ISSUANCE OF THE "PHYSICAL SETTLEMENT NOTICE"
Milan, 3 May 2013. Prysmian S.p.A. (or the “Company”) announces that today, the Company sent to the bondholders of the equity-linked bonds called "€ 300,000,000 1.25 per cent. Equity Linked Bonds due 2018" a physical settlement notice - delivered through Clearstream, Luxembourg, société anonyme, and Euroclear Bank SA/NV -, as a result of which, and effective on 17 May 2013, the bondholders have been granted the right to convert the abovementioned bonds into outstanding or newly issued ordinary shares of the Company.
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This announcement is for general information only and does not form part of any offer to sell, or the solicitation of any offer to buy, securities. The distribution of this announcement and the offer and sale of the securities described in this announcement in certain jurisdictions may be restricted by law. Any persons reading this announcement should inform themselves of and observe any such restrictions.
The documentation relating to the offer of the bonds has not been submitted to CONSOB (the Italian Securities Exchange Commission) for approval pursuant to applicable laws and regulations and, therefore, the bonds has not been offered, sold or delivered to the public in the Republic of Italy other than to qualified investors (investitori qualificati), as defined pursuant to Article 100 of Legislative Decree No 58 of 24 February 1998 as amended and restated from time to time (the "Financial Services Act") and Article 34-ter, paragraph 1(b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended and restated from time to time (the "CONSOB Regulation").
This announcement is directed only at the following persons in the United Kingdom: investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); and high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order. If you are in the United Kingdom and do not fall into one of the above categories, any investment or investment activity to which this announcement relates is not available to you, and will not be engaged in with you, and you should not act upon, or rely upon, this announcement.
This announcement is not for distribution, directly or indirectly in or into the United States (as defined in Regulation S under the US Securities Act of 1933, as amended (the "Securities Act"), Canada, Australia, Japan or South Africa or in any other countries where such offer or sale of the Bonds is prohibited under applicable laws. The bonds offered and the ordinary shares of the Company have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws. This announcement does not constitute nor is part of an offer to sell securities, or the solicitation of an offer to buy securities, nor shall there be any offer or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. There will be no public offer of the bonds or the ordinary shares of the Company in the United States or in any other jurisdiction. This press release was not and shall not be mailed or otherwise given, distributed or sent to or from the United States of America or to or from any other country in which such mailing would be prohibited, or to publications with wide circulation within such countries, and the recipients of such press release (including any depositaries, delegated persons and trustees) shall refrain from mailing or otherwise forwarding, distributing or mailing the press release to or from the United States of America or to or from any other country where such sending would be prohibited, or to publications with a general circulation within such countries.
The bonds have been offered only to qualified investors ("Qualified Investors") within the meaning of Directive 2003/71/EC, as amended by Directive 2010/73/EU (the "Prospectus Directive"), and in compliance with the respective regulations of each country in which the bonds have been offered.