Share Issue/Capital Change • Jan 10, 2024
Share Issue/Capital Change
Open in ViewerOpens in native device viewer
Milano, 10 January 2024 – Following the press release published yesterday, Davide Campari-Milano N.V. (the 'Issuer', and together with its subsidiaries, the 'Group') has successfully placed: (i) new ordinary shares of the Issuer, with a nominal value of €0.01 each ('New Shares'), for c.€650 million amounting in gross proceeds through an accelerated bookbuilding offering at €9.33 per ordinary share (the 'New Shares Offering'); and (ii) an aggregate principal amount of senior unsecured convertible bonds due 2029 of €550 million ('Convertible Bonds Offering' and, together with the New Shares Offering, the 'Offering') convertible into new and/or existing ordinary shares of the Issuer ('Bond Shares') (the 'Convertible Bonds' and together with the New Shares and the Delta Shares (as defined below), 'Securities').
As contemplated on the Courvoisier acquisition announcement on the 14th December 2023 (the 'Transaction') with regard to the various financing alternatives, with this Offering Campari Group took advantage of the favourable market conditions to optimise the funding structure. The net proceeds from the Offering (the 'Proceeds') will be used by the Issuer to finance the Transaction and for general corporate purposes. It will enhance the Group's pro-forma capital structure by accelerating the deleverage process and will extend the average maturity of the Group's liabilities, thus further strengthening the Issuer's financial profile, allowing further expansion.
* * *
BofA Securities Europe SA and Goldman Sachs Bank Europe SE acted as structuring global coordinators on the Offering and the Concurrent Delta Placement (as defined below) ('Structuring Global Coordinators') and together with Crédit Agricole Corporate and Investment Bank, Intesa Sanpaolo S.p.A. and Mediobanca – Banca di Credito Finanziario S.p.A. acted as joint global coordinators and joint bookrunners (together, 'Joint Global Coordinators and Joint Bookrunners'). PedersoliGattai, Houthoff and Cravath acted as legal advisors and Biscozzi Nobili Piazza as tax advisor for the Issuer, while Linklaters acted as legal advisor for the Joint Global Coordinators and Joint Bookrunners.
On 14 December 2023, the Issuer's Board of Directors resolved upon the issue of New Shares and exclusion of pre-emptive rights. The New Shares will confer the same rights, including dividend rights, as the existing ordinary shares. The New Shares represent 5.6% of the Issuer's issued and outstanding ordinary share capital.
* * *
Upon issuance, the Issuer will submit a request to Euronext Milan for the admission to trading of the New Shares and expects the New Shares to be admitted to trading on Euronext Milan immediately after their issue.
On 14 December 2023, the Issuer's Board of Directors also resolved upon the issue of the Convertible Bonds and exclusion of pre-emptive rights. The Convertible Bonds will be issued in registered form, at their principal amount of €100,000 each, will be issued at par, and bear a coupon of 2.375% per annum, payable semi-annually in arrears on 17th July and 17th January of each year, with the first coupon to be paid on 17th July 2024. The Convertible Bonds will have a maturity of 5 years (unless previously redeemed, converted or repurchased and cancelled) and will be redeemed at their principal amount at maturity (on or around 17th January 2029), subject to the Issuer's option to deliver Bond Shares and, as the case may be, an additional amount in cash ('Share Settlement Option').
The initial conversion price was set at €12.3623, representing a premium of 32.5% above the reference share price, being the placement price of the Shares in the New Shares Offering and Concurrent Delta Placement. The initial conversion price will be subject to customary adjustment in certain circumstances in line with market practice.
Initially, each Convertible Bond will be convertible into 8,089 underlying Bond Shares (subject to subsequent adjustments as defined in the terms and conditions of the Convertible Bonds) for a total issue of 44.5 million Bond Shares which represent: (i) 3.8% of the Issuer's issued and outstanding ordinary share capital as of today and (ii) 3.6% of the Issuer's issued and outstanding ordinary share capital following completion of the Offering.
