This press release may constitute a public disclosure of inside information under Article 17(1) of Regulation (EU) No 596/2014
NOTICE OF CONDITIONAL REDEMPTION
KEDRION S.P.A.
(the “Issuer”)
Full Redemption of the Issuer’s €410,000,000 3.375% Senior Secured Notes due 2026
(the “Notes”)
Reg S: ISIN: XS2339500170 / Common Code: 233950017
144A: ISIN: XS2339500337 / Common Code: 233950033
Redemption Date: September 1, 2022
Notice is hereby given pursuant to paragraph 9 of the Notes and Section 3.03 of the indenture, dated as of May 6, 2021, by and among, inter alios, the Issuer, BNY Mellon Corporate Trustee Services Limited, as trustee (the “Trustee”) and rappresentante commune, Banca Nazionale Del Lavoro S.p.A., as security agent and security representative (rappresentante) of the holders of the Notes (the “Security Agent”), The Bank of New York Mellon, London Branch, as paying agent (the “Paying Agent”) and The Bank of New York Mellon SA/NV, Dublin Branch, as registrar (the “Registrar”) and transfer agent (the “Indenture”), that the Issuer has elected to redeem in full the €410,000,000 aggregate principal amount of the Notes, on September 1, 2022, pursuant to paragraph 5(c) of the Notes and Sections 3.03, 3.04 and 3.05 of the Indenture, subject to the satisfaction or waiver of the Issuer’s own Redemption Condition (as defined below) (the “Redemption”). Terms used but not defined herein have the meanings ascribed to them in the Indenture.
The terms and conditions of the redemption are as follows:
- Subject to the satisfaction or waiver of the Redemption Condition (as defined below) by the Issuer, the redemption date for the Notes called for redemption will be the later of (i) September 1, 2022; and (ii) if the Redemption Condition has not been satisfied or waived on or before August 31, 2022, such calendar day as specified in the notice of the satisfaction or waiver of the Redemption Condition, which satisfaction or waiver will be disclosed in writing by the Issuer to the Paying Agent, the Trustee and Holders of the Notes, but in no case shall the
redemption date be more than 60 days following the date hereof (the “Redemption Date”). The record date, on which any Holder of Notes called for redemption must hold any Notes called for redemption to be entitled to the Redemption Price (as defined below), will be the Business Day prior to the Redemption Date. - The redemption price of the Notes called for redemption is 100.000% of the outstanding principal amount of the Notes called for redemption plus the Applicable Premium (as defined in the Indenture) and accrued and unpaid interest from (and including) May 15, 2022 (the last date upon which interest on the Notes called for redemption was paid) to (but not including) the Redemption Date (assuming satisfaction or waiver of the Redemption Condition on or prior to September 1, 2022) (the “Redemption Price”). Assuming a Redemption Date of September 1, 2022, the accrued and unpaid interest from (and including) May 15, 2022, to, but excluding, the assumed Redemption Date, will be €4,074,375.01. The Issuer will inform the Trustee and holders of the Notes of the amount of the Applicable Premium and the Redemption Price at least one Business Day prior to the Redemption Date. If the Redemption Date falls on a Saturday or Sunday, payment of the Redemption Price will be made on the next succeeding EU-DOCS\39952045.6 Business Day and no interest shall accrue over the intervening period in accordance with Section 12.06 of the Indenture (the “Redemption Payment Date”).
- The Notes called for redemption must be surrendered to the Paying Agent at The Bank of New York Mellon, London Branch, One Canada Square, London E15 5AL, United Kingdom, Attention of: Corporate Trust Administration, Fax: +44 (0) 20 7964 2536, to collect the Redemption Price plus Applicable Premium and accrued and unpaid interest. Redeemed Notes in book-entry form must be surrendered through the facilities of Euroclear Bank SA/NV (“Euroclear”) or Clearstream Banking, S.A. (“Clearstream”), as applicable, in the usual manner. For all Notes surrendered in book-entry form, the process of redemption will be made through the facilities of Euroclear or Clearstream, as applicable, in the usual manner.
