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Capital/Financing Update • Dec 13, 2024

Informazione Regolamentata n. 1967-118-2024	Data/Ora Inizio Diffusione 13 Dicembre 2024 10:54:52		Euronext Star Milan
Societa'	:	DOVALUE
Identificativo Informazione Regolamentata	:	199379
Utenza - Referente	:	DOVALUEN06 - Della Seta
Tipologia	:	REGEM
Data/Ora Ricezione	:	13 Dicembre 2024 10:54:52
Data/Ora Inizio Diffusione	:	13 Dicembre 2024 10:54:52
Oggetto	:	Conditional notice of redemption of 5.00% Senior Secured Notes due 2025
Testo del comunicato

Vedi allegato

DOVALUE S.P.A.

CONDITIONAL NOTICE OF REDEMPTION

€265,000,000 5.00% Senior Secured Notes due 2025

Rule 144A Global Note

ISIN: XS2212626548; Common Code: 221262654

Reg S Global Note

ISIN: XS2212625656; Common Code: 221262565

Rome, December 13, 2024 – We refer to Sections 3.03, 3.04 and 12.01 of the Indenture dated as of August 4, 2020 (the "Indenture") by and among, inter alios, doValue S.p.A., as issuer (the "Issuer"), BNY Mellon Corporate Trustee Services Limited as trustee (the "Trustee"), UniCredit S.p.A. as security agent (the "Security Agent"), The Bank of New York Mellon, London Branch, as paying agent (the "Paying Agent"), and The Bank of New York Mellon SA/NV, Luxembourg Branch, as registrar (the "Registrar"), pursuant to which the Issuer issued its €265,000,000 5.00% Senior Secured Notes due 2025 (the "Notes"). The terms not otherwise defined in this conditional notice of redemption ("Conditional Notice of Redemption") shall have the meanings given to them in the Indenture.

Notice is hereby given to holders of the Notes that, subject to the Refinancing Condition (as defined below) being satisfied or waived, the Issuer hereby elects to redeem the entire principal amount of the Notes outstanding on the Optional Redemption Date (as defined below) pursuant to Article 3 of the Indenture and paragraph 5(d) of the Notes. The Issuer is redeeming the Notes at an amount in cash equal to the aggregate Redemption Price (as defined below) of the Notes.

The redemption of all the Notes on the Optional Redemption Date is conditional upon the Issuer taking certain refinancing actions that will provide sufficient net cash proceeds to the Issuer to fund the redemption (the "Refinancing Condition"). In the event that the Refinancing Condition is not satisfied or waived by the Issuer (in its sole discretion) by the Optional Redemption Date, the redemption will not occur and this Conditional Notice of Redemption will be rescinded.

Accordingly, none of the Notes shall be deemed due and payable on the Optional Redemption Date unless and until the Refinancing Condition is satisfied or waived by the Issuer in its sole discretion.

Subject to the satisfaction or waiver of the Refinancing Condition, the redemption date for the Notes will be the later of (i) December 23, 2024 and, (ii) if the Refinancing Condition has not been satisfied or waived on or by December 23, 2024, the Business Day immediately following the satisfaction or waiver of the Refinancing Condition, provided that such date shall not be less than ten (10) days and more than sixty (60) days from the date hereof (the "Optional Redemption Date"). The record date, on which any of the holders of the Notes must hold such Notes in order to be entitled to the Redemption Price, will be the Business Day immediately prior to the Optional Redemption Date.

Subject to the Issuer's determination in its sole discretion that the Refinancing Condition has been satisfied before the Optional Redemption Date, or that the Refinancing Condition shall be waived, the remaining terms and conditions of the redemption are as follows:

• 1. The Optional Redemption Date and the record date for the Notes will be as described above.
• 1. The redemption price of the Notes (the "Redemption Price") will be an amount equal to the aggregate amount of (i) 100.000% per cent of the principal outstanding amount of the Notes plus (ii) interest accrued and unpaid thereon to (but excluding) the Optional Redemption Date and (iii) Additional Amounts (if any).
• 1. The Notes called for redemption must be surrendered to The Bank of New York Mellon, London Branch, as Paying Agent, at 160 Queen Victoria Street, London, EC4V 4LA, United Kingdom, to collect the Redemption Price.

• 1. Unless the Issuer defaults in paying the Redemption Price (in whole or in part) in accordance with the terms hereof or the Paying Agent is prohibited from making such payment pursuant to the terms of the Indenture, the Notes will cease to accrue interest and any Additional Amounts, if any, on and after the Optional Redemption Date.
• 1. The Notes are being redeemed in full, pursuant to Article 3 of the Indenture and Paragraph 5 of the Notes.
• 1. The ISIN and Common Code numbers, as applicable, in relation to the Notes being redeemed are as set forth above. No representation is made as to the correctness or accuracy of such numbers listed in this Conditional Notice of Redemption or printed on the Notes.

This Conditional Notice of Redemption is given by doValue S.p.A., as the Issuer.

Enquiries about this Conditional Notice of Redemption should be directed to the Issuer as set out below.

doValue S.p.A. Viale dell'Agricoltura 7 37135 Verona Italy

Fine Comunicato n.1967-118-2024	Numero di Pagine: 4
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