The Convertible Bonds may be redeemed prior to maturity at the option of the Issuer under certain circumstances specified in the terms and conditions of the Convertible Bonds. In particular, the Convertible Bonds may be fully redeemed by giving not less than 30 calendar days' (and not more than 60 calendar days') prior notice by the Issuer at their principal amount, together with accrued but unpaid interest (i) at any time on or after 7 February 2027 (i.e., 3 years and 21 days following the Convertible Bonds Issue Date, as defined below),if the Parity Value (as described in the terms & conditions of the Convertible Bonds) on each of at least 20 dealing days in any period of 40 consecutive dealing days exceeds €130,000, or (ii) at any time, if more than 80% in principal amount of the Convertible Bonds has been converted and/or redeemed and/or purchased and cancelled.
Application is intended to be made to admit the Convertible Bonds to trading on Euronext Access Milan, a multilateral trading facility organised and managed by Borsa Italiana S.p.A. by no later than 90 calendar days after the Convertible Bonds Issue Date (as defined below).
The Joint Global Coordinators and Joint Bookrunners have conducted, concurrently with the Convertible Bonds Offering, a simultaneous accelerated placement of existing ordinary shares of the Issuer ('Delta Shares' and together with the New Shares, the 'Shares') on behalf of certain subscribers of the Convertible Bonds who wished to sell such shares in short sales to purchasers procured by the Joint Global Coordinators in order to hedge the market risk of an investment to which the subscribers are exposed with respect to the Convertible Bonds subscribed ('Concurrent Delta Placement').
The offer price of the Delta Shares is the same as the issue price of the New Shares, and the Issuer will not receive any proceeds, directly or indirectly, from any sales of Delta Shares.
The Offering and the Concurrent Delta Placement have been made via an accelerated bookbuild offering to qualified investors, that is: (i) in any Member State of the European Economic Area and in the United Kingdom, as provided for in article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 ('Prospectus Regulation') and the Prospectus Regulation as it forms part of the United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 ('UK Prospectus Regulation'); and (ii) in the other countries outside the European Union where the placement was carried out, to those who have the status of qualified investors or equivalent category in accordance with the applicable regulations in each jurisdiction and by taking into account the remaining requirements for the Offering and the Concurrent Delta Placement not to require any registration or approval by the competent authorities.
The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended ('U.S. Securities Act'). There will be no public offer of Securities in the United States or in any other jurisdiction.
The Convertible Bonds and the Bond Shares have not been offered, sold nor will be delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act).
The New Shares and the Delta Shares have not been offered, sold nor will be delivered within the United States, except for the New Shares and Delta Shares that were offered, sold and will be delivered within the United States to qualified institutional buyers (QIBs) (as defined in Rule 144A under the U.S. Securities Act) pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.
Settlement and delivery of the Shares is expected to take place on 12nd January 2024 ('New Shares Issue Date') and the settlement and delivery of the Convertible Bonds is expected to take place on 17th January 2024 ('Convertible Bonds Issue Date'). No prospectus related to the Offering or the Concurrent Delta Placement has been published.
In the context of the Convertible Bond Offering, the Issuer, on behalf of itself and its subsidiaries, has agreed to a customary lock-up relating to its ordinary shares and certain related securities and similar (or derivative) transactions relating to its ordinary shares, ending on the date falling 90 calendar days after the Convertible Bonds Issue Date. The lock-up is subject to customary exceptions (including pursuant to stock options grants or incentive schemes) or waiver by the Structuring Global Coordinators, on behalf of the Joint Global Coordinators and Joint Bookrunners. The Issuer, on behalf of itself and its subsidiaries, has also agreed to a similar lock-up undertaking in the context of the New Shares Offering.
THIS PRESS RELEASE DOES NOT COMPRISE A PROSPECTUS FOR THE PURPOSES OF THE PROSPECTUS REGULATION, THE UK PROSPECTUS REGULATION AND/OR PART VI OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 OF THE UNITED KINGDOM (THE 'FSMA') OR OTHERWISE. INVESTORS SHOULD NOT SUBSCRIBE FOR ANY CONVERTIBLE BONDS REFERRED TO HEREIN EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE FINAL VERSION OF THE TERMS AND CONDITIONS OF THE CONVERTIBLE BONDS.
