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Biesse and HSD joint press release

Biesse S.p.A. (Biesse) and its subsidiary HSD S.p.A. (HSD) announce that today, 26 March 2018, HSD:

  • Presented to Borsa Italiana S.p.A. a request for the admission to the listing of its ordinary shares on the Italian Equities Market (Mercato Telematico Azionario - MTA) organised and managed by Borsa Italiana S.p.A. and

  • Together with Biesse, deposited at the Commissione Nazionale per le Società e la Borsa (Consob) – the Italian financial markets regulatory authority – a request for authorisation to publish its information prospectus published in accordance with article 113 of Legislative Decree no. 58 of 24 February 1998 and article 52 of the regulation adopted by Consob resolution no. 11971 of 14 May 1999.

The presentation of these requests is the result of analyses conducted by Biesse to identify the optimum course for HSD to take to allow it to best take advantage of the current and future significant development opportunities available in their core markets. It is expected that the proposed listing of HSD on the Italian Equities Market should be achieved through a reserved private placing with qualified Italian and foreign institutional investors, excluding those in the United States f America, Australia, Canada and Japan and other countries, for which specific authorisation is required. The placing will involve both newly issued ordinary shares in HSD and existing ordinary shares being sold by Biesse. Although the size, terms and conditions of the offer have not yet been finalised, it is expected that Biesse will retain full control of HSD.

With regard to the above proposals, Banca IMI (Gruppo Intesa Sanpaolo) will operate as Global Coordinator and, together with BNP Paribas as Joint Bookrunner. Banca IMI will also be Sponsor to the issue. HSD’s legal advisors are DLA Piper, while the Global Coordinator will be assisted by the legal firms Bonelli Erede and Cleary Gottlieb Steen & Hamilton.
 

The distribution of this press release, directly or indirectly, in or into the United States, Canada, Australia or Japan is prohibited. This press release (and the information contained herein) does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase securities, in the United States, Canada, Australia or Japan or any other jurisdiction where such an offer or solicitation would require the approval of local authorities or otherwise be unlawful (the “Other Countries”). The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or pursuant to the corresponding regulations in force in the Other Countries and may not be offered or sold in the United States unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. Neither HSD S.p.A. nor Biesse S.p.A. intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from HSD S.p.A. and/or Biesse S.p.A. and will contain detailed information about the company and management, as well as financial statements.

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