BENI STABILI SPA Beni Stabili S.p.A. SIIQ launches a Tender Offer for its €270,000,000 2.625 per cent. Convertible Bonds due 17 April 2019

Transparency directive : regulatory news

28/02/2017 08:15

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S.
VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA
ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR TO ANY
U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED) OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS DOCUMENT.

                                                           28 February 2017

                               Press release

Beni Stabili S.p.A. SIIQ launches a Tender Offer for its EUR270,000,000 2.625
per cent. Convertible Bonds due 17 April 2019

Beni Stabili S.p.A. SIIQ (the "Purchaser" or "Beni Stabili") hereby announces
an invitation to the holders ("Bondholders") of its outstanding EUR270,000,000
2.625 per cent. Convertible Bonds due 17 April 2019 (the "Bonds"), to tender
their Bonds for purchase by Beni Stabili for cash at a purchase price to be
determined pursuant to a tender offer procedure by means of a competitive bid
(so called Modified Dutch Auction) (the "Invitation").

The Invitation is part of the liability management strategy of Beni Stabili
aimed at optimizing its financing sources in order to reduce its average cost
of financing while mitigating the potential dilution risk.

The purchase of the Bonds will be funded through available corporate credit
lines.

The Purchaser has invited holders of the Bonds to offer to sell their Bonds in
an aggregate principal amount up to EUR270,000,000 (the "Maximum Acceptance
Amount"). The Purchaser may, in its sole and absolute discretion, reduce the
Maximum Acceptance Amount of the Bonds to be purchased and may, in its sole
discretion, determine not to proceed with the Invitation. Should the Purchaser
accept to purchase fewer Bonds than those offered for sale by Bondholders, the
purchase will be made on a pro rata basis as further described below.

The Invitation is expected to close at 4.30 pm, London time/ 5.30 pm, CET
today, subject to the right of Beni Stabili to close or extend, in its sole and
absolute discretion, the Invitation at any time. An announcement of the results
of the Invitation, including among other matters, the final aggregate principal
amount of the Bonds offered for sale pursuant to the Invitation and accepted
for purchase and the Purchase Price, is currently expected to be made as soon
as reasonably practicable after the closing of the Invitation, on the website
of Beni Stabili (www.benistabili.it) and on the website of the Luxembourg Stock
Exchange (www.bourse.lu).

The settlement is expected to occur on 6 March 2017 (the "Settlement Date"). On
the Settlement Date, the Bondholders whose Bonds are subject to repurchase will
be entitled to receive from Beni Stabili the Purchase Price (as defined below)
for the repurchased Bonds, adjusted as per the equity sensitivity of the Bonds
(the "Delta") and the underlying share price performance from 28 February 2017
to 1 March 2017 (both days inclusive) (provided that such adjustment does not
exceed EUR1,000 per Bond) and the interest accrued and unpaid on such Bonds
from (and including) the interest payment date for such Bonds immediately
preceding the Settlement Date up to (but excluding) the Settlement Date, which
amounts to EUR1,009.62 per EUR100,000 in principal amount (assuming a
Settlement Date of 6 March 2017).

BNP Paribas will act as Sole Global Coordinator and Sole Dealer Manager in
connection with the Invitation (the "Dealer Manager"). BNP Paribas will also
act as Settlement Agent with respect to the Invitation.

Description of the Invitation

The Invitation provides for the launch by the Purchaser of a Modified Dutch
Auction according to the terms and conditions set out below:

Description of Bonds:            EUR270,000,000 2.625 per cent.
                                 Convertible Bonds due 17 April 2019

ISIN:                            XS0981380644

Purchaser:                       Beni Stabili

Aggregate Principal Amount of
the Outstanding Bonds:           EUR270,000,000

Minimum Purchase Price:          EUR109,500 per EUR100,000 in principal
amount

Maximum Purchase Price:          EUR110,000 per EUR100,000 in principal
amount

The Invitation procedure requires that the tendering Bondholders specify the
aggregate nominal amount of Bonds that they are willing to offer for sale and
the offer price they would accept (the "Offer Price"), subject to the Minimum
Purchase Price and the Maximum Purchase Price.

Upon expiration of the Invitation, if any Bonds are repurchased, on the basis
of the amount of the Bonds tendered and the Offer Price proposed by the
tendering Bondholders, Beni Stabili will determine the final purchase price
which will be the same for all Bonds subject to repurchase (the "Purchase
Price"), subject to the Minimum Purchase Price and the Maximum Purchase Price,
and the amount of Bonds subject to repurchase at its sole discretion (the
"Final Acceptance Amount").

