ADVERTISEMENT. This
announcement is an advertisement for the purposes of Regulation
(EU) 2017/1129, as amended (the “Prospectus Regulation”) relating
to the intention of Iveco Group N.V. (“Iveco Group”) 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, Iveco Group, CNH Industrial N.V.
(“CNH Industrial”), any of their advisors or any representative of
Iveco Group 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 Iveco Group. 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 securities.
London, November 11, 2021
CNH Industrial N.V. (NYSE/Euronext Milan: CNHI)
(“CNH Industrial”) announces today that Iveco Group N.V. (“Iveco
Group”) publishes the prospectus (the “Iveco Group Prospectus”) in
connection with the intended admission to trading and listing of
the common shares in the share capital of Iveco Group (“Common
Shares”) on the regulated market of Euronext Milan (“Admission”) in
the context of the intended separation of the commercial and
specialty vehicles business, the powertrain business, and the
dedicated financial services business from CNH Industrial to Iveco
Group 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 Netherlands Authority for the Financial
Markets (Stichting Autoriteit Financiële Markten, the “AFM”) has
approved the Iveco Group Prospectus. The Iveco Group Prospectus is
available on the website of Iveco Group
(http://www.ivecogroup.com/investor_relations/).
As a result of the Demerger, each holder of CNH
Industrial common shares (and special voting shares as the case may
be) will receive one Iveco Group share for every five CNH
Industrial common shares (or special voting share as the case may
be) held. Further details on the mechanics of this allotment ratio
are available in the Prospectus.Upon consummation of the Demerger,
CNH Industrial and Iveco Group will become two fully independent
listed companies.
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 securities.
In connection with the Demerger, CNH Industrial
is convening an Extraordinary General Meeting of its shareholders
(“EGM”) on Thursday, December 23, 2021, to approve the Demerger and
to appoint two new non-executive directors, Ms. Catia Bastioli and
Ms. Åsa Tamsons. At the EGM, Mr. Tufan Erginbilgic and Mr. Lorenzo
Simonelli will voluntarily resign from office.
The agenda and the draft resolutions with
explanatory notes that will be submitted to the vote of the
shareholders of CNH Industrial, as well as the terms of
participation in the EGM, are available on the CNH Industrial
website (www.cnhindustrial.com/Investor Relations/Shareholder
Meetings).
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, Iveco
Group, CNH Industrial, any of its advisors or any representative of
Iveco Group 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. Iveco Group 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 Iveco Group’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 Iveco Group 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 Iveco Group’s control. CNH
Industrial and Iveco Group 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.
Iveco Group 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.
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
- 20211111_PR_CNH_Industrial_EGM_Iveco_Group_Prospectus
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