Amplifon — Capital/Financing Update 2017

Jun 13, 2017

Informazione Regolamentata n. 0525-87-2017		Data/Ora Ricezione 13 Giugno 2017 19:19:39	MTA - Star
Societa'	:	AMPLIFON
Identificativo Informazione Regolamentata	:	90764
Nome utilizzatore	:	AMPLIFONNSS02 - Galli
Tipologia	:	3.1
Data/Ora Ricezione	:	13 Giugno 2017 19:19:39
Data/Ora Inizio Diffusione presunta	:	13 Giugno 2017 19:19:40
Oggetto	:	Attached the press release received from Ampliter N.V., which we distribute on its behalf
Testo del comunicato

Vedi allegato.

AMPLITER N.V.

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, CANADA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, CANADA OR JAPAN. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION

LAUNCH OF THE SALE OF MAXIMUM NO. 5,500,000 SHARES OF AMPLIFON S.P.A. BY AMPLITER N.V. IN THE CONTEXT OF AN AGREEMENT FOR THE INVESTMENT BY TIP – TAMBURI INVESTMENT PARTNERS S.P.A. IN THE CAPITAL OF AMPLITER N.V.

Ampliter N.V. ("Ampliter"), the controlling shareholder of Amplifon S.p.A. ("Amplifon") – of which it holds more than 107 million shares representing 47.38% of the share capital and 64.05% of the voting rights – hereby announces its intention to sell maximum no. 5.5 million of Amplifon shares, corresponding to 2.43% of the share capital of the same and to 2.64% of the voting rights (as existing prior to the transaction); this announcement is simultaneous with the announcement of TIP – Tamburi Investment Partners S.p.A. ("TIP"), a company which holds more than 9.5 million Amplifon shares and that has at the same time launched the sale of maximum no. 3.5 million Amplifon shares, corresponding to 1.55% of the share capital of the same and to 1.06% of the voting rights (as existing prior to the transaction).

All the shares referred to above will be offered to Italian and foreign institutional investors through UniCredit Bank A.G., Milan Branch, and Morgan Stanley who will act as Joint Bookrunnners in the context of an accelerated bookbuilding process.

This transaction will enable Ampliter to strenghten its net asset value and financial structure and to repay part of its short term indebtedness, including a loan granted to it by UniCredit S.p.A. in connection with the repayment in cash of part of the Ampliter 2013-2018 bond issue exchangeable for Amplifon shares. The transaction will also have the positive effect of increasing the free float and liquidity of the Amplifon shares and to enlarge and diversify the shareholder base of Amplifon. As a result of the transaction, Ampliter will preserve the control of Amplifon, holding 44.95% of the share capital and 62.02% of the voting rights (as existing following completion of the transaction).

In the context of the accelerated bookbuilding process, Ampliter and TIP have individually undertaken vis-àvis the placing banks a 180-day lock up on the remaining Amplifon shares still held by them (without prejudice to Ampliter's ability to pledge Amplifon shares as security for the refinancing on a medium term basis of that part of its short term indebtedness which will not be repaid out of the proceeds of the transaction).

The sale is subject to demand, price and market conditions. The selection of the buyers and the basis for the allocation of the shares to each of them are left to the discretion of the sellers and of UniCredit Bank A.G.,

A M P L I T E R N . V.

Milan Branch, and Morgan Stanley. The price at which the shares are to be placed will be agreed at the close of the bookbuilding process. More details will be announced as soon as practicable after the completion of the bookbuilding process.

The accelerated bookbuilding transaction is the first part of a more complex transaction agreed upon among Ampiter, TIP, and Ampifin S.p.A. ("Ampifin", the parent company that holds 100% of Ampiter's share capital) in the context of a framework agreement (the "Framework Agreement") entered into on the date hereof, which provides that TIP will enter into the share capital of Ampliter through the acquisition from Amplifin, for the price of Euro 50,000,000, of a minority stake, the precise percentage size of which will be calculated on the basis of the value of the assets of Ampliter as at the closing date.

It is expected that, subject to the fulfillment of certain conditions precedent related to a process of rationalization and simplification of the corporate, net asset value and financial structure of Ampliter, which process has already been started by Ampliter, the closing of the acquisition of the Ampliter participation will take place within the month of December 2017 ("the "Acquisition").

TIP has reserved the right to designate its associated company Asset Italia S.p.A. to invest in Ampliter, in which case Asset Italia S.p.A. will carry out the transaction through a special corporate vehicle.

At the same time as signing the Framework Agreement, Amplifin and TIP have executed a shareholders' agreement relating to Ampliter (the "Shareholders' Agreement"), according to which they have undertaken, inter alia, to enter into a final shareholders' agreement which will reflect and transpose, in a more technical and detailed manner, the agreements already reached by the parties and included in the Shareholders' Agreement. The Shareholders' Agreement will become effective as from the date of completion of the Acquisition and will remain in force for three years from the date of signing.

In case of designation of Asset Italia S.p.A. by TIP, the corporate vehicle utilized by Asset Italia S.p.A. will replace TIP in all respects as party of the Shareholders' Agreement.

