Mundys starts a liability management exercise in relation to a series of outstanding notes (ISIN code XS1558491855) Information about the inaugural issuance of sustainability-linked notes
CET 11.49 Rome, 15 January 2024 – Mundys S.p.A. (“Mundys” or the “Company”) informs about its invitation to the holders (“Noteholders”) of the outstanding €750,000,000 1.625 per cent. Notes due 3 February 2025 (ISIN: XS1558491855) issued by the Company (formerly Atlantia S.p.A.) (the “Notes”) to tender their Notes for purchase by the Company for cash (the “Offer”) up to a maximum aggregate principal amount of €150,000,000, such amount being subject to the right of the Company to increase or decrease it on the terms and subject to the conditions set out in the tender offer memorandum dated 15 January 2024 (the “Tender Offer Memorandum”) prepared in connection with the Offer, and is subject to the offer and distribution restrictions set out in the Tender Offer Memorandum. Capitalised terms used herein but not defined have the meanings given to them in the Tender Offer Memorandum. In addition, the Company informs about its intention to issue new euro-denominated fixed rate sustainability-linked notes (the “New Notes”), subject to market conditions. Should they be issued, the New Notes will be the first sustainability-linked bond of the Company and will be linked to the achievement of sustainability performance targets. Failure to achieve such targets will result in the payment of a premium at maturity of the New Notes. Whether the Company will purchase any Notes validly tendered in the Offer is conditional, without limitation, on the successful completion (in the sole and absolute determination of the Company, including the right to waive such condition) of the issuance of the New Notes. The Offer is being made as part of the Company’s pro-active management of its liabilities. The terms and conditions and the expected timeline of the Offer, including offer and distribution restrictions, are described in the Tender Offer Memorandum made available to the holders of the Notes. Noteholders who are eligible to participate in the Offer are advised to carefully read the terms and conditions outlined in the Tender Offer Memorandum. Announcements in connection with the Offer will be made, to the extent provided in the Tender Offer Memorandum, in accordance with applicable law and by an announcement on the website of the Irish Stock Exchange plc trading as Euronext Dublin (https://live.euronext.com/) and/or by the delivery of notices to the clearing systems for communication to direct participants. Copies of all such announcements and notices will also be available from the Tender Agent (as defined below). Noteholders who wish to participate in the Offer should consider intermediaries’ timeline for the delivery of tender instructions which will be shorter than the deadline as described in the Tender Offer Memorandum. In connection with the issuance of the New Notes, the Company has appointed, among others, BNP Paribas, Crédit Agricole Corporate and Investment Bank, IMI-Intesa Sanpaolo and Mediobanca acting as Global Coordinators and UniCredit and Banca Akros as active bookrunners. In the context of the New Notes, Crédit Agricole Corporate and Investment Bank is also acting as Sustainability Structuring Coordinator. In relation to the Offer, the Company has appointed BNP Paribas, Crédit Agricole Corporate and Investment Bank and UniCredit to act as dealer managers and Kroll Issuer Services Limited as tender agent (the “Tender Agent”).