• Additional notes nominal amount to €200 million
• Increase of notes issued on December 15, 2020, bringing total bond size to €750 million
• Yield of new issue equal to 5.39%, with issue price of 102 (fixed-rate coupon of 5.875%), reducing implied average cost of bond
• Additional notes, issued by taking advantage of strong market interest, to be used for repayment of existing indebtedness of Group, further extending average debt maturity to over 4 years

MILAN, January 21, 2021 - Webuild S.p.A. (the “Company”) hereby announces the successful placement to institutional investors of further senior unsecured notes for an aggregate nominal amount of €200,000,000 (the “Additional Notes”) at an issue price of 102, plus accrued interest on the principal amount of the Additional Notes in respect of the period from December 15, 2020 to the issue date of the Additional Notes. The Additional Notes will be consolidated and form a single series with the €550,000,000 notes issued on December 15, 2020 with maturity date December 15, 2025, bringing the total size of such bond to €750 million. The Additional Notes will be listed on the Global Exchange Market of the Dublin Stock Exchange (Euronext Dublin), with expected settlement on January 28, 2021.

The proceeds of the issuance of the Additional Notes will be used by Webuild for repayment of existing indebtedness of the Group.

Considering the ongoing macroeconomic context related to the COVID-19 pandemic, the issue of the Additional Notes enables Webuild, taking advantage of the strong market interest for an additional issue, to further extend the debt average life, extending its duration to over 4 years, to increase financial flexibility and to reduce the implied average cost of the bond issued in December 2020.

The results confirm the strong appreciation of Webuild in the national and international financial community, recognising the growth path of the Group started with Progetto Italia.

BofA Securities, Goldman Sachs International, IMI - Intesa Sanpaolo, Natixis and UniCredit Bank act as Joint Lead Managers, and Banca Akros S.p.A. - Gruppo Banco BPM, BBVA and Equita SIM S.p.A. act as Co-Managers.

*            *            *

No action has been taken by the Company, the aforementioned banks or any of their respective affiliates that would permit an offering of the securities or possession or distribution of this press release or any publicity material relating to the securities in any jurisdiction where action for such purposes is required. Persons into whose possession this press release comes are required to inform themselves about and to observe any such restrictions.

This press release shall not be distributed, whether directly or indirectly, in the United States of America (as defined in Regulation S contained in the US Securities Act of 1933, as subsequently amended - “US Securities Act”), in Canada, Japan, or in any other country where the offer or the sale would be forbidden by the law. This press release is not, and is not part of, an offer or sale of securities to the public or a solicitation to purchase or sell securities, and there will be no offer of securities or solicitation to sell or purchase securities in any jurisdiction where such offer or solicitation would be forbidden by the law. The securities mentioned in this press release have not been and will not be registered under the US Securities Act and may not be offered or sold in the United States of America without a registration or a specific exemption from registration under the US Securities Act. No offers of the securities to the public or solicitation to sell or purchase securities shall be made in the United States of America or in any other country.

Furthermore, in the United Kingdom this press release is only being distributed to and is only directed at persons who (i) are outside of the United Kingdom or (ii) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (iii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order; or (iv) 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 any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). Any investment activity to which this communication may relate is only available to, and any invitation, offer, or agreement to engage in such investment activity will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not rely on this press release or any of its contents.

Any documentation relating to the Additional Notes will not be submitted to CONSOB (the Italian Securities Exchange Commission) for approval pursuant to the applicable laws and regulations. Therefore, the Additional Notes may not be offered, sold or distributed to the public in the territory of the Republic of Italy, other than to qualified investors, as defined by Article 2(e) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and the applicable Italian laws, and in other circumstances which are exempted from the rules on public offers pursuant to Article 1 of the Prospectus Regulation and the applicable Italian laws.

Solely for the purposes of each manufacturer’s product approval process pursuant to the Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended (“MiFID II”), the target market assessment in respect of the Additional Notes has led to the conclusion that: (i) the target market for the Additional Notes is eligible counterparties and professional clients only, each as defined in the MiFID II; and (ii) all channels for distribution of the Additional Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Additional Notes (a “Distributor”) should take into consideration the manufacturers’ target market assessment; however, a Distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Additional Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

The offering of Additional Notes is not intended to be made to and should not be made to retail investors in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129. Consequently, no key information document required by Regulation (EU) 1286/2014 (the “PRIIPs Regulation”) for offering or selling notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Additional Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

The Additional Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the “UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client 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 (the “EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, 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 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Additional Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Additional Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation

In connection with the offering of the Additional Notes, each of the aforementioned banks and their respective affiliates, acting as investors for their own account, may subscribe the Additional Notes and for such reason hold in their portfolios, purchase or sell such securities or any security of the Company or make any related investment. Each of the aforementioned banks do not intend to disclose the amount of such investments or transactions other than to the extent required by the applicable laws and regulations.

In connection with the Additional Notes issue, the aforementioned banks are acting on behalf of the Company and no one else and will not be responsible to any other person for providing the protections afforded to their clients or for providing advice given in relation to the securities.

Neither Banca Akros S.p.A. – Gruppo Banco BPM, BBVA, BofA Securities, Equita SIM S.p.A., Goldman Sachs International, IMI – Intesa Sanpaolo, Natixis or UniCredit Bank, nor any of their affiliates or managers, executives, employees, advisors or agents, assume any responsibility whatsoever or make any representation or guarantee, express or implicit, for the correctness, accuracy and/or completeness of the information contained therein (or for the omission of information therein) or for any other information relating to the Company, provided in writing, orally or in the electronic form, and anyhow communicated or made available or for any loss in any way deriving from the use of this press release or its content or anyhow emerge relating to this press release or its content.

Advertisement

The prospectus relating to the Additional Notes, when published, will be available at https://www.webuildgroup.com/en.