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Intesa Sanpaolo - Tender Offer - Launch

INTESA SANPAOLO ANNOUNCES A TENDER OFFER FOR ONE SERIES OF ITS PERPETUAL NOTES AND THE ISSUE OF NEW EURO-DENOMINATED ADDITIONAL TIER 1 NOTES


31 AUGUST 2023


Full announcement including disclaimers and offer restrictions available via Luxse


"Turin - Milan, 31 August 2023 – Intesa Sanpaolo S.p.A. (“Intesa” or the “Offeror”) today announced a cash tender offer (the “Offer”) for any and all of its perpetual “€750,000,000 Additional Tier 1 Notes” (ISIN no. XS1614415542, the “Existing Notes”) in an aggregate nominal amount outstanding of €750,000,000, and the launch of a new issue of fixed-rate reset perpetual Additional Tier 1 notes in a nominal amount of not less than €750,000,000.


The Offer, which is being made simultaneously with the New Notes Offering, is in line with the Offeror’s proactive management of its capital base. In addition, the Offer will provide liquidity for investors tendering their Existing Notes, together with the concurrent opportunity to redeploy funding into the Offeror’s proposed New Notes.


OVERVIEW OF THE OFFER


Intesa today announced an invitation to holders of the Existing Notes to tender any and all of their Existing Notes for purchase by the Offeror for cash. The Offer is subject to the terms and conditions, and to the offer and distribution restrictions, set forth in the tender offer memorandum dated 31 August 2023 (the “Tender Offer Memorandum”). The aggregate nominal amount of Existing Notes accepted for purchase is referred to as the “Acceptance Amount”. The Offer is not contingent upon the tender of any minimum nominal amount of Existing Notes.


The Offer will expire at 5.00 P.M. (CET) on 7 September 2023 (the “Offer Expiration”). The full terms and conditions of the Offer are contained in the Tender Offer Memorandum, copies of which are available from the Tender Agent whose contact details are indicated below. Capitalised terms used in this press release but not defined have the meanings given to them in the Tender Offer Memorandum."


Details of the Existing Notes and summary of the Offer

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