Lagfin S.C.A. - Italian Branch: Lagfin launches an offer to repurchase its outstanding exchangeable bonds due 2028
Milano (pta031/30.07.2026/18:24 UTC+2)
Milan, 30 July 2026
Lagfin S.C.A., acting through its Italian branch (Lagfin or the Purchaser), the controlling shareholder of Davide Campari-Milano N.V. (Campari or the Company), announces today its offer to repurchase the Purchaser's €536.4 million bonds due 2028 exchangeable for existing ordinary shares of Campari (of which €429 million are currently outstanding) (ISIN: XS2630795404, the 2028 Bonds) (the Repurchase).
The Joint Dealer Managers are assisting the Purchaser in conducting a reverse bookbuilding process to determine whether holders of the 2028 Bonds (ISIN: XS2630795404) are interested in selling to the Purchaser their 2028 Bonds (the Reverse Bookbuilding).
The Reverse Bookbuilding is targeted at holders of the 2028 Bonds that are eligible in their respective jurisdictions, in particular that are not persons located or resident in the United States or persons acting for the account or benefit of such persons willing to sell their 2028 Bonds to the Purchaser (the Eligible Holders).
Pursuant to the terms and conditions of the 2028 Bonds, the Purchaser may redeem all (but not some only) of the 2028 Bonds at their principal amount, at any time if exchange rights and/or purchases (and corresponding cancellations) and/or redemptions of 2028 Bonds shall have been effected in respect of 80% or more in aggregate principal amount of the 2028 Bonds originally issued.
Holders of the 2028 Bonds who offer to sell their 2028 Bonds in the Reverse Bookbuilding may, at the Purchaser's discretion, have the benefit of a priority allocation in the issue of the Bonds.
The Repurchase price will be set between €99,800 and €100,000 per €100,000 in principal amount of the 2028 Bonds. The nominal amount of 2028 Bonds accepted by the Purchaser for repurchase and the Repurchase price are expected to be announced on 31 July 2026. The Purchaser will also pay, on the settlement date of the Repurchase, an amount in cash (rounded down to the nearest €0.01) equal to interest accrued and unpaid on those 2028 Bonds accepted for purchase from and including 8 June 2026 (being the immediately preceding interest payment date of the 2028 Bonds) to but excluding the settlement date of the Repurchase, which on the basis of the expected settlement date of 7 August 2026, will amount to €573.77 per €100,000 in principal amount of the 2028 Bonds.
Concurrently with the Repurchase, the Purchaser in its capacity as issuer announced the launch of a EUR600 million senior unsecured bonds, exchangeable for existing ordinary shares of Campari due 2033 (the "New Bonds"). The settlement of the Repurchase is conditional upon the settlement of the New Bonds. The Repurchase Price and total number of the 2028 Bonds that will be repurchased are expected to be announced tomorrow, in parallel to the final terms of the New Bonds. The Purchaser retains the right to close or extend, in its sole discretion, the Repurchase at any time.
Goldman Sachs International and UBS Europe SE are acting as joint dealer managers on the Repurchase (the Joint Dealer Managers).
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| Emitter: |
Lagfin S.C.A. - Italian Branch Via Lorenzo Mascheroni 19 20145 Milano Italy |
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|---|---|---|
| Contact Person: | Francesca Tarabbo | |
| Phone: | +39 2 62694051 | |
| E-Mail: | francesca.tarabbo@lagfin.it | |
| Website: | www.lagfin.lu | |
| ISIN(s): | XS2630795404 (Bond) | |
| Stock Exchange(s): | Vienna Stock Exchange (Vienna MTF) |
