2 Sept 2016 09:00
Consent Solicitation for Banca Farmafactoring S.p.A.’s €300,000,000 2.75 per cent. Notes due 2017

Banca Farmafactoring S.p.A. (the Issuer) today announces an invitation to holders (the Noteholders) of the €300,000,000 2.75 per cent. Notes due 2017 (ISIN: XS1075173085) (the Notes) to consider and, if thought fit, pass an Extraordinary Resolution to grant a waiver of compliance with certain Conditions (the Consent Solicitation), being made on the terms and subject to the conditions contained in the consent solicitation memorandum dated 2 September 2016 (the Consent Solicitation Memorandum).

Copies of the Consent Solicitation Memorandum are available from the Solicitation Agent and the Tabulation Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Consent Solicitation Memorandum.

Details of the Consent Solicitation

The Issuer is seeking the consent of the Noteholders to waive all and any events of default under the Conditions that have arisen or may arise as a result of a cross-default and/or any other default, potential event of default or event of default (howsoever described) under the Issuer's and/or any of its subsidiaries’ loan agreements, credit agreements, debt instruments and/or other obligations, that may have arisen or may arise directly or indirectly (including as a result of any default under any other obligation), from or in connection with, the Delisting of Magellan S.A., the Polish subsidiary of the Issuer.

A Delisting would be an event of default under the terms and conditions of the two outstanding bonds of Magellan (the mBank Bonds and the Alior Bonds) and Magellan’s Default would, in turn, trigger the Issuer’s Default.

The Issuer's objective is, therefore, to prevent and/or cure all or any potential event of default, event of default and/or cross-default that may have arisen or may arise under the Issuer's indebtedness, directly or indirectly, as a result of, or in connection with, the potential Delisting.

Subject to the Extraordinary Resolution becoming effective, Noteholders (other than Ineligible Noteholders) who validly vote in favour of the Proposal by delivering or procuring the delivery of a valid Consent Instruction will be entitled to receive the Consent Fee on the Payment Date, if a valid Consent Instruction has been delivered by the Expiration Deadline, equal to 0.35 per cent. of the aggregate principal amount of the Notes which are the subject of the relevant Consent Instruction.

Questions and requests for assistance in connection with (i) the Consent Solicitation may be directed to the Solicitation Agent, and (ii) the delivery of Consent Instructions may be directed to the Fiscal Agent, the contact details for each of which are set out below. Consent Solicitation Agent:

Morgan Stanley & Co. International plc (+44 20 7677 5040, liabilitymanagementeurope@morganstanley.com)

Fiscal and Tabulation Agent: Citibank, N.A., London Branch (+44 20 7508 3867, Exchange.gats@citi.com