Brunello Cucinelli S.p.a. - greenshoe option exercised
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, securities. The ordinary shares referred to herein may not be offered or sold in the United States unless registered under the US Securities Act of 1933 (the "Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The ordinary shares referred to herein have not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the ordinary shares in the United States, Australia, Canada or Japan.
With reference to the Global Offering of Brunello Cucinelli S.p.A. shares, notice is hereby given that on 27 April 2012, the Joint Global Coordinators Mediobanca and Bank of America Merrill Lynch have exercised the greenshoe option in relation to 2,040,000 shares, equal to the number of shares which were over-allotted.
The purchase price for shares covered by the greenshoe option was Euro 7.75 per share – the same price established under the terms of the Global Offering – for an aggregate consideration of Euro 15.81 million approx.
Settlement of the shares relating to the greenshoe option will take place on 3 May 2012.
Accordingly, the Global Offering including the greenshoe option involved a total of 22,440,000 Brunello Cucinelli shares, equal to 33.00% of the company’s share capital, for a total amount of Euro 173.91 million.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America, Canada, Japan or Australia. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The contents of this announcement have been prepared by and are the sole responsibility of Brunello Cucinelli S.p.A. (the "Company"). The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
Each of Merrill Lynch International and Mediobanca - Banca di Credito Finanziario and their respective affiliates are acting exclusively for the Company and no-one else in connection with the offering described herein. They will not regard any other person as their respective clients in relation to the offering described herein and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the offering described herein, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
None of Merrill Lynch International and Mediobanca - Banca di Credito Finanziario or any of their respective directors officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Brunello Cucinelli S.p.A., its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
The information in this announcement is subject to change. Each of Brunello Cucinelli S.p.A., Merrill Lynch International, Mediobanca – Banca di Credito Finanziario and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any information contained in this announcement whether as a result of new information, future developments or otherwise. Any purchase of ordinary shares in the proposed offering should be made solely on the basis of the information contained in the final prospectus to be issued by the Company in connection with such offering.
In connection with the proposed offering, Merrill Lynch International, Mediobanca – Banca di Credito Finanziario and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase ordinary shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such ordinary shares and other securities of the Company or related investments in connection with the offering or otherwise. Accordingly, references in the prospectus, once published, to the ordinary shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Merrill Lynch International, Mediobanca – Banca di Credito Finanziario and any of their affiliates acting as investors for their own accounts. Merrill Lynch International and Mediobanca – Banca di Credito Finanziario do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.