* * *
IN CONNECTION WITH THE OFFERING AND THE CONCURRENT DELTA PLACEMENT, A PROSPECTUS IS NOT REQUIRED TO BE PUBLISHED PURSUANT TO THE PROSPECTUS REGULATION OR THE UK PROSPECTUS REGULATION.
NO ACTION HAS BEEN TAKEN BY THE ISSUER, THE JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE SECURITIES OR POSSESSION OR DISTRIBUTION OF THIS DOCUMENT OR ANY OFFERING OR PUBLICITY MATERIAL RELATING TO THE SECURITIES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED.
PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED BY THE ISSUER AND THE JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY OF THE RESTRICTIONS SET OUT HEREIN.
THIS PRESS RELEASE IS DIRECTED EXCLUSIVELY AT MARKET PROFESSIONALS AND INSTITUTIONAL INVESTORS, BEING "QUALIFIED INVESTORS" WITHIN THE MEANING OF THE PROSPECTUS REGULATION (IN THE CASE OF PERSONS IN THE EEA) OR IN THE UK PROSPECTUS REGULATION (IN THE CASE OF PERSONS IN THE UK). THIS PRESS RELEASE IT IS NOT INTENDED AS INVESTMENT ADVICE AND UNDER NO CIRCUMSTANCES IS IT TO BE USED OR CONSIDERED AS AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY NOR IS IT A RECOMMENDATION TO BUY OR SELL ANY SECURITY.
ANY DECISION TO PURCHASE ANY OF THE SECURITIES SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE ISSUER'S PUBLICLY AVAILABLE INFORMATION AND IN THE CASE OF THE CONVERTIBLE BONDS AND THE BOND SHARES, THE TERMS AND CONDITIONS OF THE CONVERTIBLE BONDS. NEITHER THE JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR THE ISSUER'S PUBLICLY AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP TO THE CLOSING DATE.
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT AND THIS PRESS RELEASE IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY SECURITIES, NOR THERE HAS BEEN ANY OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL.
THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT. THERE HAS NOT BEEN NOR THERE WILL BE ANY PUBLIC OFFER OF SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION.
THE CONVERTIBLE BONDS AND THE BOND SHARES HAVE NOT BEEN OFFERED, SOLD NOR WILL BE DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT).
THE NEW SHARES AND THE DELTA SHARES HAVE NOT BEEN OFFERED, SOLD NOR WILL BE DELIVERED WITHIN THE UNITED STATES, EXCEPT FOR THE NEW SHARES AND DELTA SHARES THAT HAVE BEEN OFFERED, SOLD NOR WILL BE DELIVERED WITHIN THE UNITED STATES TO QUALIFIED INSTITUTIONAL BUYERS (QIBs) (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT.
COPIES OF THIS PRESS RELEASE ARE NOT BEING, AND MUST NOT BE, MAILED, OR OTHERWISE FORWARDED, DISTRIBUTED OR SENT IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH MAILING WOULD BE ILLEGAL, OR TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THOSE JURISDICTIONS, AND PERSONS RECEIVING THIS PRESS RELEASE (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT MAIL OR OTHERWISE FORWARD, DISTRIBUTE OR SEND IT IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH MAILING WOULD BE ILLEGAL OR TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THOSE JURISDICTIONS.
