CIR announces offer for its 2024 Notes


CIR ANNOUNCES TENDER OFFER AND PROPOSAL FOR ITS 2024 €300MN 5.75% NOTES (€210,162,000 OUTSTANDING)

Milan, 8 September 2014 - CIR Sp.A. - Compagnie Industriali Riunite (the Company) today announces that it is inviting eligible Noteholders of its €300,000,000 5.75 per cent. Notes due 2024 (the Notes) to tender their Notes for purchase by the Company for cash (such invitation, the Offer) and to approve, by Extraordinary Resolution, certain modifications to the terms and conditions of the Notes (the Conditions of the Notes) to provide for the Company to redeem (the Issuer Early Redemption) all, but not some only, of the Notes remaining (if any) on completion of the Offer (together, the Proposal). The outstanding nominal amount of the Notes is €210,162,000.

The offer period will begin on 9 September 2014 and will end on 1 October 2014. The Meeting of the Noteholders to approve the Extraordinary Resolution will convene in Milan on 13 October 2014. The majority required for the approval of the Extraordinary Resolution is the higher of (i) 50 per cent. of the aggregate principal amount of the Notes for the time being outstanding, and (ii) the two thirds of the Notes represented at the Meeting.

The Offer and the Proposal are being made as part of a more efficient liquidity management of CIR.

The Offer and the Proposal are made on the terms and subject to the conditions contained in the tender offer memorandum dated 9 September 2014 (the Tender Offer Memorandum) including, in the case of the Offer, the offer and distribution restrictions described below and set out more fully in the Tender Offer Memorandum. Copies of the Tender Offer Memorandum are available from the Tender Agent as set out below. Capitalised terms used in this announcement and not otherwise defined have the meaning given to them in the Tender Offer Memorandum.

Notes

ISIN

Outstanding Nominal Amount

Tender consideration

Early Redemption Amount

Consent Amount

Amount subject to the Offer

€300,000,000 5.75 per cent. Notes due 2024

XS0207766170

€210,162,000

108.0 per cent. of the nominal amount of the Notes plus Accrued Interest

107.0 per cent. of the nominal amount of the Notes plus Accrued Interest

1 per cent. of the nominal amount of the relevant Notes subject to, inter alia, the passing of the Extraordinary Resolution

Total outstanding amount

distributed by