This press release may constitute a public disclosure of inside information under Article 17(1) of Regulation (EU) No 596/2014
SUPPLEMENTAL NOTICE OF REDEMPTION PRICE TO THE HOLDERS OF 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; and (iii) the Notice of Conditional Redemption, dated August 19, 2022 (the “Redemption Notice”), which was delivered on behalf of the Issuer to the Holders of the Notes. Further to the Redemption Notice, the Issuer hereby delivers this supplemental notice regarding the matters described in the following paragraph (the “Supplemental Redemption Notice”). Capitalized terms used but not defined in this Supplemental Redemption Notice shall have the meanings given to them in the Indenture.
As indicated in the Redemption Notice, the redemption price for the Notes is 100% of the outstanding principal amount of the Notes as of September 1, 2022 (the “Redemption Date”), plus the Applicable Premium and accrued and unpaid interest from May 15, 2022 (the last interest payment date for which interest on the Notes called for redemption was paid), to, but excluding, the Redemption Date (the “Redemption Price”). The Redemption Price has been calculated in accordance with the terms of the Indenture and the Notes. You are hereby notified that (i) the Applicable Premium has been calculated to be equal to €13,424,430.53; and (ii) the aggregate accrued and unpaid interest up to the Redemption Date has been calculated to be equal to €4,074,375.01. Therefore, the aggregate amount of the Redemption Price to be paid will be €427,498,805.54.
All other terms and conditions set forth in the Redemption Notice, to the extent not modified hereunder, remain in full force and effect.
Any questions regarding this Supplemental Redemption Notice 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: August 26, 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 Supplement. The Common Code and ISIN numbers are included solely for the convenience of the holders.
