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ADVERTISEMENT . This announcement is an commercial for the needs of Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”) referring to the intention of Iveco Group N.V. (the “Firm”) to proceed with the proposed first admission to itemizing and buying and selling of the entire widespread shares of the Firm on the regulated market of Euronext Milan (the “Admission”). This announcement doesn’t represent or kind a part of a prospectus inside the that means of the Prospectus Regulation and has not been reviewed nor authorized by any regulatory or supervisory authority in any jurisdiction, together with any member state of the European Financial Space (every, an “EEA Member”), the UK and the US. This announcement is for data functions solely and isn’t meant to represent, and shouldn’t be construed as, a suggestion by or invitation by or on behalf of, the Firm, CNH Industrial N.V (“CNH Industrial”), any of their advisors or any consultant of the Firm or CNH Industrial or any of their advisors, to buy any securities or a suggestion to promote or subject, or the solicitation to purchase securities by any particular person in any jurisdiction, together with any EEA Member, the UK or the US. The approval of the Prospectus (as outlined under) by the Netherlands Authority for the Monetary Markets (Autoriteit Financiële Markten, the “AFM”) shouldn’t be understood as an endorsement of the standard of the Shares (as outlined under) and the Firm. Potential buyers ought to learn the Prospectus earlier than investing resolution with a purpose to absolutely perceive the potential dangers and rewards related to the choice to spend money on the Shares.
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London / Turin, December 31, 2021
Immediately CNH Industrial N.V. (“CNH Industrial”) and Iveco Group N.V. (“Iveco Group” or the “Firm”) have executed the deed of demerger whereby, efficient January 1, 2022, the related Iveco Group enterprise segments will separate from CNH Industrial (the “Demerger”) and Iveco Group will grow to be a public listed firm unbiased from CNH Industrial (the “Admission”). As beforehand introduced, Iveco Group widespread shares will start buying and selling on Euronext Milan, a regulated market organised and managed by Borsa Italiana S.p.A., on January 3, 2022 below the ticker image ‘IVG’.
On this transaction CNH Industrial was suggested by Morgan Stanley & Co. LLC, BofA Securities, and Barclays Financial institution Eire PLC. Citi and BNP Paribas suggested Iveco Group on the transaction. Goldman Sachs & Co. LLC and JP Morgan Securities LLC supplied monetary recommendation. Intesa Sanpaolo S.p.A. and UniCredit Financial institution AG, Milan Department acted as sponsors for the Admission.
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For additional data, please see the paperwork out there at IVG’s web site ( www.ivecogroup.com/investor_relations ).
Threat Components
Investing within the Firm entails sure dangers. An outline of those dangers, which embrace dangers referring to the Firm in addition to dangers referring to the Demerger, the Admission, and the Widespread Shares and particular voting shares within the share capital of the Firm (the “Particular Voting Shares” and along with the Widespread Shares, the “Shares”) is included within the prospectus ready in reference to the Demerger and Admission (the “Prospectus”) and within the complement to the Prospectus (the “Complement”). Potential buyers ought to learn the Prospectus and the Complement earlier than investing resolution with a purpose to absolutely perceive the potential dangers and rewards related to the choice to spend money on the Shares.
