Corporación Económica Delta, S.A.: Invitation

21 September 2020

Barcelona, Spain. Sociedad Anónima Damm ("DAMM", the "Company") announced on 14 September 2020 the invitation by its wholly owned subsidiary Corporación Económica Delta, S.A. (the "Offeror") to the holders ("Bondholders") of its outstanding €200,000,000 1.00 per cent. Secured Guaranteed Exchangeable Bonds due 2023 guaranteed by the Company, exchangeable into existing ordinary shares of Ebro Foods, S.A. (XS1492150260) (the "Bonds"), to offer to sell any and all of their Bonds to the Offeror for cash at the Purchase Price (as defined below) (the "Invitation"). The Company hereby announces the final results of the Invitation.

The Invitation was launched for an overall amount of €200,000,000 in aggregate principal amount of the Bonds. The purchase price that the Offeror will pay for the Bonds validly tendered and accepted for purchase was fixed at €100,000 per €100,000 in principal amount of such Bonds (including all rights to accrued interest thereon) (the "Purchase Price"). No payment (other than as part of the Purchase Price) will be made in respect of the accrued but unpaid interest on the Bonds accepted for purchase pursuant to the Invitation.

The Invitation expired at 5.00 p.m. (CET) on 18 September 2020 (the "Expiration Deadline"). As at the Expiration Deadline, the Offeror had received from Bondholders valid indications to tender their Bonds at the Purchase Price for Bonds representing an aggregate principal amount of €21,100,000, which represents 10.55% of the aggregate principal amount of the Bonds currently outstanding. The Offeror confirms that it will accept for purchase all Bonds validly tendered pursuant to the Invitation.

The settlement is expected to occur on 23 September 2020 (the "Settlement Date"). On the Settlement Date, the Bondholders whose Bonds are accepted for purchase will receive from the Offeror the Purchase Price for the purchased Bonds on a delivery versus payment basis against delivery by them of the purchased Bonds.

UBS Europe SE acted as sole dealer manager in connection with the Invitation (the "Dealer Manager"). Lucid Issuer Services Limited also acted as the Tender Agent with respect to the Invitation.

Bonds purchased by the Offeror pursuant to the Invitation will be cancelled and will not be reissued or resold whereas the Bonds which were not tendered and/or repurchased will remain outstanding following the Settlement Date and continue to be subject to their terms and conditions.

The Invitation is governed by English law.

Requests for information in relation to the Invitation should be directed to:
 

About Guarantor

Damm is a global beverage company with almost 5,000 employees and distributes and exports its beverages to over more than 100 countries, with Spain being its principal market.

Within the Spanish beer market, mainly dominated by domestic brewers, Damm holds 25% market share of production volumes, placing it as the second largest brewer in the country.

About Underlier

The Ebro Foods Group is the leading Spanish food group, world leader in the rice sector and the second global fresh and dry pasta producer. It is present through a network of 27 subsidiaries in the principal rice and pasta markets in Europe, North America and South East Asia, and is gradually building up its presence in other countries.

INSIDE INFORMATION

This Press Release relates to the disclosure of information that qualified, or may have qualified, as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation ("MAR"). For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Jorge Villavecchia Barnach-Calbó, Managing Director of the Guarantor and attorney of the Company.

DISCLAIMER

THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO CHANGE WITHOUT NOTICE AND SUBJECT TO CHANGE IN ITS ENTIRETY BY REFERENCE TO ANY FURTHER COMMUNICATION IN RESPECT OF THE INVITATION. THIS PRESS RELEASE IS NOT AN OFFERING CIRCULAR OR PROSPECTUS OR LISTING PARTICULARS AND IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION AND MAY NOT BE REPRODUCED, REDISTRIBUTED OR MADE AVAILABLE IN WHOLE OR IN PART TO ANY OTHER PERSON FOR ANY PURPOSE, WITHOUT THE PRIOR CONSENT OF THE DEALER MANAGER.

THIS PRESS RELEASE IS DIRECTED EXCLUSIVELY TO MARKET PROFESSIONALS AND INSTITUTIONAL INVESTORS AND IS FOR INFORMATION PURPOSES ONLY AND IS NOT TO BE RELIED UPON IN SUBSTITUTION FOR THE EXERCISE OF INDEPENDENT JUDGEMENT. IT IS NOT INTENDED AS INVESTMENT ADVICE AND UNDER NO CIRCUMSTANCES IS IT TO BE USED OR CONSIDERED AS AN OFFER TO BUY ANY BOND NOR IS IT A RECOMMENDATION TO BUY OR SELL ANY BOND.

