Mundys S.p.A. ("Mundys" or the "Company") hereby announces the invitation to holders (the "Bondholders") of the outstanding securities named "€750,000,000 1.625 per cent. Notes due 3 February 2025" (ISIN: XS1558491855) issued by the Company (formerly known as Atlantia S.p.A) (the "Bonds") to offer the Bonds for purchase by the Company in exchange for a cash consideration (the "Offer") up to a total nominal amount of €150,000,000, with the possibility for the Company to increase or decrease such amount, on the terms and conditions set forth in the tender offer memorandum dated 15 January 2024 (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.
The capitalized terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Tender Offer Memorandum. Furthermore, the Company announces its intention to proceed with the issuance of new fixed-rate sustainability-linked bonds denominated in Euro (the "New Bonds"), subject to market conditions. If issued, the New Bonds will represent the Company's first sustainability-linked bond and will be linked to the achievement of sustainability performance targets. Failure to achieve these targets will result in the payment of a premium at maturity of the New Bonds.
The Company's purchase of Bonds validly tendered in the Offer is subject, without limitation, to the successful completion (at the sole and absolute discretion of the Company, including the possibility of waiving such condition) of the issuance of the New Bonds. The Offer is made as part of the Company's proactive management of its liabilities. The terms, conditions, and expected timing of the Offer, including the offer and distribution restrictions, are described in the Tender Offer Memorandum made available to Bondholders.
Bondholders who meet the requirements to participate in the Offer are invited to carefully read the terms and conditions outlined in the Tender Offer Memorandum. Announcements regarding the Offer will be made, to the extent required by the Tender Offer Memorandum, in accordance with applicable law and through an announcement on the website of Irish Stock Exchange plc trading as Euronext Dublin (
https://live.euronext.com/) and/or through the dissemination of notices via clearing systems for communication to direct participants.
A copy of such announcements and notices will also be available at the Tender Agent (as defined below). Bondholders wishing to participate in the Offer should consider the deadlines set by intermediaries for submitting tenders, which will be earlier than the deadline set forth in the Tender Offer Memorandum.
In connection with the issuance of the New Bonds, the Company has appointed, among others, BNP Paribas, Crédit Agricole Corporate and Investment Bank, IMI-Intesa Sanpaolo, and Mediobanca as Global Coordinators, and UniCredit and Banca Akros as active bookrunners. In relation to the issuance of the New Bonds, Crédit Agricole Corporate and Investment Bank also acts as the Sustainability Structuring Coordinator.
In connection with the Offer, the Company has appointed BNP Paribas, Crédit Agricole Corporate and Investment Bank, and UniCredit as dealer managers and Kroll Issuer Services Limited as tender agent (the "Tender Agent").
(NEWS Traderlink)