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Earlier bulletins associated to the Demerger and Admission
On December 27, 2021 CNH Industrial and the Firm introduced that Borsa Italiana S.p.A has admitted Iveco Group N.V. widespread shares to itemizing on Euronext Milan, a regulated market organised and managed by Borsa Italiana, and that Iveco Group has additionally submitted to Borsa Italiana the appliance for admission to buying and selling of its widespread shares on Euronext Milan. On December 23, 2021 CNH Industrial introduced that CNH Industrial extraordinary shareholders’ assembly authorized the Demerger. On December 22, 2021, CNH Industrial introduced that the Netherlands Authority for the Monetary Markets ( Stichting
Autoriteit
Financiële
Markten , the “AFM”) has authorized the Complement to the Prospectus. On December 17, 2021, CNH Industrial introduced the publication of mixed monetary figures for each its ‘Off-Freeway’ and ‘On-Freeway’ companies. On December 9, 2021, CNH Industrial and the Firm introduced the ranking assigned to the Firm by Fitch Rankings. On November 18, 2021, CNH Industrial and the Firm introduced the Firm’s enterprise, technique and 2026 monetary ambitions. On November 11, 2021, CNH Industrial and the Firm introduced the approval and publication of the Prospectus. On September 3, 2019, CNH Industrial introduced the intention to separate the related enterprise segments of the Firm’s from CNH Industrial and to confess the Firm’s shares to itemizing and buying and selling on a regulated market. On June 11, 2021 and on July 5, 2021, CNH Industrial introduced administration adjustments for the Firm in view of the Demerger and Admission. On October 18, 2021, CNH Industrial additional introduced that an Investor Day in respect of the Firm, forward of the Demerger and Admission, was to be held on November 18, 2021. These press releases can be found on the company web site of CNH Industrial ( www.cnhindustrial.com/en-us/investor_relations ) and/or on the company web site of the Firm ( www.ivecogroup.com/investor_relations ).
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CNH Industrial
N.V. (NYSE: CNHI /
M I : CNHI) is a worldwide chief within the capital items sector with established industrial expertise, a variety of merchandise and a worldwide presence. Every of the person manufacturers belonging to the Firm is a serious worldwide pressure in its particular industrial sector: Case IH, New Holland Agriculture and Steyr for tractors and agricultural equipment; Case and New Holland Development for earth transferring tools; Iveco for industrial autos; Iveco Bus and Heuliez Bus for buses and coaches; Iveco Astra for quarry and building autos; Magirus for firefighting autos; Iveco Defence Automobiles for defence and civil safety; and FPT Industrial for engines and transmissions. Extra data could be discovered on the company web site: www.cnhindustrial.com
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Iveco Group N.V. , after the completion of the D emerger as introduced on November 11, 2021 (and anticipated to be efficient on January 1, 2022 ), would be the mother or father firm of the vehicles and specialty autos, powertrain and associated monetary companies companies at the moment held by CNH Industrial. Iveco Group will due to this fact personal and function eight distinctive, but unified industrial manufacturers: IVECO, a pioneering champion that designs, manufactures and commercializes heavy, medium and light-weight responsibility industrial autos; FPT Industrial, a worldwide chief in offering its huge array of superior powertrain applied sciences to prospects in agriculture, building, marine, energy era, and industrial autos alike; IVECO BUS and HEULIEZ, premium and mass-transit bus and coach manufacturers; Iveco Defence Automobiles, for highly-specialized defence and civil safety tools; ASTRA, a worldwide professional in giant scale heavy responsibility quarry and building autos; Magirus , the industry-reputed firefighting car and tools producer; and IVECO CAPITAL, the financing arm which helps all of them, serving because the cornerstone of Iveco Group’s new enterprise fashions. Additional details about Iveco Group is
out there on the corporate’s web site www.ivecogroup.com
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Media contacts :
E-mail: mediarelations@cnhind.com
Francesco Polsinelli, Tel: +39 335 1776091
Laura General, Tel: +44 207 7660 386
Investor contact s
E-mail: investor.relations@cnhind.com
Federico Donati, Tel: +44 207 7660 386
Noah Weiss, Tel: +1 630 887 3745
www.cnhindustrial.com
DISCLAIMER
This announcement doesn’t represent a prospectus inside the that means of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be printed when securities are provided to the general public or admitted to buying and selling on a regulated market, as amended (the “Prospectus Regulation”), and shares in Iveco Group N.V. might be allotted in circumstances that don’t represent “a suggestion to the general public” inside the that means of the Prospectus Regulation. This announcement just isn’t meant for distribution in jurisdictions that require prior regulatory overview and authorization to distribute an announcement of this nature.
The discharge, publication or distribution of this announcement in sure jurisdictions could also be restricted by legislation and due to this fact individuals in such jurisdictions into which they’re launched, printed or distributed, ought to inform themselves about, and observe, such restrictions.
