Milan, 25 November 2016. A2A S.p.A. (the Offeror) hereby announces that it invites all holders (the Noteholders) of its outstanding €750,000,000 4.500 per cent. Notes due 28 November 2019 (ISIN: XS0859920406) (the Existing 2019 Notes) and its outstanding €500,000,000 4.375 per cent. Notes due 10 January 2021 (ISIN: XS0951567030) (the Existing 2021 Notes and together with the Existing 2019 Notes, the Existing Notes and each a Series) to tender their Existing Notes for purchase by the Offeror for cash up to a maximum aggregate nominal amount to be determined by the Offeror in its sole and absolute discretion (the Maximum Acceptance Amount), subject to the satisfaction of the conditions described in the tender offer memorandum dated 25 November 2016 (the Tender Offer Memorandum) (the Offers and each an Offer).
The Offers are subject to the offer and distribution restrictions set out below. Capitalised terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Tender Offer Memorandum.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT)) (EACH, A U.S. PERSON) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
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