EACH PERSON RECEIVING THIS PRESS RELEASE SHOULD CONSULT THEIR PROFESSIONAL ADVISERS TO ASCERTAIN THE SUITABILITY OF THE SECURITIES AS AN INVESTMENT. FOR THE AVOIDANCE OF DOUBT, NONE OF THE ISSUER OR THE JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS MAKE ANY REPRESENTATION OR WARRANTY THAT THEY INTEND TO ACCEPT OR BE BOUND BY ANY OF THE TERMS HEREIN NOR SHALL THE ISSUER OR THE JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS BE OBLIGED TO ENTER INTO ANY FURTHER DISCUSSIONS OR NEGOTIATIONS PURSUANT HERETO, BUT THEY SHALL BE ENTITLED IN THEIR ABSOLUTE DISCRETION TO ACT IN ANY WAY THAT THEY SEE FIT IN CONNECTION WITH THE PROPOSED TRANSACTION. THIS DOCUMENT IS NOT AN OFFER TO SELL, NOR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES AND ANY DISCUSSIONS, NEGOTIATIONS OR OTHER COMMUNICATIONS THAT MAY BE ENTERED INTO, WHETHER IN CONNECTION WITH THE TERMS SET OUT HEREIN OR OTHERWISE, SHALL BE CONDUCTED SUBJECT TO CONTRACT. NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE AS TO, OR IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY THE JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS OR BY ANY OF THEIR RESPECTIVE OFFICERS, EMPLOYEES OR AGENTS AS TO OR IN RELATION TO THE ACCURACY OR COMPLETENESS OF PUBLICLY AVAILABLE INFORMATION ON THE ISSUER, THIS PRESS RELEASE, OR ANY OTHER WRITTEN OR ORAL INFORMATION MADE AVAILABLE TO ANY INTERESTED PARTY OR ITS ADVISERS AND ANY LIABILITY THEREFOR IS HEREBY EXPRESSLY DISCLAIMED.
IN CONNECTION WITH THE OFFERING AND THE CONCURRENT DELTA PLACEMENT, THE JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS AND ANY OF THEIR RESPECTIVE AFFILIATES MAY TAKE UP A PORTION OF THE SECURITIES IN THE OFFERING AND THE CONCURRENT DELTA PLACEMENT, AS THE CASE MAY BE, AS A PRINCIPAL POSITION AND IN THAT CAPACITY MAY RETAIN, PURCHASE, SELL, OFFER TO SELL OR OTHERWISE DEAL FOR ITS OR THEIR OWN ACCOUNT THE SECURITIES OR ANY OTHER SECURITIES OF THE ISSUER OR RELATED INVESTMENTS, AND MAY OFFER OR SELL THE SECURITIES OR OTHER INVESTMENTS OTHERWISE THAN IN CONNECTION WITH THE OFFERING AND THE CONCURRENT DELTA PLACEMENT. ACCORDINGLY, REFERENCES IN THIS PRESS RELEASE TO THE SECURITIES BEING SOLD, OFFERED, SUBSCRIBED, ACQUIRED, PLACED OR OTHERWISE DEALT IN SHOULD BE READ AS INCLUDING ANY ISSUE OR OFFER TO, OR SUBSCRIPTION, ACQUISITION, PLACING OR DEALING OF SECURITIES BY, THE JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS AND ANY OF THEIR RESPECTIVE AFFILIATES ACTING IN SUCH CAPACITY. IN ADDITION, CERTAIN OF THE JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS OR THEIR AFFILIATES MAY ENTER INTO FINANCING ARRANGEMENTS (INCLUDING SWAPS, WARRANTS OR CONTRACTS FOR DIFFERENCES) WITH INVESTORS IN CONNECTION WITH WHICH SUCH JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS (OR THEIR RESPECTIVE AFFILIATES) MAY FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF THE SECURITIES. THE JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS (OR THEIR RESPECTIVE AFFILIATES) DO NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR REGULATORY OBLIGATION TO DO SO. IN ADDITION, EACH OF THE JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS AND THEIR RESPECTIVE SUBSIDIARIES AND AFFILIATES MAY PERFORM SERVICES FOR, OR SOLICIT BUSINESS FROM, THE ISSUER OR MEMBERS OF THE ISSUER'S GROUP, MAY MAKE MARKETS IN THE SECURITIES OF SUCH PERSONS AND/OR HAVE A POSITION OR EFFECT TRANSACTIONS IN SUCH SECURITIES.
EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE SECURITIES. NONE OF THE ISSUER OR THE JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS MADE ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.
