Admission to Listing of Iveco Group N.V. Common Shares on Euronext
Milan - Submission of the Application for Admission to Trading
ADVERTISEMENT. This
announcement is an advertisement for the purposes of Regulation
(EU) 2017/1129, as amended (the “Prospectus Regulation”) relating
to the intention of Iveco Group N.V. (the “Company”) to proceed
with the proposed first admission to listing and trading of all of
the common shares of the Company on the regulated market of
Euronext Milan (the “Admission”). This announcement does not
constitute or form part of a prospectus within the meaning of the
Prospectus Regulation and has not been reviewed nor approved by any
regulatory or supervisory authority in any jurisdiction, including
any member state of the European Economic Area (each, an “EEA
Member”), the United Kingdom and the United States. This
announcement is for information purposes only and is not intended
to constitute, and should not be construed as, an offer by or
invitation by or on behalf of, the Company, CNH Industrial N.V
(“CNH Industrial”), any of their advisors or any representative of
the Company or CNH Industrial or any of their advisors, to purchase
any securities or an offer to sell or issue, or the solicitation to
buy securities by any person in any jurisdiction, including any EEA
Member, the United Kingdom or the United States. The approval of
the Prospectus (as defined below) by the Netherlands Authority for
the Financial Markets (Autoriteit Financiële Markten, the “AFM”)
should not be understood as an endorsement of the quality of the
Shares (as defined below) and the Company. Potential investors
should read the Prospectus before making an investment decision in
order to fully understand the potential risks and rewards
associated with the decision to invest in the Shares.
ADMISSION TO LISTING OF IVECO GROUP N.V.
COMMON SHARES ON EURONEXT MILAN - SUBMISSION OF THE APPLICATION FOR
ADMISSION TO TRADING
London / Turin, December 27, 2021
Today Borsa Italiana S.p.A (“Borsa Italiana”).
has admitted Iveco Group N.V. (“IVG” or the “Company”) common
shares to listing on Euronext Milan, organized and managed by Borsa
Italiana. Today IVG has also submitted to Borsa Italiana the
application for admission to trading of its common shares on
Euronext Milan. It is expected that such common shares will start
trading on January 3, 2022. In the next few days Borsa Italiana
will give public disclosure of the day of start of trading.
The demerger of CNH Industrial N.V. (“CNHI”) and
IVG is expected to become effective on January 1, 2022, subject to
the execution of the relevant demerger deed expected to occur on
December 31, 2021. Each holder of common shares in the share
capital of CNHI will receive one common share of IVG for every five
CNHI common shares it holds. The outstanding CNHI common shares
will be quoted ex-allocation from January 3, 2022 and the record
date for allocation will be January 4, 2022 on both Euronext Milan
and NYSE. The IVG common shares will be entitled to dividends from
January 1, 2022.
Intesa Sanpaolo S.p.A. and UniCredit Bank AG,
Milan Branch acted as sponsors. The law firms Legance-Avvocati
Associati and Freshfields Bruckhaus Deringer LLP advised IVG, while
Cleary Gottlieb Steen & Hamilton advised the sponsors. The
independent auditor of IVG is Ernst & Young.
For further information, please see the
documents available at IVG’s website
(www.ivecogroup.com/investor_relations).
Risk Factors Investing in the
Company involves certain risks. A description of these risks, which
include risks relating to the Company as well as risks relating to
the Demerger and the Common Shares and special voting shares in the
share capital of the Company (the “Special Voting Shares” and
together with the Common Shares, the “Shares”) is included in the
Prospectus and in the Supplement. Potential investors should read
the Prospectus and the Supplement before making an investment
decision in order to fully understand the potential risks and
rewards associated with the decision to invest in the Shares.
Earlier announcements related to the
Demerger and AdmissionOn December 22, 2021, CNH Industrial
announced that the Netherlands Authority for the Financial Markets
(Stichting Autoriteit Financiële Markten, the “AFM”) has approved
the Supplement to the Prospectus. On December 17, 2021, CNH
Industrial announced the publication of combined financial figures
for both its ‘Off-Highway’ and ‘On-Highway’ businesses. On December
9, 2021, CNH Industrial and the Company announced the rating
assigned to the Company by Fitch Ratings. On November 18, 2021, CNH
Industrial and the Company presented the Company’s business,
strategy and 2026 financial ambitions. On November 11, 2021, CNH
Industrial and the Company announced the approval and publication
of the Prospectus. On September 3, 2019, CNH Industrial announced
the intention to separate the relevant business segments of the
Company’s from CNH Industrial and to admit the Company’s shares to
listing and trading on a regulated market. On June 11, 2021 and on
July 5, 2021, CNH Industrial announced management changes for the
Company in view of the Demerger and Admission. On October 18, 2021,
CNH Industrial further announced that an Investor Day in respect of
the Company, ahead of the Demerger and Admission, was to be held on
November 18, 2021. These press releases are available on the
corporate website of CNH Industrial
(www.cnhindustrial.com/en-us/investor_relations) and/or on the
corporate website of the Company
(www.ivecogroup.com/investor_relations).
CNH Industrial
N.V. (NYSE: CNHI / MI: CNHI) is a global leader in
the capital goods sector with established industrial experience, a
wide range of products and a worldwide presence. Each of the
individual brands belonging to the Company is a major international
force in its specific industrial sector: Case IH, New Holland
Agriculture and Steyr for tractors and agricultural machinery; Case
and New Holland Construction for earth moving equipment; Iveco for
commercial vehicles; Iveco Bus and Heuliez Bus for buses and
coaches; Iveco Astra for quarry and construction vehicles; Magirus
for firefighting vehicles; Iveco Defence Vehicles for defence and
civil protection; and FPT Industrial for engines and transmissions.
