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Offering Memorandum IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL BUYERS (“QIBs”) WITHIN THE MEANING OF RULE 144A (“RULE 144A”) UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR (2) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S (“REGULATION S”) UNDER THE U.S. SECURITIES ACT. IMPORTANT: You must read the following before continuing. The following applies to the offering memorandum following this notice, and you are therefore advised to read this carefully before reading, accessing or making any other use of the offering memorandum. In accessing the offering memorandum, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of Your Representation: In order to be eligible to view the offering memorandum or make an investment decision with respect to the securities, investors must be either (1) QIBs or (2) purchasing the securities in an offshore transaction outside the United States in reliance on Regulation S. The offering memorandum is being sent at your request. By accepting the e-mail and accessing the offering memorandum, you shall be deemed to have represented to us that: (1) you consent to delivery of such offering memorandum by electronic transmission, and (1) either: (a) you and any customers you represent are QIBs, or (b) the e-mail address that you gave us and to which this Offering Memorandum has been delivered is not located in the United States (as defined in Regulation S) and if you are resident in a Member State of the European Economic Area, you are a qualified investor. Prospective purchasers that are QIBs are hereby notified that the seller of the securities will be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act pursuant to Rule 144A. You are reminded that this offering memorandum has been delivered to you on the basis that you are a person into whose possession this offering memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this offering memorandum to any other person. This document is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons. This offering memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither the Initial Purchaser nor any director, officer, employee or agent thereof or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the offering memorandum distributed to you in electronic format and the hard copy version available to you on request from the Initial Purchaser. The information in this offering memorandum is not complete and may be changed. This offering memorandum is not an offer to sell these securities and it is not soliciting offers to buy these securities in any jurisdiction where such offer or sale is not permitted. OFFERING MEMORANDUM NOT FOR GENERAL CIRCULATION CONFIDENTIAL IN THE UNITED STATES Pro-Gest S.p.A. €250,000,000 3.25% Senior Notes due 2024 Guaranteed on a senior basis by certain of its subsidiaries Pro-Gest S.p.A., incorporated as a joint stock company (società per azioni) under the laws of the Republic of Italy (the “Issuer” or the “Company”) is offering (the “Offering”) €250,000,000 aggregate principal amount of 3.25% Senior Notes due 2024 (the “Notes”). The Notes will be issued pursuant to an indenture (the “Indenture”) to be dated on or about December 14, 2017 (the “Issue Date”) between, among others, the Issuer, the Guarantors (as defined below) and The Law Debenture Trust Corporation p.l.c., as trustee (the “Trustee”). The Notes will bear interest at a rate of 3.25% per annum. Interest on the Notes will be payable semi-annually in arrears on June 15 and December 15 of each year, commencing on June 15, 2018. The Notes will mature on December 15, 2024. Prior to December 15, 2020, the Issuer may redeem all or a portion of the Notes by paying a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, plus a “make-whole” premium. In addition, on or before December 15, 2020, the Issuer may also redeem up to 40% of the Notes with the net proceeds from one or more equity offerings. At any time on or after December 15, 2020, the Issuer may redeem some or all the Notes at the redemption prices set forth in this offering memorandum (the “Offering Memorandum”). Upon the occurrence of certain events constituting a change of control, the Issuer may be required to make an offer to repurchase all of the Notes at a redemption price equal to 101% of the principal amount thereof. In addition, in the event of the occurrence of certain developments in applicable tax law, the Issuer may redeem all, but not less than all, of the Notes at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest and additional amounts, if any. See “Description of the Notes” for further information. The Notes will be senior obligations of the Issuer and will rank equal in right of payment with all of the Issuer’s existing and future senior indebtedness and will rank senior to all of the Company’s future indebtedness that is subordinated in right of payment to the Notes. The Notes will be guaranteed on a senior basis by certain of our subsidiaries (the “Guarantors”) as described under “Description of the Notes—The Guarantees” (the “Guarantees”). The Guarantee by each Guarantor will rank pari passu in right of payment with all existing and future obligations of such Guarantor that is not subordinated in right of payment to such Guarantor’s Guarantee and senior in right of payment to all of the existing and future indebtedness of such Guarantor that is subordinated in right of payment to such Guarantor’s Guarantee, will be effectively subordinated to any existing and future indebtedness of such Guarantor that is secured by property or assets that do not secure such Guarantee, to the extent of the value of the property and assets securing such indebtedness, and will be structurally subordinated to all obligations of such Guarantor’s subsidiaries that do not guarantee the Notes. The validity and enforceability of the Guarantees and the liability of each Guarantor will be subject to the limitations under “Certain insolvency law considerations and limitations on validity and enforceability of the Guarantees.” The Guarantees may be released under certain circumstances. See “Risk factors—Risks related to our Indebtedness, the Notes and the Guarantees” and “Certain insolvency law considerations and limitations on validity and enforceability of the Guarantees.” Subject to and as set forth in “Description of the Notes—Withholding Taxes,” the Issuer will not be liable to pay any additional amounts to holders of the Notes in relation to any withholding or deduction required pursuant to Italian Legislative Decree No. 239 of April 1, 1996 (as the same may be amended or supplemented from time to time) (“Decree No. 239”) where the Notes are held by a person resident in a country that is not included in the list issued under Article 11(4)(c) of Decree No. 239, and otherwise in the circumstances as described in “Description of the Notes—Withholding Taxes.” This Offering Memorandum includes information on the terms of the Notes, including redemption and repurchase prices, covenants and transfer restrictions.
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