The Acquisition, as well as the shareholders' agreements defined between the parties, are not meant to create any substantial change in the situation of control of Ampliter and, indirectly, of Amplifon, as the express and common intention of the parties is that Amplifin will preserve the full and exclusive control in fact and at law of Ampliter and, indirectly, of Amplifon, without any form of joint control as between Amplifin and TIP and/or Asset Italia in case of its designation ("the Investor").

The Shareholders' Agreement provides in particular:

• the right of the Investor to designate one member (out of three) of the Board of Directors of Ampliter and one member of each of the Board of Directors and the Board of Statutory Auditors of Amplifon, to be included within the lists that will be submitted by Ampliter upon renewal of their terms of office;
• certain qualified majorities to approve resolutions of the shareholders' meeting and of the Board of Directors of Ampliter on certain extraordinary matters (in any event not related to Ampifon) of particular relevance to protect minority rights and procedures for the solution of possible deadlock situations;

A M P L I T E R N . V.

• a lock-up commitment of the Investor in respect of its holding in Ampliter throughout the duration of the shareholders' agreement;
• the possible allocation to the shareholders of Ampliter, on a pro-rata basis, of the Amplifon shares held by Ampliter upon the expiry of the shareholders' agreement, should the same not be renewed in advance by the parties.

The Shareholders' Agreement will be published in the time and manner provided by the article 122 of the Legislative Decree No. 58 of February 24, 1998 and subsequent modifications and by Consob Regulation No.11971/99.

In relation to this transaction, Ampliter is assisted by Lazard S.r.l., as financial advisor, and by Orrick, Herrington & Sutcliffe (Europe) LLP, as legal advisor.

Milan, June 13, 2017

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. THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND DEPENDENCIES, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA). 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. 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.

THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE SELLER. 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 UNICREDIT BANK A.G., MILAN BRANCH AND [MORGAN STANLEY] (THE "BOOKRUNNERS") OR BY

A M P L I T E R N . V . – S T R A W I N S K Y L A A N 3 1 1 1 , A T R I U M 6 , 1 0 7 7 Z X A M S T E R D A M R e g i s t e r e d W i t h T h e C h a m b e r O f C o m m e r c e A m s t e r d a m U n d e r N u m b e r 3 3 3 0 0 8 3 0 d o m i c i l i o f i s c a l e i n I t a l i a 2 0 1 4 1 M i l a n o , V i a R i p a m o n t i 1 3 1 – C F 9 7 2 4 8 0 2 0 1 5 4 – P I 0 8 5 6 3 6 3 0 9 6 4 – R E A M I 1 7 5 1 9 7 6

A M P L I T E R N . V.

ANY OF THEIR AFFILIATES OR AGENTS AS TO, OR IN RELATION TO, THE ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT OR ANY OTHER WRITTEN OR ORAL INFORMATION MADE AVAILABLE TO OR PUBLICLY AVAILABLE TO ANY INTERESTED PARTY OR ITS ADVISERS, AND ANY LIABILITY THEREFORE IS EXPRESSLY DISCLAIMED.

IN CONNECTION WITH ANY SHARES TO BE OFFERED AS PROVIDED HEREIN (THE "PLACING SHARES"), THE BOOKRUNNERS AND ANY OF THEIR AFFILIATES ACTING AS AN INVESTOR FOR THEIR OWN ACCOUNT MAY TAKE UP AS A PROPRIETARY POSITION ANY PLACING SHARES AND IN THAT CAPACITY MAY RETAIN, PURCHASE OR SELL FOR THEIR OWN ACCOUNT SUCH PLACING SHARES. IN ADDITION, THE BOOKRUNNERS OR THEIR AFFILIATES MAY ENTER INTO FINANCING ARRANGEMENTS AND SWAPS WITH INVESTORS IN CONNECTION WITH WHICH THE BOOKRUNNERS (OR THEIR AFFILIATES) MAY FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF SHARES. THE BOOKRUNNERS 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. THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS FOR BACKGROUND PURPOSES ONLY AND DOES NOT PURPORT TO BE FULL OR COMPLETE. NO RELIANCE MAY BE PLACED FOR ANY PURPOSE ON THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT OR ITS ACCURACY OR COMPLETENESS. THIS ANNOUNCEMENT DOES NOT PURPORT TO IDENTIFY OR SUGGEST THE RISKS (DIRECT OR INDIRECT) WHICH MAY BE ASSOCIATED WITH AN INVESTMENT IN THE PLACING SHARES. ANY INVESTMENT DECISION IN CONNECTION WITH THE PLACING SHARES MUST BE MADE SOLELY ON THE BASIS OF ALL PUBLICLY AVAILABLE INFORMATION RELATING TO THE SHARES (WHICH HAS NOT BEEN INDEPENDENTLY VERIFIED BY THE BOOKRUNNERS). THE BOOKRUNNERS ARE ACTING ON BEHALF OF THE SELLERS AND NO ONE ELSE IN CONNECTION WITH ANY OFFERING OF THE SHARES AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE BOOKRUNNERS NOR FOR PROVIDING ADVICE IN RELATION TO ANY OFFERING OF THE PLACING SHARES.