ADVERTISEMENT. This
announcement is an advertisement for the purposes of Regulation
(EU) 2017/1129, as amended (the “Prospectus Regulation”) relating
to the intention of the Company to proceed with the Admission (as
defined below). 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.
London, November 11, 2021
Iveco Group N.V. (“the Company”) today announces
the publication of the prospectus (the “Prospectus”) in connection
with the intended admission to trading and listing of its common
shares (“Common Shares”) on the regulated market of Euronext Milan
(“Admission”) in the context of the intended separation of the
relevant business segments from CNH Industrial N.V. (“CNH
Industrial”) to the Company by way of a Dutch law statutory
demerger (afsplitsing) (the “Demerger”). Listing of and first
trading on an ‘as-if-and-when-delivered’ basis in the Common Shares
on Euronext Milan under symbol IVG is currently expected to
commence on January 3, 2022 (the “First Trading Date”).
The Netherlands Authority for the Financial
Markets (Stichting Autoriteit Financiële Markten, the “AFM”) has
approved the Prospectus. The Prospectus is available on the website
of the Company (www.ivecogroup.com/investor_relations).
Anticipated timetable of the Demerger
and AdmissionSubject to acceleration or extension, the
timetable below lists the expected key dates for the Demerger and
the Admission:
November 11, 2021 |
Convocation of extraordinary general meeting of CNH Industrial |
December 23, 2021 |
Extraordinary general meeting of CNH Industrial to vote on
effecting the Demerger |
December 31, 2021 |
The record date for identification of shareholders of CNH
Industrial eligible to receive Common Shares and Special Voting
Shares (as defined below) |
December 31, 2021 |
Effecting of the Demerger through execution of the Dutch notarial
deed of demerger |
January 1, 2022 |
Effectiveness of the Demerger |
January 3, 2022 |
First day of trading of the Common Shares on Euronext Milan |
January 3, 2022 |
First day of trading of the CNH Industrial common shares “ex. Iveco
Group business” on both the NYSE and Euronext Milan |
About the CompanyThe Company is
a public company with limited liability (naamloze vennootschap)
incorporated under the laws of the Netherlands on June 16,
2021. The Company’s statutory seat (statutaire zetel) is in
Amsterdam, the Netherlands, and its principal office and business
address is Via Puglia n. 35, Turin, Italy. As a result of the
Demerger, the Company will become the holding company of a leading
global group engaged in the design, production, marketing, sale,
servicing, and financing of trucks, commercial vehicles, buses and
specialty vehicles for firefighting, defense and other uses, as
well as combustion engines, alternative propulsion systems,
transmissions and axles for those vehicles and engines and
alternative propulsion systems for agricultural and construction
equipment and for marine and power generation applications.
About the Demerger and
Admission
- At the date of this announcement,
CNH Industrial owns and controls the “Commercial and Specialty
Vehicles” business and the “Powertrain” business as well as the
related “Financial Services” business (together the “Iveco Group
Business”).
- It is the intention to separate the
Iveco Group Business from CNH Industrial by way of a statutory
demerger (juridische afsplitsing) to the Company on December 31,
2021. The Demerger is expected to become effective on January 1,
2022.
- As part of the Demerger and by
operation of law, each holder of common shares in the share capital
of CNH Industrial (the “CNH Common Shares”) will receive one Common
Share for every five CNH Common Shares which it holds (the
“Allotment Ratio”) on December 31, 2021 (the “Demerger Record
Date”) (such holder of CNH Common Shares on the Demerger Record
Date being a “CNH Shareholder”). The number of CNH Common Shares
(and CNH Special Voting Shares (as defined below) when applicable)
held by the CNH Shareholders will not change as a result of the
Demerger and the related allotment of Common Shares (and Special
Voting Shares (as defined below) when applicable).
- Each CNH Shareholder that, in
addition to holding CNH Common Shares, is registered in the loyalty
register of CNH Industrial (the “CNH Loyalty Register”) will be
registered in the loyalty register of the Company (the “Loyalty
Register”) for the corresponding number of Common Shares pursuant
to the Allotment Ratio. If such CNH shareholder also holds special
voting shares in the share capital of CNH Industrial (the “CNH
Special Voting Shares”), it will, by operation of law, receive a
number of special voting shares in the share capital of the Company
(the “Special Voting Shares” and together with the Common Shares
the “Shares”) that is equal to the number of Common Shares for
which it will be registered in the Loyalty Register. If such CNH
Shareholder is registered in the CNH Loyalty Register electing to
receive CNH Special Voting Shares upon completion of the required
holding period, it will also be registered in the Loyalty Register
electing to receive Special Voting Shares upon completion of the
required holding period, whereby the holding period to receive
Special Voting Shares shall be shortened by the period of time by
which such holder of Common Shares had already been registered in
the CNH Loyalty Register.
- As a result of the Demerger and
Admission, CNH Shareholders at the Demerger Record Date will
therefore become a shareholder of two independent public companies:
CNH Industrial and Iveco Group.
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) is
included in the Prospectus. 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.
Earlier announcements related to the
Demerger and AdmissionOn 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 Iveco Group, ahead of the Demerger and Admission,
is 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).
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
Media
contacts:
E-mail: mediarelations@cnhind.comLaura Overall, Tel: +44 207 7660
386 Rebecca Fabian,
Tel: +1 312 515 2249
Investor
contactsE-mail:
investor.relations@cnhind.comFederico Donati, Tel: +44 207 7660
386 Noah
Weiss, Tel: +1 630 887
3745
www.cnhindustrial.com
DISCLAIMER This 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 Not for release, publication or
distribution in whole or in part, directly or indirectly, in or
into any jurisdiction in violation of the relevant laws of such
jurisdiction, and the payment of dividends and distributions, as
well as share repurchases. 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.
-
2021111_PR_CNH_Industrial_Iveco_Group_Prospectus_Publication
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