- Unless the Issuer defaults in making such redemption payment or the Paying Agent is prohibited from making any payment pursuant to the terms of the Indenture, interest on the Notes called for redemption shall cease to accrue on and after the Redemption Date, and the only remaining right of Holders of such Notes called for redemption is to receive payment on the Redemption Date of the Redemption Price upon surrender to the Paying Agent of the
Notes being redeemed. In connection with the Redemption, the Registrar will be directed to decrease the principal amount of the respective Global Notes by the principal amount of the Notes subject to redemption. - The ISIN and Common Code numbers in relation to the Notes being redeemed are as set forth above. No representation is made by the Issuer, the Trustee, the Security Agent, the Paying Agent or the Registrar as to the correctness or accuracy of such numbers listed in this Notice of Conditional Redemption or printed on the Notes. Reliance may be placed only on the other identification numbers printed on the Notes. Neither the Trustee, the Security Agent, the Paying Agent nor the Registrar shall be responsible for the correctness or accuracy of the
redemption calculations or the terms and conditions of the redemption stated herein. - The Notes called for redemption will be redeemed in accordance with paragraph 5(c) of the Notes and Sections 3.03, 3.04 and 3.05 of the Indenture.
- The Issuer’s obligation to redeem any of the Notes on the Redemption Date is conditioned upon (i) the necessary funds (in the requisite currencies) having been received by and made available to the Issuer and the determination of the Issuer to redeem the Notes as set out herein and pay all related expenses and (ii) the completion of the transactions described pursuant to the Sale and Purchase Agreement dated as of January 20, 2022, by and among Kevlar S.p.A. and the Sellers (as defined therein), as may be further amended from time to time (together, the “Redemption Condition”). In addition, the redemption of the Notes is conditioned upon receipt by the Paying Agent of sufficient funds to pay the Redemption Price payable to the Holders of the Notes on or prior to the Redemption Date. Accordingly, none of the Notes shall be deemed due and payable on the Redemption Date unless and until the Redemption Condition is satisfied or waived by the Issuer. The Issuer will inform the Holders of the Notes called for redemption, the Trustee and the Paying Agent by press release on or prior to the Redemption Date as to whether the Redemption Condition will, in the sole discretion of the Issuer, be satisfied or waived (and if no such notice is delivered, then the Redemption Date shall be delayed until the earlier of the Redemption Date provided in the notice of the satisfaction or waiver of the Redemption Condition by the Issuer or confirmation from the Issuer that the Notice of Conditional Redemption is revoked and the Redemption will not occur). If the Issuer elects to delay or postpone the Redemption Date, the Issuer will notify the Holders of (i) its election to postpone the Redemption Date, (ii) the new Redemption Date and (iii) the amended Redemption Price. If the Redemption Condition is not satisfied or waived, any Notes called for redemption previously surrendered to the Paying Agent shall be returned to the Holders thereof and the redemption will be revoked.
Any questions regarding this Notice of Conditional Redemption should be directed to the Issuer at:
Kedrion S.p.A.
Loc. Ai Conti
55051 Castelvecchio Pascoli
Barga (Luca)
Italy
Attention: Federico Latini, Chief Financial Officer
E-mail: [email protected]
Issued by: Kedrion S.p.A.
Dated: August 19, 2022
This announcement does not constitute an offer to sell by Kedrion S.p.A. as Issuer or the solicitation of an offer to buy securities in any jurisdiction. No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted. It may be unlawful to distribute this document in certain jurisdictions.
This announcement contains certain forward-looking statements with respect to certain of the Issuer’s current expectations and projections about future events. These statements, which sometimes use words such as “intend,” “proposed,” “plan,” “expect,” and words of similar meaning, reflect management’s beliefs and expectations and involve a number of risks, uncertainties and assumptions (including the completion of the transactions described in this announcement) that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, the Issuer assumes no responsibility or obligation to update publicly or review any of the forward-looking statements contained in it. Readers should not place undue reliance on forward-looking statements, which speak only as at the date of this announcement.
