Shareholders of Piaggio Holding Netherlands B.V. Amend Agreement
Milan, 30 June 2006 – With reference to Section I, Chapter 5, paragraph 220.127.116.11 and Chapter 18, paragraph 18.1 of the Prospectus for the Initial Public Offering for the admission to trading on the automated stock exchange (MTA, mercato telematico azionario) of Piaggio & C. S.p.A. ordinary shares, filed with Consob, the Italian stock exchange commission, on 16 June 2006 (the “Piaggio Prospectus”), it was announced that, since the time limit of the agreements drawn up on 10 May 2006 had expired on 29 June 2006, IMMSI S.p.A. and Scooter Holding 3 B.V. had today reached a new agreement regarding the exercise of the purchase option and the transfer of 28,334 class C shares held by Scooter Holding 3 B.V. for an overall price of Euro 78,454,000.
Under the terms of its agreement with Scooter Holding 3 B.V., IMMSI S.p.A. intends to exercise, after 1 July 2006, the above-mentioned purchase option on 28,334 Piaggio Holding Netherlands B.V. class C shares, for an overall price of Euro 78,454,000, in order to complete the transfer of the shares by the date envisaged for the commencement of trading of Piaggio ordinary shares on the MTA market.
With reference to Section I, Chapter 5, paragraph 18.104.22.168 and Chapter 18, paragraph 18.4 of the Piaggio Prospectus, it was also announced that today the shareholders of Piaggio Holding Netherlands B.V. (IMMSI S.p.A., Scooter Holding 3 B.V., PB S.r.l.), Scooter Holding 1 S.r.l. and Piaggio & C. S.p.A. had agreed to extend the occurrence date for the condition subsequent of their general agreement signed on 10 May 2006 2 (originally set for 30 June 2006), whereby the general agreement will be invalidated if Piaggio & C. S.p.A. ordinary shares commence trading on the MTA market before 15 July.
Among other things, the agreement establishes the criteria for the apportionment among the shareholders of Piaggio Holding Netherlands B.V. of the proceeds from the Global Initial Public Offering for the admission to trading on the MTA market of Piaggio & C. S.p.A. ordinary shares.
This announcement is not an offer for sale of securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Piaggio & C. S.p.A. does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into the United States, Canada, Australia or Japan.
This communication is directed only at persons who (i) are outside of the United Kingdom or (ii) have professional experience in matters relating to investments or (iii) 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 2001 (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.