REG - Morgan Stanley & Co. - Stabilisation Notice

Intesa SanPaolo SpAAnnouncement

04/11/2024 12:45

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RNS Number : 8356K  Morgan Stanley & Co. Int'l plc  04 November 2024

4 November 2024

Not for distribution, directly or indirectly, in or into the United States or
any jurisdiction in which such distribution would be unlawful.

Castello (BC) Bidco S.p.A.

Post-stabilisation Period Announcement

Further to the pre-stabilisation period announcement dated 29 October 2024,
MORGAN STANLEY & CO. INTERNATIONAL PLC (contact: Joseph Bishay; telephone:
+44 20 7677-0230) hereby gives notice, that no stabilisation (within the
meaning of Article 3.2(d) of the EU Market Abuse Regulation (596/2014),
including as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018) was undertaken by the Stabilisation Manager(s) named
below in relation to the offer of the following securities.

Securities

 Issuer:                    Castello (BC) Bidco S.p.A.
 Guarantor(s) (if any):     Upon the initial issuance of the Notes on the Issue Date, the Notes will only
                            be obligations of the Issuer and will not be guaranteed. Subject to and in
                            accordance with the Agreed Security Principles and to certain material
                            limitations pursuant to applicable laws, the Notes are expected to be jointly
                            and severally guaranteed on a senior secured basis, by the earlier of (i) 150
                            days from (and excluding) the Post-Completion Merger Date and (ii) in the
                            event that the Post-Completion Merger has not yet occurred at such time, 30
                            Business Days from (and excluding) the date falling 18 months after the
                            Somacis Acquisition Closing Date (the "Merger Longstop Date") by the
                            Post-Closing Guarantors. As of the date of this Pricing Supplement, the
                            Post-Completion Guarantors are expected to be Somacis Graphic HK Limited,
                            Somacis Inc., Graphic PLC and Dyconex.

                            In the event that the Post-Completion Merger does not occur on or prior to the
                            Merger Longstop Date, the Issuer shall procure that, subject to and in
                            accordance with the Agreed Security Principles and certain material
                            limitations pursuant to applicable laws, the Notes will be guaranteed on a
                            senior secured basis also by Somacis within 30 Business Days from (and
                            excluding) the Merger Longstop Date.
 Aggregate nominal amount:  €550,000,000
 Description:               €550.0 million in aggregate principal amount of Senior Secured Floating Rate
                            Notes due 2031

 ISIN:                      144A: XS2929905375

                            Reg S: XS2929905292
 Offer price:               PAR

 

Stabilisation

 Stabilisation Manager:  MORGAN STANLEY & CO. INTERNATIONAL PLC

 

This announcement is for information purposes only and does not constitute an
invitation or offer to underwrite, subscribe for or otherwise acquire or
dispose of any securities of the Issuer in any jurisdiction.

This announcement is not an offer of securities for sale into the United
States. The securities referred to above have not been, and will not be,
registered under the United States Securities Act of 1933 and may not be
offered or sold in the United States absent registration or an exemption from
registration. There will be no public offer of securities in the United
States.

END.

 

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