FIBERCOP FISSA IL PREZZO DI UN’OFFERTA DI OBBLIGAZIONI C.D. ...

FiberCop S.p.A., società per azioni costituita ai sensi delle leggi della Repubblica Italiana (l'"Emittente") e principale operatore italiano di infrastrutture di rete digitale, ha annunciato in data odierna di aver completato con successo il pricingdi un'offerta tap (l'"Offerta") di complessivi €500.000.000 in linea capitale delle obbligazioni senior garantite a tasso fisso 5,375% con scadenza 2031 (le "Obbligazioni Addizionali"). Le Obbligazioni Addizionali saranno emesse a un prezzo di emissione pari al 101,000% del valore nominale, oltre agli interessi maturati e non pagati per il periodo dal 10 aprile 2026 (incluso) al 22 aprile 2026 (escluso).

Le Obbligazioni Addizionali, alla data di emissione delle Obbligazioni Addizionali, saranno consolidate e costituiranno un'unica serie con le "€1.000.000.000 di 5,375% Senior Secured Notes" con scadenza 2031 emesse dall'Emittente in data 10 aprile 2026 (codice ISIN: XS3338785937).

Il regolamento dell'Offerta delle Obbligazioni Addizionali è previsto per o intorno al 22 aprile 2026, subordinatamente al soddisfacimento delle consuete condizioni di closing.

E' atteso che i proventi dell'Offerta, insieme alla liquidità disponibile, siano utilizzati per (i) pagare il prezzo di acquisto di una o più delle serie in circolazione dell'Emittente costituite da: "€507.715.000 di 2,375% Senior Secured Notes" con scadenza 2027, "€625.000.000 di 6,875% Senior Secured Notes" con scadenza 2028 e "€750.000.000 di 7,875% Senior Secured Notes" con scadenza 2028 (congiuntamente, le "Obbligazioni Oggetto della Tender Offer"), validamente portate in adesione e accettate per l'acquisto dall'Emittente, fino a un massimo di €500.000.000, nell'ambito di un'offerta di acquisto contestuale (la "Tender Offer"), unitamente agli interessi maturati e non pagati fino, ma esclusa, la relativa data di regolamento; e (ii) pagare commissioni e spese relative all'Offerta e all'utilizzo dei relativi proventi.

Non vi è alcuna garanzia che l'Offerta, la Tender Offer e le altre operazioni qui descritte siano portate a termine.

**********

DISCLAIMER

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S ("REGULATION S") UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) ("U.S. PERSON") OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES") OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

The Additional Notes are being offered only to persons who are not U.S. persons (as defined in Regulation S under the Securities Act) and who are outside the United States in offshore transactions in accordance with Regulation S. No assurance can be given that the offering of the Additional Notes will be completed. The Additional Notes to be offered have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Additional Notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such offer, solicitation or sale is unlawful.

Statements in this announcements which are not historical facts are forward-looking statements. All forward-looking statements involve risks and uncertainties which could affect the Issuer's actual results and could cause their actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Issuer. The forward-looking statements and information contained in this announcement are made as of the date hereof and the Issuer undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

This announcement and the offering of the Additional Notes described herein are only addressed to and directed at persons who, in the European Economic Area or in the United Kingdom, are not retail investors, defined as a person who is one (or more) of: (i) a retail client, with respect to the European Economic Area, as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II") and, with respect to the United Kingdom, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer, with respect to the European Economic Area, within the meaning of Directive 2016/97/EU (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II and, with respect to the United Kingdom, within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 ("UK MiFIR") as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor, with respect to the European Economic Area, as defined in the Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") and, with respect to the United Kingdom as defined in paragraph 15 of Schedule 1 to the Public Offers And Admissions To Trading Regulations 2024 (the "POATRs").

Promotion of the Additional Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the "FSMA"), and accordingly, the Additional Notes are not being promoted to the general public in the United Kingdom. This announcement is for distribution only to, and is only directed at, persons who (i) are investment professionals, as such term is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity within the meaning of section 21 of the FSMA in connection with the issue or sale of the Additional Notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons").

This announcement is directed only at relevant persons and must not be acted on or relied on by anyone who is not a relevant person.

The documentation relating to the issuance of the Additional Notes is not or will not be approved by the National Commission for Companies and the Stock Exchange (Commissione Nazionale per le Società e la Borsa, "CONSOB") under applicable law. Therefore, the securities may not be offered, sold or distributed to the public in the Republic of Italy except to qualified investors as defined in Article 2 of the EU Prospectus Regulation and any applicable provisions or regulations or in other circumstances which are exempted from the rules of the public offering, pursuant to Article 1 of the EU Prospectus Regulation, Article 100 of Legislative Decree no. 58 of 24 February 1998, Article 34-ter of Consob Regulation No. 11971 of 14 May 1999 ("Issuers Regulation") as amended from time to time, or in the other circumstances set forth under the Issuers Regulation or the EU Prospectus Regulation, in any case in compliance with laws and regulations or requirements imposed by CONSOB or other Italian laws.

MiFID II and UK MiFIR professionals/ECPs-only/No EEA or UK PRIIPs KID - Manufacturer target market (MiFID II / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels), each as defined in MiFID II and UK MiFIR. For the avoidance of doubt, the target market assessment does not constitute (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR, or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever, with respect to the Additional Notes.

No key information document (KID) required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") and no disclosure document required by FCA Product Disclosure Sourcebook (the "DISC") for offering, selling or distributing the Additional Notes or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering, selling or distributing the Additional Notes or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPs Regulation and/or the DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.

Neither the content of the Issuer's website nor any website accessible by hyperlinks on the Issuer's website is incorporated in, or forms part of, this announcement. The distribution of this announcement may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.