreed to acquire from Intermediate Co, and Intermediate Co agreed to sell to Third Party Purchaser, 32,500 ordinary shares with no-par value in the issued share capital of the Issuer, representing 25% (twenty five per cent.) of the issued share capital of the Issuer (the "Shares Sale").
Pursuant to the Share Purchase Agreement, each of Intermediate Co and Third Party Purchaser agreed, inter alia, to perform (or procure the performance of) all further acts and actions and execute and deliver (or procure the execution and delivery of) such further documents as may be required by the trust deed entered into on 8 January 2018 (the "Trust Deed") by and between, inter alios, the Issuer, as issuer, Intermediate Co, as guarantor and U.S. Bank Trustees Limited, as trustee and security agent, pursuant to which the Issuer issued its Eur60,000,000 Secured 4.556 per cent. Guaranteed Notes due 2024 (the "Notes"), containing, inter alia, the terms and conditions of the Notes (the "Terms and Conditions"), to the effect that the Shares Sale constitutes a "Permitted Change of Control" as defined in Condition 1 (Definitions) of the Terms and Conditions.
Notice is hereby given that the relevant conditions precedent to Shares Sale were fulfilled on the date hereof (the "Closing Date") and therefore the same Shares Sale is effective from the Closing Date. For the avoidance of doubt, the Third Party Purchaser and Mataar Holdings 1 B.V., the parent company of Third Party Purchaser, have acceded to the Notes as guarantors and otherwise no changes have been made to the Terms and Conditions of the Notes.
Ing. Roberto Naldi
Chairman of the Board of Directors
+39 02 2552 761
Important note: This press release does not, and shall not, in any circumstances constitute a public offering by Corporacion America Italia S.p.A. of the Notes nor an invitation to the public in connection with any offer. No communication and no information in respect of the issuance of the Notes may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction where such steps would be required. The offering or purchase of the Notes may be subject to specific legal or regulatory restrictions in certain jurisdictions. Corporacion America Italia S.p.A. takes no responsibility for any violation of any such restrictions by any person.
This press release is not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of 4 November, 2003 (the "Prospectus Directive"), as amended and supplemented from time to time, including by Directive 2010/73/EU and any relevant implementing measures in any member State of the European Economic Area (the "Member States").
This press release is not an invitation nor is it intended to be an inducement to engage in investment activity for the purpose of Section 21 of the Financial Services and Markets Act 2000 of the United Kingdom (the "FSMA"). This press release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom; (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) of the United Kingdom (the "Financial Promotion Order"); and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Financial Promotion Order (all such persons together being referred to as "Relevant Persons"). Any Notes will only be available to, and any invitation, offer, agreement to subscribe, purchase or otherwise acquire such Notes, or inducement to engage in any investment activity included within this press release is available only to, Relevant Persons and will be engaged in only with Relevant Persons. Anyone other than a Relevant Person must not act or rely on this press release or any of its contents.
The distribution of this press release, directly or indirectly, in or into the United States, Canada, Australia or Japan is prohibited. This press release (and the information contained herein) does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase securities, in the United States, Canada, Australia or Japan or any other jurisdiction where such an offer or solicitation would require the approval of local authorities or otherwise be unlawful (the "Other Countries"). The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or pursuant to the corresponding regulations in force in the Other Countries and may not be offered or sold in the United States unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. Corporacion America Italia S.p.A. does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from Corporacion America Italia S.p.A. and will contain detailed information.