BENI STABILI SPA Beni Stabili S.p.A. SIIQ announces the successful final results of the repurchase of its €270,000,000 2.625 per cent. Convertible Bonds due 17 April 2019 representing 98.9% in its outstanding nominal amount

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28/02/2017 21:45

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 announces the successful final results of the
repurchase of its EUR270,000,000 2.625 per cent. Convertible Bonds due 17 April
         2019 representing 98.9% in its outstanding nominal amount

Beni Stabili S.p.A. SIIQ (the "Purchaser" or "Beni Stabili") launched on 28
February 2017 an invitation by means of a competitive bid (a so called
"Modified Dutch Auction") to collect indications of interest from the holders
("Bondholders") of the 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 (the "Invitation"). Beni Stabili hereby announces the pricing and
final results of 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 Invitation was initially launched for a maximum overall amount of
EUR270,000,000 in aggregate principal amount of the Bonds. Beni Stabili has
decided to accept for purchase Bonds validly tendered in an aggregate principal
amount of EUR 266,900,000 (the "Final Acceptance Amount"), representing 98.9%
in outstanding nominal amount of the Bonds.

The purchase price for the Bonds validly tendered and accepted for purchase by
Beni Stabili has been set at EUR110,000 per EUR100,000 in principal amount of
such Bonds (the "Purchase Price").

At the expiration deadline of the Invitation, being 28 February 2017, at 4.30
p.m. London time/ 5.30 p.m. CET, the Purchaser received from Bondholders valid
indications to tender their Bonds for an aggregate principal amount of the
Bonds equal to EUR 266,900,000, at offer prices equal to or below the Purchase
Price and has decided to accept for purchase all Bonds validly tendered at
offer prices equal to or below the Purchase Price in the Invitation in full. No
mechanism for pro-rata allocation will be applied to such Bonds.

The settlement is expected to occur on 6 March 2017 (the "Settlement Date").

On the Settlement Date, the Bondholders whose Bonds have been accepted for
purchase will receive from Beni Stabili the Purchase Price (as defined above)
for the repurchased Bonds, adjusted as per the equity sensitivity of the Bonds
(the "Delta") and the underlying share price performance observed from 28
February 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) (the  "Cash Consideration").

The final Cash Consideration will be announced through a final press release
which is expected to be published on 1 March 2017 after market close.

Bonds purchased by Beni Stabili pursuant to the Invitation will be cancelled in
accordance with their terms and conditions whereas the Bonds which are not
successfully tendered and/or repurchased will remain outstanding and subject to
their terms and conditions.

The Invitation is governed by English law.

BNP Paribas is acting as Sole Global Coordinator and Sole Dealer Manager in
connection with the Invitation (the "Dealer Manager"). BNP Paribas is also
acting as Settlement Agent with respect to this invitation.

Further information on the Invitation and settlement

Requests for information in relation to the Invitation should be directed to:

                             THE DEALER MANAGER
                                 BNP Paribas

                          16, boulevard des Italiens
                                 75009 Paris
                                    France

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

Questions and requests in relation to settlement should be directed to:

                             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 manages 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 announces the successful final results of the repurchase of its €270,000,000 2.625 per cent. Convertible Bonds due 17 April 2019 representing 98.9% in its outstanding nominal amount

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