NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED IN THE UNITED STATES OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED), OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
The information herein does not constitute or form part of any offer to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of the Company in the United States or elsewhere. Neither the information nor any part of it shall form the basis of, or be relied on, in connection with, any contract, commitment or investment decision in relation thereto, nor does it constitute a recommendation by the Company regarding the securities of the Company.
Mestre (Venice), 17 May 2017 – Banca IFIS announces its intention to issue a bond, subject to market conditions. The strategy behind such issue, in line with Banca IFIS’s 2017-2019 strategic plan, is diversification of funding sources and access to the fixed income capital market, in order to allow Banca IFIS to reach the growth goals set out in the above-mentioned plan, especially support SMEs that are exposed to the private and public sectors.
This issue will have a senior, unsecured status and a fixed rate, a 3-year duration and an amount expected to be up to €300 million. The bonds will be reserved to qualified investors, excluding those in the United States or in any other country, or to persons there resident, where the offer or the sale of the bonds is restricted in accordance with applicable laws.
The listing is planned in the EU regulated market of the Irish Stock Exchange and on ExtraMot Pro in Italy. Both the Company and the notes will be unrated.
The exact timing and terms of the issue depend on different factors, including, inter alia, approval of the terms by the Company and general market conditions.
Intermonte SIM is acting as Lead Manager for the bond issue, with Clifford Chance taking care of Italian and English legal aspects on the Company’s behalf and Simmons&Simmons on the Lead Manager’s behalf.
***
The notes the subject of this press release (the “Notes“) will only be offered and sold outside the United States to institutional investors that are non‐U.S. persons under Regulation S and have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or any other securities laws. The Notes may not be offered or sold in the United States, or to, or for the account or benefit of, US persons absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell the Notes or an offer of financial products, nor shall there be any sale of the Notes in any state or jurisdiction in which such an offer or sale would be unlawful. No action has been or will be taken to permit a public offering of the Notes in any jurisdiction. This press release is not an offer of securities for sale or an offer of financial products in the United States or any other jurisdiction. The securities may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such term is defined in Regulation S under the Securities Act) unless registered under the Securities Act or pursuant to an exemption from such registration. The offering of the Notes has not been cleared by the Commissione Nazionale per le Società e la Borsa (CONSOB), pursuant to Italian securities legislation. Accordingly, the Notes have not been and will not be offered, sold or delivered in Italy in a public offering (‘offerta al pubblico’) except in circumstances which are exempted from the rules on public offerings pursuant to Italian applicable laws and regulations, and the Notes may only be offered, sold or delivered in Italy in compliance with all Italian applicable laws and regulations. This press release is directed only (i) at persons who are outside the United Kingdom, (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended or (ii) at persons falling within Article 49(2) (a) to (d) (‘high net worth companies, unincorporated associations, etc.’) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (all such persons together being referred to as ’relevant persons‘). This press release must not be acted on or relied on by persons who are not relevant persons. Any investment activity to which this press release relates is reserved for relevant persons only and may only be engaged in by relevant persons.
