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Flavia Bondco Limited - Tender Offer (XS & IT) - Launch

FLAVIA BONDCO LIMITED ANNOUNCES TENDER OFFER TO PURCHASE NOTES ISSUED BY EUROVITA S.P.A. FOR CASH

13 SEPTEMBER 2023


Full announcement including disclaimers and offer restrictions available via Euronext


"Flavia Bondco Limited (the "Offeror") has today launched an invitation to holders of the outstanding (i) EUR40,000,000 Fixed Rate Subordinated Notes due 2025 (the "Series A Notes") and (ii) EUR5,000,000 Fixed Rate Subordinated Notes due 2025 (the "Series B Notes") (each a "Series" and together the "Notes") issued by Eurovita S.p.A. (the "Issuer"), to tender such Notes for purchase by the Issuer for cash (together, the "Offer")."


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Summary of the Offer

1 The Offeror will pay no amounts in respect of interest accrued and unpaid on any Notes accepted for purchase.

2 Please see "Rationale for the Offer" for further information.


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"Rationale for the Offer


On 30 March 2023, the Issuer was placed under extraordinary administration pursuant to orders issued by the Institute for the Supervision of Insurance of Italy ("IVASS"). The Offeror (an entity wholly owned by the indirect majority shareholder of the Issuer, the Fifth Cinven Fund), is conducting the Offer to acquire and cancel the Notes in order to offer liquidity to Holders and to assist in ensuring an orderly resolution of the Issuer's liabilities.


According to publicly available information, Insurers Generali, Intesa Sanpaolo Vita, Poste Vita, UnipolSAI, Allianz and certain Italian banks are purported to have reached a provisional agreement to set up a new company that will take on the Issuer's life insurance policies. The Notes have not been purported to be transferred to the new company. If this is confirmed, in the event that the Holders do not elect to participate in the Offer, while the Fifth Cinven Fund is looking to engage with the IVASS-appointed Commissioner on the wider resolution plans for the Issuer and whether a solvent liquidation will be possible following completion of the Offer, there can be no assurances that the Issuer will have sufficient resources to ensure the payments of principal and interest in respect of the Notes if the Offer is not successful.


In addition, on 12 September 2023, the Offeror entered into certain sale and purchase agreements for the purchase of EUR28,500,000 in aggregate principal amount of the Series A Notes and the entire aggregate principal amount of the EUR115,000,000 Fixed Rate Subordinated Notes due 2030 (ISIN: XS2019977557) issued by the Issuer at an amount equal to the Purchase Price. Subject to the terms of the respective sale and purchase agreements, such purchases are expected to be settled on or around the Settlement Date for the Series A Notes.


Notes purchased by the Issuer pursuant to the Offer will be cancelled. Notes which have not been validly tendered and accepted for purchase pursuant to the Offer will remain outstanding after the relevant Settlement Date."


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