Restoration of the free float of acsm-agam – start of sale of maximum 10,717,426 ordinary shares, representing 5.43% of the share capital of acsm-agam by virtue of an accelerated bookbuilding
THIS ANNOUNCEMENT AND ANY INFORMATION CONTAINED HEREIN CANNOT BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN THE UNITED STATES OF AMERICA, CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN OR IN ANY OTHER JURISDICTION WHERE SUCH AN ANNOUNCEMENT WOULD BE PROHIBITED BY THE APPLICABLE LAWS. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT BE CONSIDERED OR CONSTITUTES AN OFFER OR A REQUEST TO ACQUIRE ANY SHARE IN ANY JUSRISDICTION, INCLUDING THE UNITED STATES OF AMERICA, CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN. THIS ANNOUNCEMENT AND ANY INFORMATION COINTAINED HEREIN CANNOT BE THE BASIS FOR, OR BE CONSIDERED IN RELATION TO, ANY OFFER OR COMMITMENT OF ANY KIND IN ANY JURISDICTION
12 December 2018 – Further to the previous announcements on the mandatory takeover bid jointly launched by A2A S.p.A. and Lario Reti Holding S.p.A. (the “Sellers”), pursuant to articles 102, 106, paragraphs 1, and 109 of the Italian Consolidated Financial Act-TUF over no. 26,264,874 ordinary shares of ACSM AGAM S.P.A. (the “Company”), which are listed on the MTA (Mercato Telematico Azionario) organized and managed by Borsa Italiana S.p.A., it is hereby announced the start of the procedure to restore a sufficient free float to ensure normal trading, through the sale of maximum 10,717,426 ordinary shares, representing the 5.43% of the share capital of the Company, by virtue of a procedure of Accelerated Bookbuilding, reserved to qualified institutional investors in Italy and institutional investors abroad (the “Transaction”).
Mediobanca ‐ Banca di Credito Finanziario S.p.A. will act as Sole Bookrunner of the Transaction.
The Transaction will start immediately and may be completed at any time. The Sellers will announce the results of the Transaction upon completion of the placement.
For further information
Tel. 02 7720.4582 – 4583
IMPORTANT NOTICE: THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, SOUTH AFRICA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH AN ANNOUNCEMENT WOULD BE UNLAWFUL. THE DISTRIBUTION OF THIS ANNOUNCEMENT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS AND PERSONS INTO WHOSE POSSESSION THIS DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN COMES SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
THE SECURITIES REFERRED TO HEREIN (THE “SHARES”) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES WITHOUT REGISTRATION THEREUNDER OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. NEITHER THIS DOCUMENT NOR THE INFORMATION CONTAINED HEREIN CONSTITUTES OR FORMS PART OF AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, SECURITIES IN THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF ANY SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION. IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (“EEA”) WHICH HAVE IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A “RELEVANT MEMBER STATE”), THIS ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED EXCLUSIVELY AT PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF THE PROSPECTUS DIRECTIVE (“QUALIFIED INVESTORS”). FOR THESE PURPOSES, THE EXPRESSION “PROSPECTUS DIRECTIVE” MEANS DIRECTIVE 2003/71/EC (AND AMENDMENTS THERETO, INCLUDING THE 2010 PD AMENDING DIRECTIVE, TO THE EXTENT IMPLEMENTED IN A RELEVANT MEMBER STATE), AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN THE RELEVANT MEMBER STATE AND THE EXPRESSION “2010 PD AMENDING DIRECTIVE” MEANS DIRECTIVE 2010/73/EU. IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS DIRECTED EXCLUSIVELY AT QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”) OR (II) WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (III) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED; ANY OTHER PERSONS IN THE UNITED KINGDOM SHOULD NOT TAKE ANY ACTION ON THE BASIS OF THIS ANNOUNCEMENT AND SHOULD NOT ACT ON OR RELY ON IT