This announcement is an commercial and never a prospectus inside the that means of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be printed when securities are provided to the general public or admitted to buying and selling on a regulated market, as amended (the “Prospectus Regulation”). With respect to the member States of the European Financial Space, no motion has been undertaken or might be undertaken to make a suggestion to the general public of the securities referred to herein requiring a publication of a prospectus in any related member State. In consequence, the securities could not and won’t be provided in any related member State besides pursuant to a prospectus authorized by the related market authorities in that member State or in accordance with the exemptions set forth in Article 3(2) of the Prospectus Regulation, if they’ve been applied in that related member State, or below another circumstances which don’t require the publication of a prospectus pursuant to Article 3 of the Prospectus Regulation and/or to relevant rules of that related member State. This announcement just isn’t meant to represent, and shouldn’t be construed as, a suggestion by or invitation by or on behalf of, the Firm, CNH Industrial, any of its advisors or any consultant of the Firm or CNH Industrial or any of their advisors, to buy any securities or a suggestion to promote or subject, or the solicitation to purchase securities by any particular person in any jurisdiction, together with any EEA Member, the UK or the US.
The securities referred to herein might not be provided or offered in the US of America absent registration or an relevant exemption from registration below the U.S. Securities Act of 1933, as amended. The Firm and CNH Industrial don’t intend to register all or any portion of the providing of the securities in the US of America or to conduct a public providing of the securities in the US of America.
This announcement doesn’t represent a suggestion of securities to the general public in the UK. This announcement is being distributed to and is directed solely at (i) individuals who’re exterior the UK or (ii) individuals who’re funding professionals inside the that means of Article 19(5) of the Monetary Companies and Markets Act 2000 (Monetary Promotion) Order 2005 (the “Order”) and (iii) excessive web value entities, and different individuals to whom it might lawfully be communicated, falling inside Article 49(2)(a) to (d) of the Order (all such individuals collectively being known as “Related Individuals”). Any funding exercise to which this announcement relates will solely be out there to and can solely be engaged with, Related Individuals. Any one that just isn’t a Related Particular person mustn’t act or depend on this doc or any of its contents.
This announcement could embrace statements, together with with respect to CNH Industrial’s and the Firm’s monetary situation, outcomes of operations, enterprise, technique, plans and outlook, together with the impression of sure transactions. These forward-looking statements could be recognized by way of forward-looking terminology, together with the phrases “believes”, “estimates”, “anticipates”, “expects”, “intends”, “plans”, “targets”, “could”, “will” or “ought to” or, in every case, their destructive or different variations or comparable terminology. These forward-looking statements are made as of the date of this announcement. Though CNH Industrial and the Firm consider that such forward-looking statements are primarily based on cheap assumptions, such statements are usually not ensures of future efficiency. By their nature, forward-looking statements contain dangers and uncertainties as a result of they relate to occasions and rely on circumstances which will or could not happen sooner or later. Such forward-looking statements are included for illustrative functions solely. Precise outcomes could differ materially from the forward-looking statements on account of quite a few dangers and uncertainties, lots of that are exterior CNH Industrial and the Firm’s management. CNH Industrial and the Firm expressly disclaim any intention or obligation to offer, replace or revise any forward-looking statements on this announcement to replicate any change in expectations or any change in occasions, circumstances or circumstances on which these forward-looking statements are primarily based.
The value and worth of securities could go up in addition to down. Individuals needing recommendation ought to contact knowledgeable adviser. Data on this announcement or any of the paperwork referring to the Admission and the Demerger can’t be relied upon as a information to future efficiency.
The Firm could determine to not go forward with the Admission and CNH Industrial could determine to not go forward with the Demerger and there may be due to this fact no assure that the Admission and the Demerger will happen. You shouldn’t base your monetary resolution on this announcement. Buying investments to which this announcement relates could expose an investor to a major danger of shedding the entire quantity invested.
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