Maranello, Italy 6 July 2023 - Ferrari N.V. (NYSE/EXM: RACE) (Ferrari or the Company) announces an invitation to eligible holders (subject to the offer restrictions referred to below) of the Company’s outstanding €650,000,000 1.500 per cent. Notes due 27 May 2025 (ISIN: XS2180509999) (the Notes) to tender their Notes for purchase by the Company for cash up to an aggregate nominal amount of €175,000,000 (the Maximum Acceptance Amount) (the Offer).
The Offer is made on the terms and subject to the conditions set out in the tender offer memorandum dated 6 July 2023 (the Tender Offer Memorandum).
Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
| Description of the Notes | ISIN | Outstanding Nominal Amount | Benchmark Rate | Purchase Spread | Maximum Acceptance Amount * |
| €650,000,000 1.500 per cent. Notes Due 27 May 2025 | XS2180509999 | €650,000,000 | Interpolated Mid-Swap Rate | -10 bps. (the Purchase Spread) | €175,000,000 |
* The Company reserves the right, in its sole and absolute discretion and for any reason, to increase or decrease the Maximum Acceptance Amount.
Rationale for the Offer
The Offer is being made as part of the Company’s active management of its financial liabilities and the purpose of the Offer is to pro-actively manage the Company’s upcoming redemptions and debt maturity profile. The Company’s intention is to cancel all of the Notes that have been accepted for purchase pursuant to the Offer.
Purchase Price and Accrued Interest
- Company will pay, for the Notes accepted by it for purchase pursuant to the Offer, a price (the Purchase Price, expressed as a percentage and rounded to the third decimal place, with 0.0005 being rounded upwards), as described below.
- Purchase Price shall be determined at or around 2.00 p.m. (Rome time) (the Pricing Time) on 14 July 2023 (the Pricing Date) in the manner described in the Tender Offer Memorandum by reference to a yield (such yield, the Purchase Yield) calculated as the sum of (a) a purchase spread of -10 bps (the Purchase Spread) and (b) the Interpolated Mid-Swap Rate (as defined in the Tender Offer Memorandum). The Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the Notes, and is intended to reflect a yield to maturity of the Notes on the Settlement Date equal to the Purchase Yield.
- Company will also pay an Accrued Interest Payment in respect of the Notes accepted for purchase pursuant to the Offer.
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