A mechanism for pro rata allocation is also provided if the amount of Bonds
tendered at Offer Prices at or below the Purchase Price is higher than the
Final Acceptance Amount. In this case, the Purchaser will accept the Bonds in
the following order of priority: (i) all Bonds offered at Offer Prices equal to
or below the Minimum Purchase Price, subject to possible pro-ration in the
event that such offers have been made in a greater principal amount than the
Final Acceptance Amount; (ii) all Bonds offered at Offer Prices above the
Minimum Purchase Price but below the Purchase Price; and (iii) all Bonds
offered at Offer Prices equal to the Purchase Price, subject to a mechanism for
pro-rata allocation as such offers, when aggregated with all the offers
referred to in (i) and (ii) above and accepted for purchase, results in a
greater principal amount than the Final Acceptance Amount.

The Invitation will involve solicitation of certain Bondholders, to indicate
their interest to offer to sell their Bonds to the Purchaser subject to the
Offer and Distribution Restrictions set out below. Bondholders may only submit
an indication of interest through the Sole Dealer Manager. Bondholders will not
be able to submit indications of interest or offers through Euroclear Bank
S.A./N.V. or Clearstream Banking.

Bonds purchased by Beni Stabili pursuant to the Invitation will be cancelled
and will not be reissued or resold whereas the Bonds which are not tendered
and/or purchased will remain outstanding and subject to their terms and
conditions.

The Invitation is governed by English law.

Information on the Bonds

On 17 October 2013, Beni Stabili issued convertible bonds for an aggregate
principal amount of EUR270,000,000 due 17 April 2019. The Bonds have a nominal
value of EUR100,000 each and are listed on the Euro MTF market of the
Luxembourg Stock Exchange.

The Bonds are governed by English law.

Further information on the Invitation

Requests for information in relation to the Invitation and the procedures for
tendering Bonds in the Invitation should be directed to:

                             THE DEALER MANAGER

                               BNP Paribas
                      16, boulevard des italiens
                              75009 Paris
                                France

                     Telephone: +33 1 40 14 96 73
                      Attention: Patrice Mouquet
                 Email: patrice.mouquet@bnpparibas.com

                         THE SETTLEMENT AGENT

                           BNP Paribas

                     16, boulevard des Italiens
                           75009 Paris
                               France

Information on Beni Stabili

Beni Stabili is the leading property player in the Italian real estate market
with total assets of 4bn euro. Our assets portfolio is focused in Milan and, in
any case, sited in key locations of North and Central Italy's major cities and
consist mainly of offices. We pursue the appreciation of our assets to increase
profitability and create value for our clients, partners and shareholders. As a
major player in office investment and development, we foster pioneering
solutions to improve the environmental performance of our buildings for the
well-being of our clients' employees. With this is mind we are developing in
Milan a new business area dedicated to smart working: Symbiosis.

Beni Stabili is listed on the Milan and Paris Stock Exchanges and operates
through its main offices of Milan and Rome. Beni Stabili belongs to the
Foncière des Régions group, a leading real estate player in Europe who owns
and manage an 18bn euro portfolio located in the most attractive metropolitan
cities of France, Germany, Italy and Spain.

                         Beni Stabili S.p.A.
                          Via Piemonte 38
                         00187 Rome, Italy
                Registro delle Imprese di Roma n° 00380210302

For further information on Beni Stabili, please contact:

     Barbara Pivetta, CFO
barbara.pivetta@benistabili.it
    Tel : +39 02 3666 4100

  Barbara Ciocca, Media contact
barbara.ciocca@benistabili.it
   Tel: + 39 02 3666 4695

                      www.benistabili.it

                   SEC and partners S.r.l.

       Matteo Steinbach - +39.346.1063989 - steinbach@secrp.com

       Michele Calcaterra - +39.335.461985 - calcaterra@secrp.com

DISCLAIMER

This press release contains important information which should be read
carefully before any decision is made with respect to the Invitation. If any
Bondholder is in any doubt as to the action it should take or is unsure of the
impact of the Invitation, it is recommended to seek its own financial and legal
advice, including as to any tax consequences, from its stockbroker, bank
manager, solicitor, accountant or other independent financial or legal adviser.
Any individual or company whose Bonds are held on its behalf by a broker,
dealer, bank, custodian, trust company or other nominee or intermediary must
contact such entity if it wishes to tender Bonds in the Invitation. Neither the
Purchaser nor the Dealer Manager is providing Bondholders with any legal,
business, tax or other advice in this press release or in respect of the
Invitation. Bondholders should consult with their own advisers as needed to
assist them in making an investment decision and to advise them whether they
are legally permitted to offer Bonds for cash.

