This press release may constitute a public disclosure of inside information under Article 17(1) of Regulation (EU) No 596/2014
NOTICE OF CONFIRMATION OF REDEMPTION CONDITION
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
Reference is made to (i) 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”), (ii) the terms of the Issuer’s €410,000,000 3.375% Senior Secured Notes due 2026; (iii) the Notice of Conditional Redemption, dated August 19, 2022, which was delivered on behalf of the Issuer to the Holders of the Notes (the “Redemption Notice”), and (iv) the Supplemental Notice of Redemption Price, dated August 26, 2022, which was delivered on behalf of the Issuer to the Holders of the Notes (the “Supplemental Redemption Notice”, together with the Redemption Notice, the “Notices”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture and the Notices.
Pursuant to the Notices the Issuer has elected to redeem the Notes on September 1, 2022 (“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 and accrued and unpaid interest from May 15, 2022 (the last date upon which interest on the Notes called for redemption was paid) to (but not including) the Redemption Date in the aggregate amount of €427,498,805.54 (assuming satisfaction or waiver of the Redemption Condition on or prior to September 1, 2022), which comprises (i) the 100.000% of outstanding principal of €410,000,000, (ii) the Applicable Premium equal to €13,424,430.53 and (iii) accrued but unpaid interest equal to €4,074,375.01.
We hereby confirm that the Redemption Condition referred to under the Notices has been satisfied, and the redemption of the Notes has become unconditional and irrevocable, following which the Notes will be redeemed on September 1, 2022.
Any questions regarding this Notice of Confirmation of Redemption Condition should be directed to the Issuer at:
Kedrion S.p.A.
Loc. Ai Conti
55051 Castelvecchio Pascoli
Barga (Lucca)
Italy
Attention: Federico Latini, Chief Financial Officer
E-mail: [email protected]
Issued by: Kedrion S.p.A.
Dated: September 1, 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.
Neither the Issuer nor the Trustee shall be held responsible for the selection or use of the Common Code or ISIN numbers, nor is any representation made as to their correctness indicated in this announcement. The Common Code and ISIN numbers are included solely for the convenience of the holders.
