TURIN, 17-9-2014 — /EuropaWire/ — Fiat S.p.A. announces that it intends to proceed, subject to market conditions, with a note issuance denominated in Swiss Francs. The notes are to be issued in benchmark size for the Swiss market by Fiat Finance and Trade Ltd., société anonyme, a wholly-owned subsidiary of Fiat S.p.A., under the Global Medium Term Note Programme guaranteed by Fiat S.p.A.. The final terms of the offering will be determined on the basis of market conditions at the time of pricing. In case of issuance, Fiat Finance and Trade Ltd., société anonyme will make an application for the notes to be admitted for listing and trading on the Swiss Stock Exchange (SIX Swiss Exchange).
The notes will only be offered and sold outside the United States to institutional investors that are non “U.S. persons” (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) and have not been and will not be registered under the Securities Act or any other securities laws. The notes will not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This press release shall not constitute an offer to sell or an offer of financial products, nor shall there be any sale of these notes in any state or jurisdiction in which such an offer or sale would be unlawful. No action has been or will be taken to permit a public offering of the notes in any jurisdiction (Italy included), other than in Switzerland.
This press release is not an offer of securities for sale or an offer of financial products in the United States or any other jurisdiction, including Italy. The securities of Fiat Finance and Trade Ltd, société anonyme, which are guaranteed by Fiat S.p.A., may not be offered or sold in the United States or to or for the account or benefit of “U.S. persons” (as such term is defined in Regulation S under the Securities Act) unless registered under the Securities Act or pursuant to an exemption from such registration. Such securities have not been, nor will be, registered under the Securities Act. Any public offer of securities in the United States will be made by means of a prospectus that will contain detailed information about Fiat Finance and Trade Ltd, société anonyme and its management, as well as financial statements. Neither Fiat Finance and Trade Ltd, société anonyme nor Fiat S.p.A. has any intention of making such a public offering of the notes in the United States or elsewhere, other than in Switzerland.
The offering of the notes has not been cleared by the Commissione Nazionale per le Societá e la Borsa (CONSOB), pursuant to Italian securities legislation. Accordingly, the Notes have not been and will not be offered, sold or delivered in Italy in a solicitation to the public (sollecitazione all’investimento), and the notes may only be offered, sold or delivered in Italy in compliance with applicable laws and regulations.
This press release is directed only (i) to persons who are outside the United Kingdom, (ii) to persons who 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”) or (iii) to high net worth entities falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order (all such persons together being referred to as “Relevant Persons”). This press release must not be acted on or relied on by persons who are not Relevant Persons. Any investment activity to which this press release relates is reserved for Relevant Persons only and may only be engaged in by Relevant Persons. This press release contains forward-looking statements.
These statements reflect current beliefs, as well as assumptions made by, and information available to, the entities referred to in this press release. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual future results and developments could differ materially from those set forth in these statements due to various factors. These factors include, among others, changes in the general economic and competitive situation, particularly in Fiat S.p.A. Group’s businesses and markets. In addition, future results and developments could be affected by the performance of financial markets, fluctuations in exchange rates and changes in national and supranational law. None of the companies referenced in this press release undertake any obligation to update forward-looking statements.
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