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Brembo
Share Issue/Capital Change • Oct 1, 2024
4472_iss_2024-10-01_9dd19716-5406-4486-8740-b26397f181c6.pdf
Share Issue/Capital Change
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Not for publication, distribution, directly or indirectly, in the United States, Canada, South Africa, Australia, Japan or in any other jurisdiction where such an announcement would be unlawful.
Brembo N.V. launches the placement of its entire stake of 55,800,000 ordinary shares in Pirelli & C. S.p.A. representing approximately 5.58% of the Company's existing share capital
Bergamo (Italy), 01 October 2024 – Brembo N.V. (the "Selling Shareholder"), announces today the launch of a placement of its entire stake of 55,800,000 ordinary shares (the "Sale Shares") of Pirelli & C. S.p.A. ("Pirelli" or the "Company"), representing approximately 5.58% of the Company's existing share capital as of the date of this press release (the "Placement").
The Placement will be made to certain institutional investors (including investors meeting the requirements of qualified institutional buyers in the United States pursuant to Rule 144A of the United States Securities Act of 1933, as amended) by way of an accelerated bookbuilding process.
The bookbuilding process will commence immediately. The Selling Shareholder reserves the right to change the terms or timing of the Placement at any time. The Selling Shareholder will announce the outcome of the transaction upon its completion.
BNP PARIBAS has been appointed to act as Sole Global Coordinator and Bookrunner in connection with the Placement.
Skadden, Arps, Slate, Meagher & Flom (UK) LLP is acting as legal counsel to the Selling Shareholder.
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The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements thereof and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
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 any EEA Member State, this announcement is only addressed to and is only directed at qualified investors (within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation")) in that Member
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.
State. In the United Kingdom this announcement is directed exclusively at persons who are "qualified investors" (as defined in the Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018) (the "UK Prospectus Regulation") who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) persons referred to in Article 49(2) (a) to (d) of the Order (high net worth entities, non-registered associations, etc.) and (iii) other persons to whom this document may be lawfully communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity in connection with this announcement will be available to, and will only be engaged with, qualified investors in the EEA or relevant persons in the United Kingdom. Any person who is not a qualified investor or a relevant person should not act or rely on this announcement or any of its contents.
No prospectus has been or will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Regulation or the UK Prospectus Regulation) to be published.
This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
About Brembo
Brembo leads the world in the design and production of high-performance braking systems and components for top-flight manufacturers of cars, motorbikes and commercial vehicles. Founded in 1961 in Italy, Brembo has a long-standing reputation for providing innovative solutions for OEMs and aftermarket. Brembo also competes in the most challenging motorsport championships in the world and has won over 600 titles.
Guided by its strategic vision – "Turning Energy into Inspiration" – Brembo's ambition is to help shape the future of mobility through cutting-edge, digital and sustainable solutions.
With over 16,000 people across 15 countries, 32 production and business sites, 9 R&D centers and with a turnover of € 3,849 million in 2023, Brembo is the trusted solution provider for everyone who demands the best driving experience.
www.brembo.com
For information:
Luca Di Leo Chief Communication Officer +39 035 6052164 [email protected]
Daniele Zibetti Corporate Media Relations +39 035 6053138 [email protected] Roberto Grazioli Chief Investor Relations Officer +39 035 6055828 [email protected]
Laura Panseri Investor Relations Senior Manager +39 035 6052145 [email protected]