NONE OF THE DEALER MANAGER, THE TENDER AGENT NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR ANY RELEVANT PUBLICLY AVAILABLE INFORMATION.

THE DEALER MANAGER AND ITS SUBSIDIARIES AND AFFILIATES MAY PERFORM ADDITIONAL SERVICES FOR, OR SOLICIT BUSINESS FROM, THE OFFEROR, THE COMPANY, EBRO FOODS, S.A. ("EBRO FOODS") AND MEMBERS OF THEIR RESPECTIVE GROUPS, MAY MAKE MARKETS IN THE BONDS AND/OR THE SHARES UNDERLYING THE BONDS AND/OR THE SECURITIES OF THE OFFEROR, THE COMPANY OR EBRO FOODS AND/OR HAVE A POSITION OR EFFECT TRANSACTIONS IN SUCH BONDS, UNDERLYING SHARES OR SECURITIES.

IN CONNECTION WITH THE INVITATION, THE DEALER MANAGER OR ITS AFFILIATES MAY, FOR THEIR OWN ACCOUNT, ENTER INTO OR UNWIND ASSET SWAPS, CREDIT DERIVATIVES OR OTHER DERIVATIVE TRANSACTIONS RELATING TO THE BONDS AT THE SAME TIME AS THE INVITATION OR IN SECONDARY MARKET TRANSACTIONS. THE DEALER MANAGER OR ANY OF ITS AFFILIATES MAY FROM TIME TO TIME HOLD LONG OR SHORT POSITIONS IN OR BUY AND SELL SUCH BONDS OR DERIVATIVES. NO DISCLOSURE WILL BE MADE OF ANY SUCH POSITIONS.

IN CONNECTION WITH THE INVITATION, THE DEALER MANAGER AND ITS AFFILIATES, ACTING AS INVESTORS FOR THEIR OWN ACCOUNT, MAY SUBSCRIBE FOR BONDS, UNDERLYING SHARES OR OTHER SECURITIES OF THE OFFEROR, THE COMPANY, EBRO FOOD OR ANY MEMBER OF THEIR RESPECTIVE GROUPS, OR SELL THE BONDS, ANY UNDERLYING SHARES OR ANY SUCH SECURITIES AND FOR SUCH REASON HOLD IN THEIR PORTFOLIOS, PURCHASE OR SELL SUCH BONDS, UNDERLYING SHARES OR ANY SUCH SECURITIES OR MAKE ANY RELATED INVESTMENT. FURTHERMORE, THEY MAY ALSO OFFER OR SELL SUCH SECURITIES OR MAKE INVESTMENTS OTHER THAN IN THE CONTEXT OF THE INVITATION. THE DEALER MANAGER DOES NOT INTEND TO DISCLOSE THE AMOUNT OF SUCH INVESTMENTS OR TRANSACTIONS OTHER THAN TO THE EXTENT REQUIRED BY APPLICABLE LAWS AND REGULATIONS.

THE DEALER MANAGER AND THE TENDER AGENT ARE ACTING ON BEHALF OF THE OFFEROR AND NO ONE ELSE IN CONNECTION WITH THE INVITATION AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE DEALER MANAGER OR THE TENDER AGENT, OR FOR PROVIDING ADVICE IN RELATION TO THE INVITATION. NEITHER THE DEALER MANAGER NOR THE TENDER AGENT OWE ANY DUTY TO ANY HOLDER OF THE BONDS. NEITHER THE DEALER MANAGER, THE TENDER AGENT NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ADVISERS OR AGENTS ACCEPTS ANY RESPONSIBILITY OR LIABILITY WHATSOEVER FOR OR MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE INFORMATION IN THIS PRESS RELEASE (OR WHETHER ANY INFORMATION HAS BEEN OMITTED FROM THIS PRESS RELEASE) OR ANY OTHER INFORMATION RELATING TO THE OFFEROR, THE COMPANY, THE MEMBERS OF THE OFFEROR'S OR GUARANTOR'S GROUP OR ASSOCIATED COMPANIES, OR FOR ANY LOSS HOWSOEVER ARISING FROM ANY USE OF THIS PRESS RELEASE OR ITS CONTENTS OR OTHERWISE ARISING IN CONNECTION THEREWITH.

NO ACTION HAS BEEN TAKEN BY THE OFFEROR, THE COMPANY, THE TENDER AGENT, THE DEALER MANAGER OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT THE POSSESSION OR DISTRIBUTION OF THIS PRESS RELEASE OR ANY PUBLICITY MATERIAL RELATING TO THE INVITATION IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED BY THE OFFEROR, THE COMPANY, THE TENDER AGENT AND THE DEALER MANAGER TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.