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24 March 2025
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 Financial

INWIT announces the buyback of 2026 notes and the intention to issue new Euro denominated notes

THIS ANNOUNCEMENT IS NOT INTENDED FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES OR POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT IS UNLAWFUL PURSUANT TO APPLICABLE LAW OR REGULATION

Milan, 24 March 2025 – Infrastrutture Wireless Italiane S.p.A. (INWIT or the Company) (rated BB+ by S&P and BBB- by Fitch) announces that it has launched today a tender offer (the Tender Offer) addressed to the holders of its €1,000,000,000 1.875 per cent. Notes due 8 July 2026 (XS2200215213) and its intention, subject to market conditions, to issue new fixed rate Notes under its €4,000,000,000 Euro Medium Term Note Programme (the New Notes).

The terms and conditions of the Tender Offer, including the offer and distribution restrictions, are set out in the Tender Offer Memorandum dated 24 March 2025. The Tender Offer maximum acceptance amount is € 300,000,000, subject to the Company’s right, in its sole discretion, to accept the purchase of a lesser amount under the Tender Offer.

A priority allocation mechanism may also be applied in favour of holders of the existing notes tendering their notes in the Tender Offer, who express their intention to subscribe for the New Notes.

The completion of the Tender Offer is conditional upon the pricing and successful completion of the New Notes issue that INWIT intends to undertake.

Notice of the launch of the Tender Offer will be available at www.luxse.com.

The Tender Offer period will end on 31 March 2025, following which the results of the offer will be announced to the market. INWIT will settle the full amount in cash.

The overall transaction is in line with INWIT’s financial strategy, aimed at proactively manage the overall maturity profile of the Company in an efficient manner.

BNP Paribas and Mediobanca – Banca di Credito Finanziario S.p.A. are acting as dealer managers in the Tender Offer.

 

DISCLAIMER

This press release should be read in conjunction with the Tender Offer Memorandum. This press release and the Tender Offer Memorandum contain important information that should be read carefully before making any decision to adhere to the Tender Offer. Any investor who is in any doubt as to the contents of this release or the Tender Offer Memorandum or in relation to the decisions to be taken is urged to seek financial or legal advice, including as to any tax consequences, from his or her stock-broker, bank manager, solicitor, accountant or other independent financial or legal advisor. Each natural or legal person whose securities are deposited with a financial intermediary, bank, custodian, trust or any other third party or intermediary must contact such person if it intends to participate in the Tender Offer. Neither the Issuer, the Dealer Managers nor the Tender Agent make any recommendation to the holders of the Securities in this respect.

Neither this press release nor the Tender Offer Memorandum constitute an invitation to participate in the Tender Offer in any jurisdiction in which, or to any person to or from whom, making or entering into, such offer is unlawful under applicable securities laws and regulations and the distribution of such documents in certain jurisdictions may be restricted by statutory and regulatory provisions. Persons who come into possession of this announcement and the Tender Offer Memorandum are required by each of the Issuer, the Dealer Managers and the Tender Agent to inform themselves as to, and to observe, each such restriction.

This announcement is not a public offer of financial products in Italy as per Article 2, letter (d) of Regulation (EU) 2017/1129. The documentation relating to the offer has not been/will not be submitted to the approval of CONSOB. The Tender Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis, of Legislative Decree no. 58 of February 24, 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999. Noteholders, or beneficial owners of the €1,000,000 1.875 per cent. Notes due 8 July 2026 (XS2200215213) (the “Notes”), can tender their Notes pursuant to the Tender Offer through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Any investment decision relating to the purchase of the New Notes should be made solely on the basis of the information contained in the base prospectus relating to the€ 4,000,000 Euro Medium Term Note Programme of the Company dated 29 January 2025 (the Base Prospectus) as supplemented from time to time and in the final terms to be prepared in connection with the issue and listing of the New Notes (the Final Terms), which will include the final terms of the New Notes. Subject to applicable law, the Base Prospectus, its supplements and the Final Terms will be available on request from the joint lead managers of the issue of the New Notes. Copies of the Base Prospectus are available and copies of the Final Terms will be available (at the time of issue) on Luxembourg Stock Exchange’s website (www.luxse.com) and on INWIT’s website.