GRAND DUCHY OF LUXEMBOURG — IVS Group SA (the “Company”), the leading Italian player and second in Europe in the management of vending machines, announces that the Board of Directors has approved the issuance and offering up to a maximum of €300,000,000 aggregate principal amount of fixed-rate senior unsecured notes (the “Notes” and the offering of the Notes the “Offering”) to be listed on the Mercato Telematico delle Obbligazioni (“MOT”), organized and managed by Borsa Italiana S.p.A. (“Borsa Italiana”).
The Notes will be offered for subscription, through the MOT platform, to qualified investors and the general public in Luxembourg and Italy. The Company anticipates that the Offering will occur between the end of September to early-October.
The Company has also filed on 11 September 2019 an application to list the Notes on MOT with Borsa Italiana and has filed the prospectus relating to the Notes (the “Prospectus”) with the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (the “CSSF”).
The Company has requested that, following approval of the Prospectus, the CSSF provide the Commissione Nazionale per le Società e la Borsa with a certificate and notification that the Prospectus has been approved and may be used to offer the Notes to the general public in Italy and Luxembourg.
The Board of Directors has resolved that the Notes will bear interest at a fixed rate not less than 3%, to be paid annually in arrear and will mature on the seventh anniversary of the issue date of the Notes.
The Notes will be issued in minimum denominations of €1,000 at an issue price of 100%. Following the Existing Notes Redemption (as defined below), the Notes will be guaranteed by IVS Italia S.p.A. and S. Italia S.p.A., wholly-owned, direct subsidiaries of the Company, within 30 business days of the date of the Existing Notes Redemption.
The Company intends to use the net proceeds from the Offering to – inter alia – purchase, redeem or cause to be redeemed, the outstanding €240,000,000 4.5% senior unsecured notes issued by the same IVS Group S.A. in 2015 (the “Existing Notes”) in an amount equal to €240,000,000, corresponding to the aggregate principal amount of all the Existing Notes outstanding (the “Existing Notes Redemption”).
Under the trust deed governing the Existing Notes (the “Existing Notes Trust Deed”), starting on November 15, 2019, the Existing Notes may be redeemed at a price of 101.125% of the principal amount plus any accrued and unpaid interest as of, but not including, the date of the Existing Notes Redemption. The Company cannot provide any assurances that it will be able to complete the issuance of the Notes or the Existing Notes Redemption on the timing or in the manner anticipated, or at all.
From the date hereof and prior to the date of the Existing Notes Redemption, IVS Group S.A., or one of its subsidiaries or affiliates, may acquire Existing Notes through open market purchases, privately negotiated transactions, tender offers, exchange offers, redemptions or otherwise. Any such acquisitions will be made at such prices and upon such terms as the Company may determine, or as may be provided for in the Existing Notes Trust Deed.
Equita S.I.M. S.p.A. will act as lead manager and intermediary appointed by the Company to offer and display the Notes for sale on the MOT during the period of the Offering and as specialist following the start of the trading of the Notes on MOT.