THE JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS ACTED ON BEHALF OF THE ISSUER AND NO ONE ELSE IN CONNECTION WITH THE OFFERING AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS OR FOR PROVIDING ADVICE IN RELATION TO THE SECURITIES.
POTENTIAL INVESTORS WHO ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS PRESS RELEASE SHOULD CONSULT THEIR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER FINANCIAL ADVISER. IT SHOULD BE REMEMBERED THAT THE PRICE OF SECURITIES AND THE INCOME FROM THEM CAN GO DOWN AS WELL AS UP.
UK, EEA, ITALIAN, CANADIAN AND BRAZILIAN SELLING RESTRICTIONS AND DEEMED INVESTOR REPRESENTATIONS
THIS PRESS RELEASE AND THE OFFERING AND CONCURRENT DELTA PLACEMENT WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN, MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE 'EEA') (EACH, A 'MEMBER STATE') AND IN THE UNITED KINGDOM, AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF THE PROSPECTUS REGULATION AND THE UK PROSPECTUS REGULATION, RESPECTIVELY ('QUALIFIED INVESTORS'). EACH PERSON IN A MEMBER STATE OR IN
THE UNITED KINGDOM WHO INITIALLY ACQUIRES ANY SECURITIES OR TO WHOM ANY OFFER OF SECURITIES MAY BE MADE AND, TO THE EXTENT APPLICABLE, ANY FUNDS ON BEHALF OF WHICH SUCH PERSON IS ACQUIRING THE SECURITIES THAT ARE LOCATED IN A MEMBER STATE OR IN THE UNITED KINGDOM WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND AGREED THAT IT IS A QUALIFIED INVESTOR.
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED ('MIFID II'); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; (C) LOCAL IMPLEMENTING MEASURES IN THE EEA; (D) REGULATION (EU) NO 600/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUWA ('UK MIFIR'); AND (E) THE FCA HANDBOOK PRODUCT INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK (TOGETHER, THE 'PRODUCT GOVERNANCE REQUIREMENTS'), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH ANY "MANUFACTURER" (FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE CONVERTIBLE BONDS HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT: (I) THE TARGET MARKET FOR THE CONVERTIBLE BONDS IS (A) IN THE EEA, ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN MIFID II AND (B) IN THE UNITED KINGDOM, ELIGIBLE COUNTERPARTIES (AS DEFINED IN THE FCA HANDBOOK CONDUCT OF BUSINESS SOURCEBOOK) AND PROFESSIONAL CLIENTS (AS DEFINED IN UK MIFIR); AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE CONVERTIBLE BONDS TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE CONVERTIBLE BONDS (A 'DISTRIBUTOR') SHOULD TAKE INTO CONSIDERATION THE MANUFACTURERS' TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II OR THE PRODUCT GOVERNANCE REQUIREMENTS IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE CONVERTIBLE BONDS (BY EITHER ADOPTING OR REFINING THE MANUFACTURERS' TARGET MARKET ASSESSMENT) AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN RELATION TO ANY OFFERING OF THE CONVERTIBLE BONDS.
FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID II OR UK MIFIR; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE CONVERTIBLE BONDS.
THE CONVERTIBLE BONDS WERE 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 EEA OR IN THE UNITED KINGDOM. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS (A) IN THE EEA, A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF MIFID II; OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II AND (B) IN THE UNITED KINGDOM, 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 UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUWA OR (II) A CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF THE FSMA AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA 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 UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUWA.
CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS AMENDED (THE 'PRIIPS REGULATION') OR THE PRIIPS REGULATION AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUWA (THE 'UK PRIIPS REGULATION') FOR OFFERING OR SELLING THE CONVERTIBLE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA OR IN THE UNITED KINGDOM HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE CONVERTIBLE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UNITED KINGDOM MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION AND/OR THE UK PRIIPS REGULATION.
