Press release

EXOR S.p.A. announces final results of its Tender OfferOctober 09, 2014

EXOR S.p.A. (the Company) hereby announces the final results of its invitation to eligible Noteholders of its €750,000,000 5.375 per cent. Notes due June 2017, ISIN XS0300900478 (of which €690,000,000 is currently outstanding) (the Notes) to tender their Notes for purchase by the Company for cash up to a maximum aggregate nominal amount to be determined by the Company in its sole and absolute discretion (the Maximum Acceptance Amount) (such invitation, the Offer).
The Offer was announced on 30 September 2014 and was made on the terms and subject to the conditions set out in the tender offer memorandum dated 30 September 2014 (the Tender Offer Memorandum) prepared in connection with the Offer, and subject to the offer and distribution restrictions set out in the Tender Offer Memorandum. Capitalised terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Tender Offer Memorandum.
 
The Company hereby announces that it accepts valid tenders of Notes pursuant to the Offer in an amount equal to the Maximum Acceptance Amount. The Maximum Acceptance Amount was announced earlier today in the Indicative Results Announcement.
As stated in the Indicative Results Announcement, the Benchmark Rate, the Purchase Yield and the Purchase Price were determined at around 2.00 p.m. (CET) today in the manner described in the Tender Offer Memorandum.
The following table sets out (i) the aggregate nominal amount of Notes validly tendered pursuant to the Offer, (ii) the amount of Accrued Interest, (iii) the Maximum Acceptance Amount, the Benchmark Rate, the Purchase Yield and the Purchase Price, and (iv) the aggregate nominal amount of Notes that will remain outstanding after the Settlement Date.
 
Aggregate nominal amount of Notes tendered
Maximum Acceptance Amount
Benchmark Rate
Purchase Yield
Purchase Price
Accrued Interest
Nominal amount outstanding after the Settlement Date
€238,600,000
€238,600,000
0.230 per   cent.
0.520 per cent.
112.791 per cent.
1.826 per cent.
€451,400,000
 
 
The Purchase Price together with Accrued Interest will be paid to Noteholders whose Notes have been accepted for purchase by the Company.
The Settlement Date for the Offer is expected to be 14 October 2014.
Further Information
A complete description of the terms and conditions of the Offer is set out in the Tender Offer Memorandum. BNP Paribas, Citigroup Global Markets Limited, Crédit Agricole Corporate and Investment Bank, Goldman Sachs International and UniCredit Bank AG acted as Dealer Managers for the Offer.
 
Questions and requests for assistance in connection with the Offer may be directed to:
 
DEALER MANAGERS
 
BNP Paribas
10 Harewood Avenue
London NW1 6AA
United Kingdom
 
Attention: Liability Management Group
Telephone: +44 (0) 20 7595 8668
Email: liability.management@bnpparibas.com
 
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
London E14 5LB
United Kingdom
 
Telephone: +44 20 7986 8969
Attention: Liability Management Group
Email: liabilitymanagement.europe@citi.com
 
 
Crédit Agricole Corporate and Investment Bank
9 quai du Président Paul Doumer
92920 Paris La Défense Cedex
France
 
Attention: Liability Management
Telephone: +44 207 214 7142
Email: liability.management@ca-cib.com
Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB
United Kingdom
 
Attention: Liability Management Group
Telephone: +44 207 774 9862
Email: liabilitymanagement.eu@gs.com
 
UniCredit Bank AG
Arabellastrasse 12
81925 Munich
Germany
 
Attention: DCM Italy; Liability Management
Telephone: +39 02 8862 0581; +49 89 378 15908
Email: dcmitaly@unicredit.eu; corporate.lm@unicredit.de
 
TENDER AGENT
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
 
Telephone: +44 (0) 20 7704 0880
Attention: Paul Kamminga
 
 
None of the Dealer Managers, the Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Company, the Notes or the Offer contained in this announcement or in the Tender Offer Memorandum. None of the Dealer Managers, the Tender Agent or any of their respective directors, officers, employees, agents or affiliates is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offer, and accordingly none of the Dealer Managers, the Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Company to disclose information with regard to the Company or the Notes which is material in the context of the Offer and which is not otherwise publicly available.
 
Disclaimer
This announcement must be read in conjunction with the Tender Offer Memorandum.
Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession either this announcement or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. If any recipient of this announcement or the Tender Offer Memorandum is in any doubt as to the contents therein or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
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