Fila — Share Issue/Capital Change 2018

Dec 3, 2018

Informazione Regolamentata n. 1565-69-2018		Data/Ora Ricezione 03 Dicembre 2018 17:49:22	MTA - Star
Societa'	:	FILA
Identificativo Informazione Regolamentata	:	111509
Nome utilizzatore	:	FILASPANSS01 - De Rosa
Tipologia	:	REGEM
Data/Ora Ricezione	:	03 Dicembre 2018 17:49:22
Data/Ora Inizio Diffusione presunta	:	03 Dicembre 2018 17:49:23
Oggetto	:	Pencil S.p.A.PR Launch of an accelerated bookbuilding on pre-emptive subscription rights of F.I.L.A S.p.A
Testo del comunicato

Vedi allegato.

Not for release, publication or distribution in whole or in part in or into the United States, Australia, Canada or Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

PRESS RELEASE

PENCIL S.P.A.: LAUNCH OF AN ACCELERATED BOOKBUILDING ON PRE-EMPTIVE SUBSCRIPTION RIGHTS OF F.I.L.A. – FABBRICA ITALIANA LAPIS ED AFFINI S.P.A. RESERVED TO ITALIAN AND INTERNATIONAL INSTITUTIONAL INVESTORS

Milan, December 3, 2018 – Pencil S.p.A., holding 47.66% of the share capital of F.I.L.A. – Fabbrica Italiana Lapis ed Affini S.p.A. (the "FILA") and 60.28% of the voting share capital, pursuant to the resolution of its Board of Directors in relation to the pre-emptive subscription rights relating to no. 13,133,032 ordinary shares owned, announces the launch of an accelerated bookbuilding reserved to Italian and international institutional investors of such pre-emptive subscription rights (the "Placement"), in connection with the share capital increase of FILA, which is currently being carried out (the "Share Capital Increase").

As previously announced to the market, Pencil S.p.A. undertook an irrevocable commitment to exercise all the pre-emptive subscription rights in relation to the no. 6,566,508 class B shares owned in the context of the Share Capital Increase.

In relation to the Placement, Mediobanca – Banca di Credito Finanziario S.p.A. and UniCredit Corporate & Investment Banking – in cooperation with Kepler Capital Markets S.A. – are acting as Joint Bookrunners.

The proceeds deriving from the sale the rights will be used to fund the subscription of the new ordinary shares issued in the context of the Share Capital Increase (c.d. operation blanche).

Bookbuilding will commence immediately, though the right to close the books at any time is reserved. The price and the total amount of the rights sold will be promptly communicated to the market.

In line with market practice for similar transactions, Pencil S.p.A. has also agreed to enter into a lock-up on the remaining shares held in FILA as at the end of the transaction for a period of 120 days.

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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. The information in this announcement is subject to change. It may be unlawful to distribute this announcement in certain jurisdictions. These written materials are not for distribution in the United States, Canada, Australia or Japan or in any other jurisdiction where to do so would be unlawful. The information contained herein does not constitute an offer of securities for sale in the United States, Canada, Australia or Japan. This announcement does not constitute or form part of an offer to sell or the solicitation of an offer to buy the securities discussed herein. The securities mentioned herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the Not for release, publication or distribution in whole or in part in or into the United States, Australia, Canada or Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

"Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offer of the securities mentioned herein in the United States.