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ADJUSTMENT OF THE CONVERSION PRICE OF THE EQUITY-LINKED BOND
Padua, 3 December 2018 – Following the press release disseminated on 27 November 2018, Safilo Group S.p.A. (“Safilo” or the “Company”) , in accordance with the “Terms and Conditions” of the “Equity-Linked” bond (ISIN XS1069899232) (the “Notes”), has today informed its bondholders on the adjustment to the conversion price of the Notes into ordinary shares of Safilo (the “Conversion Price”).
In particular, as a consequence of the pre-emptive capital increase for an aggregate amount up to Euro 149,982,892.22 (the “Offer”), the Conversion Price of the Notes has been adjusted to Euro 12.8556 (from Euro 21.8623 previously), with effective date on 3 December 2018.
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Important Regulatory Notice
This communication and the information contained herein does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase or subscribe for securities, in the United States, Australia, Canada or Japan or any other jurisdiction where such an offer or solicitation would require the approval of local authorities or otherwise be unlawful (the “Other Countries”).
Neither this press release nor any part of it nor the fact of its distribution may form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto. The securities referred to herein have not been registered and will not be registered in the United States under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or pursuant to the corresponding regulations in force in the Other Countries. The securities may not be offered or sold in the United States absent registration under the Securities Act, or an available exemption from the registration requirements of the Securities Act. Safilo Group S.p.A. (the “Company”) does not intend to register any portion of the Offer in the United States.
This document is a press release and is not a prospectus for the purposes of the Prospectus Directive. This communication has been prepared on the basis that any offer of option rights and/or new ordinary shares of the Company under the Offer in any Member State of the European Economic Area (“EEA”) which has implemented the Prospectus Directive (each, a “Relevant Member State”), will be made on the basis of a prospectus approved by the competent authority and published in accordance with the Prospectus Directive (the “Permitted Public Offer”) and/or pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of securities.
Accordingly, any person making or intending to make any offer of option rights and/or new ordinary shares of the Company in a Relevant Member State other than the Permitted Public Offer, may only do so in circumstances in which no obligation arises for the Company to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer.
The expression “Prospectus Directive” means Directive 2003/71/EC (this Directive and amendments thereto, including Directive 2010/73/EC, to the extent implemented in the Relevant Member State), together with any implementing measures in any member state. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in any prospectus.
A public offering of pre-emptive rights and new ordinary shares of the Company will be conducted exclusively in Italy pursuant to the prospectus authorized by CONSOB and published in accordance with applicable regulations.