IN ADDITION, IN THE UNITED KINGDOM THIS DOCUMENT IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY 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') AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'). THIS DOCUMENT MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO (A) RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UNITED KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA. IN THE CASE OF ANY SECURITIES BEING OFFERED TO A POTENTIAL INVESTOR IN ITS CAPACITY AS A FINANCIAL INTERMEDIARY (AS SUCH TERM IS USED IN ARTICLE 5(1) OF THE UK PROSPECTUS REGULATION), SUCH FINANCIAL INTERMEDIARY WILL BE DEEMED TO HAVE REPRESENTED AND AGREED THAT THE SECURITIES ACQUIRED BY IT IN THE OFFERING AND/OR CONCURRENT DELTA PLACEMENT HAVE NOT BEEN ACQUIRED ON BEHALF OF PERSONS IN A MEMBER STATE OR THE UNITED KINGDOM OTHER THAN QUALIFIED INVESTORS OR PERSONS IN MEMBER STATES OR THE UNITED KINGDOM FOR WHOM SUCH FINANCIAL INTERMEDIARY HAS AUTHORITY TO MAKE DECISIONS ON A WHOLLY DISCRETIONARY BASIS, NOR HAVE THE SECURITIES BEEN ACQUIRED WITH A VIEW TO THEIR OFFER OR RESALE IN A MEMBER STATE OR THE UNITED KINGDOM WHERE THIS WOULD RESULT IN A REQUIREMENT FOR PUBLICATION BY THE ISSUER, THE JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS OR ANY OTHER MANAGER OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE UK PROSPECTUS REGULATION, UNLESS THE PRIOR WRITTEN CONSENT OF THE JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS HAS BEEN OBTAINED TO SUCH OFFER OR RESALE.
ANY OFFER, SALE OR DELIVERY OF THE SECURITIES OR DISTRIBUTION OF COPIES OF OFFERING MATERIAL RELATING TO THE SECURITIES IN THE REPUBLIC OF ITALY WILL BE MADE (I) BY AN INVESTMENT FIRM, BANK OR FINANCIAL INTERMEDIARY
PERMITTED TO CONDUCT SUCH ACTIVITIES IN THE REPUBLIC OF ITALY IN ACCORDANCE WITH THE FINANCIAL LAWS CONSOLIDATED ACT, CONSOB REGULATION NO. 20307 OF 15 FEBRUARY 2018 AND THE ITALIAN LEGISLATIVE DECREE NO. 385 OF 1ST SEPTEMBER 1993 ('CONSOLIDATED BANKING ACT') (ALL AS AMENDED FROM TIME TO TIME); AND (II) IN COMPLIANCE WITH ANY OTHER APPLICABLE LAWS AND REGULATIONS OR REQUIREMENT IMPOSED BY CONSOB, THE BANK OF ITALY OR ANY OTHER ITALIAN AUTHORITY.
THE SECURITIES MAY BE SOLD ONLY IN CANADA TO PURCHASERS PURCHASING, OR DEEMED TO BE PURCHASING, AS PRINCIPAL THAT ARE ACCREDITED INVESTORS, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND ARE PERMITTED CLIENTS, AS DEFINED IN NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS. ANY RESALE OF SECURITIES MUST BE MADE IN ACCORDANCE WITH AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE PROSPECTUS REQUIREMENTS OF THE APPLICABLE SECURITIES LAWS.
THE OFFER AND SALE OF THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE BRAZILIAN SECURITIES COMMISSION (COMISSÃO DE VALORES MOBILIÁRIOS, OR 'CVM') AND, THEREFORE, WILL NOT BE CARRIED OUT BY ANY MEANS THAT WOULD CONSTITUTE A PUBLIC OFFERING IN BRAZIL UNDER CVM RESOLUTION NO. 160, DATED 13 JULY 2022, AS AMENDED ('CVM RESOLUTION 160') OR UNAUTHORIZED DISTRIBUTION UNDER BRAZILIAN LAWS AND REGULATIONS. THE SECURITIES WILL BE AUTHORIZED FOR TRADING ON ORGANIZED NON-BRAZILIAN SECURITIES MARKETS AND MAY ONLY BE OFFERED TO BRAZILIAN PROFESSIONAL INVESTORS (AS DEFINED BY APPLICABLE CVM REGULATION), WHO MAY ONLY ACQUIRE THE SECURITIES THROUGH A NON-BRAZILIAN ACCOUNT, WITH SETTLEMENT OUTSIDE BRAZIL IN A NON-BRAZILIAN CURRENCY. THE TRADING OF THESE SECURITIES ON REGULATED SECURITIES MARKETS IN BRAZIL IS PROHIBITED.
