Webuild S.p.A. - Tender Offer 2024 (XS) - Launch

WEBUILD S.p.A. ANNOUNCES TENDER OFFER - XS1707063589 - XS2271356201

10 JUNE 2024

Full announcement including disclaimers and offer restrictions available via Euronext

Scroll below for information on previous offers related to this Issuer

Milan, 10 June 2024. Webuild S.p.A. (the “Offeror”) hereby announces that it is inviting eligible holders of its outstanding (i) €500,000,000 (of which €281,448,000 is outstanding) 1.750 per cent. Notes due 26 October 2024 (ISIN: XS1707063589) (the “2024 Notes”) and/or (ii) the €750,000,000 (of which €518,552,000 is outstanding) 5.875 per cent. Notes due 15 December 2025 (ISIN: XS2271356201) (the “2025 Notes” and, together with the 2024 Notes, the “Notes” and each of the 2024 Notes and the 2025 Notes, a “Series”), to tender for purchase by the Offeror for cash (i) any and all of the 2024 Notes and (ii) in respect of the 2025 Notes, an aggregate principal amount of up to (A) the aggregate principal amount of the New Notes issued pursuant to the New Notes Offering less (B) the Aggregate Nominal Amount Outstanding of the 2024 Notes (as defined below), such amount being subject to the right of the Offeror to increase or decrease it at the Offeror’s sole and absolute discretion (each such invitation an “Offer”, and together, the “Offers”), and in each case further subject to the Offer and Distribution Restrictions on the terms and subject to the satisfaction of the New Issue Condition and the other conditions set out in the Tender Offer Memorandum.

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"Summary of the Offers

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"Rationale for the Offer

The purpose of the Offer and Offeror’s announced issuance of the New Notes is to proactively manage the Offeror’s debt maturity profile."

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WEBUILD S.p.A. ANNOUNCES RESULTS OF ITS TENDER OFFER

27 SEPTEMBER 2023

Full announcement including disclaimers and offer restrictions available via Euronext

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"The Expiration Deadline for the Offers was on 26 September 2023 at 17:00 (CEST). Results of the Offer As at the Expiration Deadline, €218,552,000 in aggregate nominal amount of the 2024 Notes and €301,260,000 in aggregate nominal amount of the 2025 Notes had been validly tendered pursuant to the Offers.

Following the Expiration Deadline, the Offeror hereby announces that it has decided to accept for purchase Notes validly tendered pursuant to the Offer as set out below, subject to the satisfaction of the New Issue Condition. It further confirms that the First Priority Maximum Acceptance Amount is €450,000,000 and the Second Priority Maximum Acceptance Amount is €231,448,000. The Final Acceptance Amount across both Series of Notes is €450,000,000.

Subject to the satisfaction of the New Issue Condition, theFixed Purchase Price and the Accrued InterestPayment in respect of Notes accepted for purchase pursuant to the Offer will be paid on the Settlement Date which is expected to occur on 29 September 2023."

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WEBUILD S.p.A. ANNOUNCES MAXIMUM PURCHASE AMOUNT

21 SEPTEMBER 2023

Full announcement including disclaimers and offer restrictions available via Euronext and Webuild S.p.A (New Note News - 20th September 2023)

"Milan, 21 September 2023. Webuild S.p.A. (the “Offeror”) hereby announces that the maximum purchase amount (the “Maximum Purchase Amount”) has been set at €450,000,000 in respect of its invitation to eligible holders of its outstanding (i) €500,000,000 1.750 per cent. Notes due 26 October 2024 (ISIN: XS1707063589) (the “2024 Notes”) and/or (ii) the €750,000,000 5.875 per cent. Notes due 15 December 2025 (ISIN: XS2271356201) (the “2025 Notes” and, together with the 2024 Notes, the “Notes” and each of the 2024 Notes and the 2025 Notes, a “Series”), to tender such Notes for purchase by the Offeror for cash."

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WEBUILD S.p.A. ANNOUNCES TENDER OFFER (& WEBUILD PRESENTS TO THE FINANCIAL COMMUNITY A NEW BOND TO REFINANCE ITS DEBT)

18 SEPTEMBER 2023

Full announcement including disclaimers and offer restrictions available via Euronext and Webuild S.p.A.

"Milan, 18 September 2023. Webuild S.p.A. (the “Offeror”) hereby announces that it is inviting eligible holders of its outstanding (i) €500,000,000 1.750 per cent. Notes due 26 October 2024 (ISIN: XS1707063589) (the “2024 Notes”) and/or (ii) the €750,000,000 5.875 per cent. Notes due 15 December 2025 (ISIN: XS2271356201) (the “2025 Notes” and, together with the 2024 Notes, the “Notes” and each of the 2024 Notes and the 2025 Notes, a “Series”), to tender such Notes for purchase by the Offeror for cash, up to a maximum aggregate principal amount equal to the aggregate principal amount of the New Notes issued pursuant to the New Notes Offering (each as defined below), such amount being subject to the right of the Offeror to increase or decrease it at the Offeror’s sole and absolute discretion (the “Maximum Purchase Amount”) (each such invitation and “Offer”, and together, the “Offers”).

Each of the Offer is made on the terms and subject to the conditions set out in the tender offer memorandum dated 18 September 2023 (the “Tender Offer Memorandum”) prepared in connection with the Offers, and is subject to the New Issue Condition and the offer and distribution restrictions set out below. Capitalised terms used in this announcement and not otherwise defined herein have the meanings given to them in the Tender Offer Memorandum. Details of the Notes"

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"Rationale for the Offer

The purpose of the Offer and Offeror’s announced issuance of the New Notes is to proactively manage the Offeror’s debt maturity profile."

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