Rome 08 July 2015 11:22
Rome, 8 July 2015 - Finmeccanica S.p.A. (the "Issuer" following substitution of Finmeccanica Finance S.A. as issuer of Notes issued under the Euro Medium Term Note Programme originally established by Finmeccanica Finance S.A., as issuer, and Finmeccanica S.p.A. as issuer and as guarantor of notes issued by Finmeccanica Finance S.A) hereby announces its invitations to holders of certain Notes (as set out in the table below) to tender their Notes for purchase by the Issuer for cash up to the Maximum Acceptance Amount (each such invitation an "Offer" and, together, the "Offers"), subject to the applicable offer and distribution restrictions.
The Offers are made upon the terms and subject to the conditions contained in the tender offer memorandum dated 8 July 2015 (the "Tender Offer Memorandum"). Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
BNP Paribas, Citigroup Global Markets Limited, HSBC Bank plc and Sociètè Gènèrale are acting as Global Coordinators for the Offers, Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander S.A., Commerzbank Aktiengesellschaft, Merrill Lynch International, Mitsubishi UFJ Securities International plc, and The Royal Bank of Scotland plc together with the Global Coordinators are acting as Dealer Managers for the Offers, and Lucid Issuer Services Limited is acting as Tender Agent.
The Offers
| Order of priority |
Description of Notes | ISIN | Aggregate Principal Amount Outstanding |
Benchmark Rate/ Reference Security
|
Purchase Spread | Maximum Acceptance Amount |
|---|---|---|---|---|---|---|
| Priority 1 | ||||||
| 1 | £400,000,000 8.00 per cent. Notes due 16 December 2019 (the "Sterling Notes") | XS0423814119 | £400,000,000 | UKT benchmark (UKT 3 3/4 due 7 September 2019) | 245 bps | |
| 1 | €950,000,000 4.50 per cent. Notes due 19 January 2021 (the "Euro 2021 Notes") | XS0999654873 | €950,000,000 | Euro 2021 Notes Benchmark Rate | 225 bps | |
| 1 | €600,000,000 5.25 per cent. Notes due 21 January 2022 (the "Euro 2022 Notes") |
XS0458887030 |
€600,000,000 | Euro 2022 Notes Benchmark Rate | 245 bps |
Subject as set out herein, up to €450,000,000 in aggregate nominal amount |
| Priority 2 | ||||||
| 2 | €600,000,000 4.375 per cent. Notes due 5 December 2017 (the "Euro 2017 Notes") |
XS0861828407 |
€600,000,000 | Euro 2017 Notes Benchmark Rate | 120 bps | |
| 2 | €500,000,000 5.75 per cent. Notes due 12 December 2018 (the "Euro 2018 Notes") | XS0182242247 | €500,000,000 | Euro 2018 Notes Benchmark Rate | 150 bps |
The maximum aggregate acceptance amount of Notes to be accepted in the Offers across both Priority 1 and Priority 2 of Notes combined (converted in the case of the Sterling Notes denominated in GBP into euro at the GBP FX Rate) is €450,000,000 (the "Maximum Acceptance Amount"). The Issuer reserves the right, in its sole and absolute discretion, to increase or reduce, or purchase more or less than the Maximum Acceptance Amount, subject to applicable law.
The Issuer reserves the right, in its sole and absolute discretion, to extend, re-open, withdraw or terminate the Offers and to amend or waive any of the terms and conditions of the Offers at any time following the announcement of the Offers, subject to applicable laws.
Rationale for the Offers
The purpose of the Offers is to utilise available liquidity to reduce the Issuer's gross outstanding debt, to strengthen its balance sheet and to reduce interest costs.
Notes repurchased by the Issuer pursuant to the Offers are expected to be cancelled. Notes which have not been validly tendered and accepted for purchase pursuant to the Offers will remain outstanding after the Settlement Date.
Purchase Price
Subject to the applicable Minimum Denomination (also following, any pro-ration where applicable) in respect of the relevant Series of Notes, the price payable per €1,000 (with respect to the Euro Notes) and per £1,000 (with respect to the Sterling Notes) in principal amount of the Notes (the "Purchase Price") will be determined as provided herein by reference to the fixed spread in respect of that Series, as specified in the table above (the "Purchase Spread") over the applicable Benchmark Rate (with respect to the Euro Notes) and over the Benchmark Reference Security Yield (with respect to the Sterling Notes) at or around the Pricing Time, expressed as a percentage rounded to the third decimal place (with 0.0005 being rounded upwards).
Accrued Interest Payment
The Issuer will pay accrued and unpaid interest in respect of all Notes validly tendered and delivered and accepted for purchase by the Issuer pursuant to the Offers, from and including the interest payment date for the relevant Series of Notes immediately preceding the Settlement Date to but excluding the Settlement Date.
Acceptance of Notes and Order of Priority
The Issuer is under no obligation to accept any Notes tendered pursuant to the Offers. The acceptance for purchase by the Issuer of the Notes validly tendered and not validly withdrawn pursuant to the Offers is at the sole and absolute discretion of the Issuer and tenders of Notes may be rejected by the Issuer for any reason and the Issuer is not under any obligation to Noteholders to furnish any reason or justification for refusing to accept a tender of Notes for purchase.
Subject to the preceding paragraph, the Issuer will accept valid tenders of Notes in accordance with the Order of Priority set out in the table above until either (i) it has accepted all of the Notes validly offered and eligible for purchase, or (ii) the aggregate principal amount of all the Notes which have been validly tendered is the maximum amount that can be accepted without exceeding the Maximum Acceptance Amount.
In the event that valid tenders of Notes are received in respect of an aggregate principal amount of Notes that is greater than the Maximum Acceptance Amount, the Issuer, subject to the terms and conditions set out under the Tender Offer Memorandum, will accept such valid tenders in accordance with the Order of Priority (with the Series of Notes tendered pursuant to the Offers and included under Priority 1 being accepted first) and within each Priority the Issuer will determine the allocation of funds between each Series of Notes in its sole and absolute discretion.
Within each Priority, the Issuer reserves the right to accept, in its sole and absolute discretion, significantly more or less (or none) of any Series of the Notes of one Priority (subject to pro-ration, if applicable), as compared to the other Series of Notes of the same Priority.
Offer Period
The Offers commence on 8 July 2015 and will end at 16:00 (London time) /17:00 CET on 15 July 2015 (the "Expiration Deadline") unless extended, re-opened, withdrawn and/or terminated by the Issuer, in its sole and absolute discretion, in which case notification to that effect will be given by or on behalf of the Issuer by way of announcements as set out in the Tender Offer Memorandum under the heading "Terms and Conditions of the Offers - Announcements".
Tender Instructions, once submitted, may not be withdrawn except in the limited circumstances outlined in the Tender Offer Memorandum under the heading "Amendment and Termination".
Indicative timetable
The times and dates below are indicative only. This timetable is subject to change and dates and times may be extended or amended by the Issuer in accordance with the terms of the Offers as described in the Tender Offer Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below.