Each Bondholder is solely responsible for making its own independent appraisal
of all matters as such Bondholder deems appropriate (including those relating
to the Invitation) and each Bondholder must make its own decision as to whether
to tender any or all of its Bonds for purchase pursuant to the Invitation.
Neither the Dealer Manager nor any of its directors, employees or affiliates
makes any representation or recommendation whatsoever regarding this press
release or the Invitation, and neither of the Purchaser, the Dealer Manager nor
their respective directors, employees or affiliates makes any recommendation as
to whether holders of Bonds should tender Bonds for purchase pursuant to the
Invitation. The Dealer Manager is acting on behalf of the Purchaser and no one
else in connection with the Invitation and will not be responsible to any other
person for providing the protections afforded to clients of the Dealer Manager,
or for providing advice in connection with the Invitation.

No person has been authorised to give any information or to make any
representation other than those contained in this press release in connection
with the Invitation and, if given or made, such information or representation
must not be relied upon as having been authorised by the Purchaser or the
Dealer Manager. Neither the delivery of this press release nor any purchase of
Bonds pursuant to the Invitation shall, under any circumstances, constitute a
representation or create any implication that there has been no change in the
affairs of the Purchaser since the date of this press release or that the
information contained in this press release is correct as of any time
subsequent to the date of this press release.

Subject to applicable laws, the Purchaser, Beni Stabili and their affiliates
may at any time and from time to time, following completion of the Invitation,
purchase remaining outstanding Bonds by tender, in the open market or by
private agreement, or redeem the Bonds by exercising the call option under the
terms and conditions of the Bonds, in each case, on such terms and at such
prices as the Purchaser, Beni Stabili or their affiliates, as the case may be,
may determine. Such terms, consideration and prices may be more or less
favourable than those offered pursuant to the Invitation.

OFFER AND DISTRIBUTION RESTRICTIONS

This press release does not constitute an invitation to participate in the
Invitation in any jurisdiction in which, or to any person to or from whom, it
is unlawful to make such invitation or for there to be such participation under
applicable securities laws. The distribution of this press release in certain
jurisdictions may be restricted by law. Persons into whose possession this
press release comes are required to inform themselves about and to observe any
such restrictions.

This press release has not been filed with, or reviewed by, any national or
local securities commission or regulatory authority of the United States, the
United Kingdom, Italy, France and Belgium or any other jurisdiction, nor has
any such commission or authority passed upon the accuracy or adequacy of this
press release. Any representation to the contrary may be unlawful and may be a
criminal offence.

United States

The Invitation is not being made and will not be made, directly or indirectly,
in or into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of, or of any facilities of a national
securities exchange of, the United States or to any U.S. Person (as defined in
Regulation S of the United States Securities Act of 1933, as amended (each a
"U.S. Person"). This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of electronic
communication. Accordingly, copies of this document and any other documents or
materials relating to the Invitation are not being, and must not be, directly
or indirectly, mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or trustees) in or into
the United States or to any U.S. Persons and the Bonds cannot be tendered in
the Invitation by any such use, means, instrumentality or facility or from or
within or by persons located or resident in the United States or to any U.S.
Persons. Any purported tender of Bonds in the Invitation resulting directly or
indirectly from a violation of these restrictions will be invalid and any
purported tender of Bonds made by a U.S. Person, by any person acting for the
account or benefit of a U.S. Person, or by any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal giving
instructions from within the United States will be invalid and will not be
accepted.

Each Bondholder participating in the Invitation will represent that it is not a
U.S. Person and is not participating in the Invitation from the United States,
or it is acting on a non-discretionary basis for a principal located outside
the United States that is not giving an order to participate in the Invitation
from the United States and who is not a U.S. Person. For the purposes of this
and the above paragraph, "United States" means the United States of America,
its territories and possessions (including Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands),
any state of the United States of America and the District of Columbia.

