These written materials are not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia) or in Australia, Canada or Japan or in any other country where the offers or sales of securities would be forbidden under
applicable law (the "Other Countries") or to residents thereof. The information contained herein does not constitute an offer of securities for sale in the United States, Australia, Canada or Japan or in the Other Countries.
The securities may not be offered or sold in the United States unless they are registered under the United States Securities Act of 1933, as amended, or exempt from registration. Poste Italiane S.p.A. has not and does not intend to register the securities in the United States or to conduct a public offer of the securities in the United States. No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted.
GLOBAL OFFERING: THE OVER-ALLOTMENT OPTION HAS BEEN EXERCISED
Rome, 26 November 2015 – The Italian Ministry of the Economy and Finance (the "Selling Shareholder") and Poste Italiane S.p.A. (the "Company") announce that today, in the context of the Global Offering, the stabilization agent, Mediobanca - Banca di Credito Finanziario S.p.A., has exercised, also on behalf of the Institutional Managers, the Over-Allotment Option granted by the Selling Shareholder, for a total of 8,104,008 ordinary shares of the Company.
The price of the shares object of the Over-Allotment Option is Euro 6.75 per share – equal to the Offer Price for the shares sold in the Global Offering – for an aggregate value of approximately Euro 54.7 million, gross of underwriting commissions.
Delivery against payment of the shares pursuant to the Over-Allotment Option will be made on 30 November 2015.
Taking into account the Over-Allotment Option, a total of 461,104,008 ordinary shares of the Company were sold in the context of the Global Offering, representing approximately 35.30% of the Company's share capital, for an aggregate value of approximately Euro 3,112.4 million, gross of underwriting commissions.
Banca IMI S.p.A., BofA Merrill Lynch, Citigroup Global Markets Limited, Mediobanca–Banca di Credito Finanziario S.p.A., UniCredit Corporate & Investment Banking have acted as Joint Global Coordinators.
Banca IMI S.p.A. et UniCredit Corporate & Investment Banking have acted as the Lead Manager of the Italian Public Offering's.
Mediobanca–Banca di Credito Finanziario S.p.A. is serving as sponsor.
The Jointbookrunners are: Banca IMI S.p.A., BofA Merrill Lynch, Citigroup Global Markets Limited, Mediobanca–Banca di Credito Finanziario S.p.A., UniCredit Corporate & Investment Banking, Credit Suisse Securities (Europe) Limited, Goldman Sachs International, J.P. Morgan plc, Morgan Stanley & Co. International plc e UBS Limited.
Rothschild has acted as fianancial advisor to Poste Italiane, while Lazard has acted as financial advisor to the Ministero dell'Economia e delle Finanze, Selling Shareholder.
Clifford Chance and Brancadoro Mirabile have acted as legal advisors to the Company.
Gianni Origoni Grippo Cappelli & Partners has acted as legal advisor to the Ministero dell'Economia e delle Finanze, Selling Shareholder.
Chiomenti Studio Legale et Shearman & Sterling LLP have acted as legal advisor to the Join Global Coordinators and Jointbookrunners.
PricewaterhouseCoopers is the auditor of the Company.
IMPORTANT REGULATORY NOTICE
This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as "relevant persons"). The Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
In any EEA Member State that has implemented the Prospectus Directive (other than Italy), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. The expression "Prospectus Directive" means Directive
2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in any relevant Member State) and includes any relevant implementing measure in the relevant Member State.
This document is an advertisement and is not a prospectus for the purposes of the Prospectus Directive. A prospectus prepared pursuant to the Prospectus Directive was published on 9 October 2015. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus.