NOT FOR PUBLICATION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR TO RESIDENTS THEREOF OR IN OTHER COUNTRIES WHERE SUCH DISTRIBUTION OR ANY OFFER OR SALE ARE PROHIBITED UNDER APPLICABLE LAWS.
Issuance of the "physical settlement notice"
Prysmian S.p.A. (the “Company”) announces that the Company sent to the bondholders of the equity-linked bonds called “Prysmian S.p.A. Euro 750 million Equity Linked Bonds due 2026" (the "Bonds") a physical settlement notice - delivered through Clearstream, Luxembourg, société anonyme, and Euroclear Bank SA/NV -, as a result of which, and effective on 9 June 2021, 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, any securities. The distribution of this announcement and the offer and sale of securities as described in this announcement in certain jurisdictions may be restricted by law. Any persons reading this an-nouncement should inform themselves of and observe any such restrictions.
The documentation relating to the offer of the Bonds shall not be submitted to CONSOB (the Italian Securities Exchange Commission) for approval pursuant to applicable laws and regulations and, therefore, the Bonds will not be 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 Regu-lation 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 fall-ing 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 with-in 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 Regula-tion 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 being offered and the ordinary shares of the Company have not been and will not be registered un-der 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 are being offered only to qualified investors ("Qualified Investors") within the meaning of Article 2 of the Prospectus Regulation (Regulation (EU) No. 1129 of 14 June 2017 (the “Prospectus Regulation”)) and pur-suant to the relevant rules and regulations adopted by each member state.
PRIIPs Regulation / Prohibition of Sales to EEA Retail Investors – This announcement is not being distrib-uted to and the Bonds are not intended to be offered, sold or otherwise made available to and should not be of-fered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "EU MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by the PRIIPs Regu-lation for offering or selling the Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Prohibition of sales to UK retail investors – This announcement is not being distributed to and the Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018; or (ii) a cus-tomer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA which were relied on immediately before exit day to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK PRIIPs Regulation") for offering or selling the Bonds or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.