More information can be found on the corporate website:
www.cnhindustrial.com
Iveco Group N.V., after the
completion of the Demerger as announced on November 11, 2021 (and
expected to be effective on January 1, 2022), will be the parent
company of the trucks and specialty vehicles, powertrain and
related financial services businesses currently held by CNH
Industrial. Iveco Group will therefore own and operate eight
unique, yet unified commercial brands: IVECO, a pioneering champion
that designs, manufactures and commercializes heavy, medium and
light duty commercial vehicles; FPT Industrial, a global leader in
providing its vast array of advanced powertrain technologies to
customers in agriculture, construction, marine, power generation,
and commercial vehicles alike; IVECO BUS and HEULIEZ, premium and
mass-transit bus and coach brands; Iveco Defence Vehicles, for
highly-specialized defence and civil protection equipment; ASTRA, a
global expert in large scale heavy duty quarry and construction
vehicles; Magirus, the industry-reputed firefighting vehicle and
equipment manufacturer; and IVECO CAPITAL, the financing arm which
supports them all, serving as the cornerstone of Iveco Group’s new
business models. Further information about Iveco Group is available
on the company’s website www.ivecogroup.com
Media
contacts: E-mail:
mediarelations@cnhind.comFrancesco Polsinelli, Tel: +39 335
1776091Laura Overall, Tel: +44 207 7660 386
Investor
contactsE-mail:
investor.relations@cnhind.comFederico Donati, Tel: +44 207 7660
386Noah Weiss, Tel: +1 630 887 3745
www.cnhindustrial.com
DISCLAIMERThis announcement
does not constitute a prospectus within the meaning of Regulation
(EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 on the prospectus to be published when securities are
offered to the public or admitted to trading on a regulated market,
as amended (the “Prospectus Regulation”), and shares in Iveco Group
N.V. will be allotted in circumstances that do not constitute “an
offer to the public” within the meaning of the Prospectus
Regulation. This announcement is not intended for distribution in
jurisdictions that require prior regulatory review and
authorization to distribute an announcement of this nature.The
release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which they are released,
published or distributed, should inform themselves about, and
observe, such restrictions.This announcement is an advertisement
and not a prospectus within the meaning of Regulation (EU)
2017/1129 of the European Parliament and of the Council of 14 June
2017 on the prospectus to be published when securities are offered
to the public or admitted to trading on a regulated market, as
amended (the “Prospectus Regulation”). With respect to the member
States of the European Economic Area, no action has been undertaken
or will be undertaken to make an offer to the public of the
securities referred to herein requiring a publication of a
prospectus in any relevant member State. As a result, the
securities may not and will not be offered in any relevant member
State except pursuant to a prospectus approved by the relevant
market authorities in that member State or in accordance with the
exemptions set forth in Article 3(2) of the Prospectus Regulation,
if they have been implemented in that relevant member State, or
under any other circumstances which do not require the publication
of a prospectus pursuant to Article 3 of the Prospectus Regulation
and/or to applicable regulations of that relevant member State.
This announcement is not intended to constitute, and should not be
construed as, an offer by or invitation by or on behalf of, the
Company, CNH Industrial, any of its advisors or any representative
of the Company or CNH Industrial or any of their advisors, to
purchase any securities or an offer to sell or issue, or the
solicitation to buy securities by any person in any jurisdiction,
including any EEA Member, the United Kingdom or the United
States.The securities referred to herein may not be offered or sold
in the United States of America absent registration or an
applicable exemption from registration under the U.S. Securities
Act of 1933, as amended. The Company and CNH Industrial do not
intend to register all or any portion of the offering of the
securities in the United States of America or to conduct a public
offering of the securities in the United States of America.This
announcement does not constitute an offer of securities to the
public in the United Kingdom. This announcement is being
distributed to and is directed only at (i) persons who are outside
the United Kingdom or (ii) persons who are investment professionals
within the meaning of Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and
(iii) high net worth entities, and other persons to whom it may
lawfully be communicated, falling within Article 49(2)(a) to (d) of
the Order (all such persons together being referred to as “Relevant
Persons”). Any investment activity to which this announcement
relates will only be available to and will only be engaged with,
Relevant Persons. Any person who is not a Relevant Person should
not act or rely on this document or any of its contents.This
announcement may include statements, including with respect to CNH
Industrial’s and the Company’s financial condition, results of
operations, business, strategy, plans and outlook, including the
impact of certain transactions. These forward-looking statements
can be identified by the use of forward-looking terminology,
including the terms “believes”, “estimates”, “anticipates”,
“expects”, “intends”, “plans”, “targets”, “may”, “will” or “should”
or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements are made as of the
date of this announcement. Although CNH Industrial and the Company
believe that such forward-looking statements are based on
reasonable assumptions, such statements are not guarantees of
future performance. By their nature, forward-looking statements
involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Such forward-looking statements are included for illustrative
purposes only. Actual results may differ materially from the
forward-looking statements as a result of a number of risks and
uncertainties, many of which are outside CNH Industrial and the
Company’s control. CNH Industrial and the Company expressly
disclaim any intention or obligation to provide, update or revise
any forward-looking statements in this announcement to reflect any
change in expectations or any change in events, conditions or
circumstances on which these forward-looking statements are
based.The price and value of securities may go up as well as down.
Persons needing advice should contact a professional adviser.
Information in this announcement or any of the documents relating
to the Admission and the Demerger cannot be relied upon as a guide
to future performance.The Company may decide not to go ahead with
the Admission and CNH Industrial may decide not to go ahead with
the Demerger and there is therefore no guarantee that the Admission
and the Demerger will occur. You should not base your financial
decision on this announcement. Acquiring investments to which this
announcement relates may expose an investor to a significant risk
of losing all of the amount invested.
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