United Kingdom

The communication of this press release and any other documents or materials
relating to the Invitation is not being made, and such documents and/or
materials have not been approved, by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000 (the "FSMA").
Accordingly, such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials is exempt from the restriction
on financial promotions under section 21 of the FSMA on the basis that it is
only directed at and may be communicated to (1) those persons who are existing
members or creditors of the Purchaser or other persons within Article 43 of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and
(2) to any other persons to whom these documents and/or materials may lawfully
be communicated.

France

The Invitation is not being made, directly or indirectly, to the public in the
Republic of France ("France"). Neither this press release nor any other
documents or materials relating to the Invitation have been or shall be
distributed to the public in France and only (i) providers of investment
services relating to portfolio management for the account of third parties
(personnes fournissant le service d'investissement de gestion de portefeuille
pour compte de tiers) and/or (ii) qualified investors (investisseurs
qualifiés) other than individuals, in each case acting on their own account
and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and
D.411-1 of the French Code Monétaire et Financier, are eligible to participate
in the Invitation. This press release and any other document or material
relating to the Invitation have not been and will not be submitted for
clearance to nor approved by the Autorité des marchés financiers.

Italy

None of the Invitation, this document or any other documents or materials
relating to the Invitation have been or will be submitted to the clearance
procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB").

The Invitation is being carried out in the Republic of Italy as exempted offers
pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58
of 24 February 1998, as amended (the "Financial Services Act") and article
35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999 (as amended
from time to time) ("Regulation No. 11971"). Accordingly, no tenders by the
holders of the Bonds may be collected, nor any other materials relating to the
Invitation may be distributed in the Republic of Italy except to qualified
investors (investitori qualificati), as defined pursuant to Article 100 of the
Financial Services Act and Article 34-ter, first paragraph, letter b) of
Regulation No. 11971.

Bondholders, or beneficial owners of the Bonds, can tender some or all of their
Bonds pursuant to the Invitation through authorised persons (such as investment
firms, banks or financial intermediaries permitted to conduct such activities
in Italy in accordance with the Financial Services Act, CONSOB Regulation No.
16190 of 29 October 2007, as amended from time to time, and Legislative Decree
No. 385 of September 1, 1993, as amended) and in compliance with applicable
laws and regulations or with requirements imposed by CONSOB or any other
Italian authority. Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in connection
with the Bonds or the Invitation.

Belgium

Neither this press release nor any other documents or materials relating to the
Invitation have been submitted to or will be submitted for approval or
recognition to the Belgian Financial Services and Markets Authority and,
accordingly, the Invitation may not be made in Belgium by way of a public
offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on
public takeover bids (the "Belgian Takeover Law") or as defined in Article 3 of
the Belgian Law of 16 June 2006 on the public offer of placement instruments
and the admission to trading of placement instruments on regulated markets (the
"Belgian Prospectus Law"), both as amended or replaced from time to time.
Accordingly, the Invitation may not be advertised and the Invitation will not
be extended, and neither this press release nor any other documents or
materials relating to the Invitation (including any memorandum, information
circular, brochure or any similar documents) has been or shall be distributed
or made available, directly or indirectly, to any person in Belgium other than
(i) to persons which are "qualified investors" in the sense of Article 10 of
the Belgian Prospectus Law, acting on their own account; or (ii) in any other
circumstances set out in Article 6, §4 of the Belgian Takeover Law and Article
3, §4 of the Belgian Prospectus Law. This press release has been issued only
for the personal use of the above qualified investors and exclusively for the
purpose of the Invitation. Accordingly, the information contained in this press
release may not be used for any other purpose or disclosed to any other person
in Belgium.

General

Neither this press release nor the electronic transmission thereof constitutes
an offer to buy or the solicitation of an offer to sell Bonds (and tenders of
Bonds for purchase pursuant to the Invitation will not be accepted from
Bondholders) in any circumstances in which such offer or solicitation is
unlawful. In those jurisdictions where the securities, blue sky or other laws
require the Invitation to be made by a licensed broker or dealer and the Dealer
Manager or any of its affiliates is such a licensed broker or dealer in any
such jurisdiction, such Invitation shall be deemed to be made by the Dealer
Manager or such affiliate, as the case may be, on behalf of the Purchaser in
such jurisdiction.

BENI STABILI SPA's latest news

21/12/2018 14:57

BENI STABILI SPA Beni Stabili S.p.A. SIIQ launches a Tender Offer for its €270,000,000 2.625 per cent. Convertible Bonds due 17 April 2019

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