Unieuro — Share Issue/Capital Change 2017

Sep 6, 2017

Informazione Regolamentata n. 1944-44-2017		Data/Ora Ricezione 06 Settembre 2017 01:32:34	MTA - Star
Societa'	:	UNIEURO
Identificativo Informazione Regolamentata	:	93480
Nome utilizzatore	:	UNIEURON04 - Moretti
Tipologia	:	REGEM
Data/Ora Ricezione	:	06 Settembre 2017 01:32:34
Data/Ora Inizio Diffusione presunta	:	06 Settembre 2017 01:32:34
Oggetto	:	Completion of the accelerated bookbuilding offering launched by Italian Electronics Holdings S.r.l. in Unieuro S.p.A.
Testo del comunicato

Si trasmette comunicato stampa emesso da Italian Electronics Holdings S.r.l., società controllante di Unieuro S.p.A.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

Italian Electronics Holdings s.r.l. Via Agnello 12, 20121, Milano Codice Fiscale e iscrizione nel registro delle imprese di Milano n. 08419560969 Capitale sociale Euro 1.002.601,40 i.v. Società soggetta all'attività di direzione e coordinamento di International Retail Holdings s.à.r.l.

PRESS RELEASE

Completion of the accelerated bookbuilding offering launched by Italian Electronics Holdings S.r.l. in Unieuro S.p.A.

The proceeds amount to approximately c.€56 million, deriving from the sale of 3.5 million ordinary shares of Unieuro S.p.A., at a price of €16.00 per share.

Milan – 6 September 2017. Further to the press release published today, Italian Electronics Holdings S.r.l. ("IEH") announces the successful completion of the placement of ordinary shares Unieuro S.p.A. ("Unieuro" or the "Company"). In particular, IEH, in consideration of the amount of the requests received, has modified the terms of the placement and increased the number of Unieuro Shares to sell within the context of the accelerated bookbuilding process. Therefore, IEH announces the placement to institutional investors of 3.5 million existing ordinary shares in Unieuro, equal to 17.5% of the Company's issued share capital, at a price of €16.00 per share (the "Placement").

The settlement of the Placement will take place on 8 September 2016.

Gross proceeds of the Placement amount to approximately €56 million.

The price represents a discount of approximately 7.0% to the last pre-announcement closing price of Unieuro.

After completion of the Placement, IEH continues to hold a relative majority shareholding in Unieuro, corresponding to 48% of the Company's share capital. The sale of the stake will also increase the free float of Unieuro shares.

IEH has agreed, in line with the market practice, to a 90 days lockup period from the closing of the Placement with respect to sales of any remaining shares it holds in Unieuro. Subject to customary exceptions in line with those already agreed in the context of Unieuro's initial public offering, no additional sales of shares of Unieuro will be made by IEH during the lock-up period without the consent of the Joint Global Coordinators.

Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited and Mediobanca – Banca di Credito Finanziario S.p.A. acted as Joint Global Coordinators and Joint Bookrunners and UniCredit Bank AG, Milan Branch acted as Joint Bookrunner of the Placement.

* * *

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.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT 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 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.

In connection with any offering of the shares of Unieuro S.p.A. (the "Shares"), the Joint Bookrunners and any of its affiliates acting as an investor for its own account may take up as a proprietary position any Shares and in that capacity, may retain, purchase or sell for their own account such Shares. In addition, the Joint Bookrunners or its affiliates may enter into financing arrangements and swaps with investors in connection with which the Joint Bookrunners (or its affiliates) may from time to time acquire, hold or dispose of Shares. The Joint Bookrunners does 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.