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12 Jan 2022 10:06
BFF: additional tier 1 bond issuance

Milan, 12 January 2022 – BFF Bank S.p.A. (the “Bank”) has mandated Morgan Stanley to arrange  a potential bond issuance to be qualified as additional tier 1 capital in accordance with applicable  laws and regulations.

The proposed issuance, with perpetual maturity, will be placed, subject to market conditions, with institutional investors in Italy and abroad, with the exclusion ofthe United States of America in accordance with Regulation S under the United States Securities Act of 1933, Canada, Australia, Japan or any other country where the offer or sale of the notes is forbidden under applicable laws; and will be listed on the MTF of Euronext Dublin.

Piergiorgio Bicci, CFO, BFF Banking Group, commented: “By launching this new transaction we aim at achieving several objectives, such as to optimize and strengthen the regulatory capital structure of the Bank and diversify its funding sources. In addition, the bond issuance will strengthen the leverage ratio and meet future MREL requirements, as well as provide support for growth and allow greater flexibility for potential M&A transactions, due to improved capital ratios, in line with our growth plan”.

 

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This press release does not constitute an offer to sell securities in the United States of America. The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under any other securities laws of any state of the United States of America or in Australia, Canada or Japan, or in any other jurisdiction in which such offer or solicitation is subject to the approval of the local authorities or would, in any event, be unlawful.

The securities mentioned herein may not be offered or sold in the United States of America to, or on behalf of,or for the benefit of, a U.S. person (a “U.S. person”, as defined in Regulation S of the Securities Act), unless they are registered under the Securities Act or an exemption under the Securities Act is available. In Member States of the European Economic Area (the “EEA”), this release is only intended for and may only be addressed to persons classified as “qualified investors” (the "Qualified Investors") pursuant to article 2(e) of Regulation (EU) 2017/1129.

This announcement is directed only at persons (i) who are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order") or (ii) who have professional experience in matters relating to investments falling within Article 19(5) of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates is only available to relevant persons and will be engaged in only with relevant persons, or in the EEA, with Qualified Investors. Any person who is not a relevant person, a Qualified Investor or otherwise permitted under applicable law or regulation to access this announcement, should not act or rely on this announcement.

MiFID II professionals/ECPs-only / No PRIIPs KID – Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) pursuant to Regulation (EU) 1286/2014 (the “PRIIPS Regulation”) has been prepared as not available to retail in EEA.

This release does not constitute an offer to sell or a solicitation to purchase financial instruments. No action has been or will be taken to allow a public offering of the bonds in any jurisdiction, including Italy. This release (and the information contained herein) may not be published or distributed, directly or indirectly, in the United States of America, or in Australia, Canada or Japan, or in any other country in which such publication or distribution would be subject to the approval of the local authorities or would, in any event, be unlawful.