Aeroporti di Roma S.p.A. (the “Company”) hereby announces its intention to issue, under the Euro Medium Term Notes Programme, as last updated on 22 May 2017, senior non-convertible notes, up to an aggregate principal amount of Euro 500 million, to be placed with qualified investors (the “New Notes”).

The issue of the New Notes, which is subject to favourable market conditions, will, inter alia, be applied towards the early partial refinancing of the “€600,000,000 3.250 per cent. Notes due 20 February 2021” listed on the Irish Stock Exchange (ISIN Code XS1004236185) (the “2021 Issuance”). The aim of the transaction is to extend the average length of the Group’s indebtedness, as well as maintain a suitable level of liquidity for the purposes of supporting the Company and the Group’s operational needs.

Pursuant to the agreements entered into today with the Company, BNP Paribas S.A., in its capacity as offeror (the “Offeror”), will launch a cash tender offer addressed to the holders of the notes representing the 2021 Issuance (the “Existing Notes”), up to a nominal amount to be determined by the Offeror at its own discretion by reference to the aggregate principal amount of the Existing Notes tendered for purchase pursuant to the tender offer, which in any event shall not be higher than €200,000,000 (the “Tender Offer”).

The Tender Offer, which terms and conditions are set forth in the tender offer memorandum dated 24 May 2017 (the “Tender Offer Memorandum”), is, inter alia, subject to (i) the pricing of the New Notes, (ii) the signing of a subscription agreement relating to the New Notes (the “Subscription Agreement”) and (iii) such Subscription Agreement remaining in full force and effect as at the settlement date for the Tender Offer.

The Offeror is not under any obligation to accept for purchase any Existing Notes tendered pursuant to the Tender Offer. The acceptance for purchase by the Offeror of the Existing Notes is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason.

If the Offeror decides to accept valid tenders of Existing Notes pursuant to the Tender Offer, the total amount (rounded to the nearest €0.01, with €0.005 rounded upwards) that, on the settlement date, will be paid by the Offeror to each noteholder whose Existing Notes have been accepted for purchase is equal to the sum of:

1. the product of (i) the aggregate principal amount of the Existing Notes accepted for purchase from such noteholder pursuant to the Tender Offer and (ii) the purchase price to be determined in the manner described in the Tender Offer Memorandum by reference to the purchase yield (showed in the table below); and
2. the interests accrued on the relevant Existing Notes, from (and including) the preceding interest payment date to (but excluding) the settlement date for the Tender Offer.

If the aggregate principal amount of the Existing Notes validly tendered for purchase pursuant to the Tender Offer is greater than the amount of Existing Notes that the Offeror intends to purchase, the Offeror will accept the relevant tenders on a pro rata basis, as set out in the Tender Offer Memorandum.

The table below sets forth the terms and conditions of the Tender Offer.

The Tender Offer, which starts today, will expire on 31 May 2017, subject to the right of the Offeror to extend, re-open, amend and/or terminate the offer. The settlement date for the Tender Offer is expected to fall on 6 June 2017.

Further information on the terms and conditions of the Tender Offer are set out in the Tender Offer Memorandum.

This notice does not constitute an invitation to participate in the Tender Offer in any jurisdiction in which, or to any person to whom or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws and regulations. The distribution of this notice or the Tender Offer Memorandum in certain jurisdictions may be restricted by law and regulations. Persons into whose possession this notice comes are required to inform themselves about, and to observe, any such restrictions.

Specific restrictions are included in the Tender Offer Memorandum.

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