NO ACTION HAS BEEN OR WILL BE TAKEN BY THE JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT A PUBLIC OFFERING OF THE SECURITIES REFERRED TO HEREIN, OR POSSESSION OR DISTRIBUTION OF ANY OFFERING DOCUMENT IN RELATION THERETO, IN ANY JURISDICTION WHERE ACTION FOR THE PURPOSE IS REQUIRED.
REPRESENTATIONS BY PARTICIPANTS IN THE NEW SHARES OFFERING AND CONCURRENT DELTA PLACEMENT
BUYERS OF NEW SHARES OR DELTA SHARES ARE DEEMED TO HAVE REPRESENTED, WARRANTED AND AGREED THAT (I) THEY UNDERSTAND THAT THE SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, (II) THEY HAVE NOT OFFERED OR SOLD, AND WILL NOT OFFER OR SELL, ANY SHARES WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND (III) NEITHER THEY, NOR ANY OF THEIR AFFILIATES NOR ANY PERSONS ACTING ON THEIR BEHALF HAVE ENGAGED OR WILL ENGAGE IN ANY DIRECTED SELLING EFFORTS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT) OR GENERAL SOLICITATION OR GENERAL ADVERTISING (WITHIN THE MEANING OF REGULATION D UNDER THE U.S. SECURITIES ACT) IN THE UNITED STATES WITH RESPECT TO THE SHARES.
PURCHASERS AND PERSONS WHO RECEIVE THIS PRESS RELEASE ARE REQUIRED BY THE JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS AND THEIR RESPECTIVE AFFILIATES TO COMPLY AT THEIR OWN EXPENSE (AND WILL BE DEEMED TO REPRESENT THAT THEY WILL COMPLY) WITH ALL APPLICABLE LAWS AND REGULATIONS IN EACH JURISDICTION IN WHICH THEY PURCHASE, OFFER, SELL OR DELIVER THE SECURITIES OR HAVE IN THEIR POSSESSION THIS PRESS RELEASE.
FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS PRESS RELEASE IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
THE ISSUER, THE JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS AND OTHERS WILL RELY UPON THE TRUTH AND ACCURACY OF THE FOREGOING REPRESENTATIONS, ACKNOWLEDGEMENTS AND AGREEMENTS. * * *
| Investor Relations | ||
|---|---|---|
| Chiara Garavini | Tel. +39 02 6225330 | Email: [email protected] |
| Corporate Communications Enrico Bocedi |
Tel. +39 02 6225680 | Email: [email protected] |
ABOUT CAMPARI GROUP
Campari Group is a major player in the global spirits industry, with a portfolio of over 50 premium and super premium brands, spreading across Global, Regional and Local priorities. Global Priorities, the Group's key focus, include Aperol, Campari, SKYY, Grand Marnier, Wild Turkey and Appleton Estate. The Group was founded in 1860 and today is the sixth-largest player worldwide in the premium spirits industry. It has a global distribution reach, trading in over 190 nations around the world with leading positions in Europe and the Americas. Campari Group's growth strategy aims to combine organic growth through strong brand building and external growth via selective acquisitions of brands and businesses.
Headquartered in Milan, Italy, Campari Group operates in 23 production sites worldwide and has its own distribution network in 25 countries. Campari Group employs approximately 4,700 people. The shares of the parent company Davide Campari-Milano N.V. (Reuters CPRI.MI - Bloomberg CPR IM) have been listed on the Italian Stock Exchange since 2001. Please enjoy our brands responsibly.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.