Result of Placing in Banca Farmafactoring

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PRESS RELEASE

Successful completion of the accelerated bookbuild offering launched by BFF Luxembourg S.à r.l. in Banca Farmafactoring S.p.A.

The proceeds amount to €88.4 million, deriving from the sale of 17 million existing ordinary shares of Banca Farmafactoring S.p.A., at a price of €5.20 per share.

Luxembourg - 02 June 2020. Further to the press release published on 01 June 2020, BFF Luxembourg S.à r.l. ("BFF Lux") announces the successful completion of the accelerated bookbuild offering (the "Placement") of existing ordinary shares of Banca Farmafactoring S.p.A. ("BFF" or the "Company"). In particular, BFF Lux announces the placement to institutional investors of 17,000,000 existing ordinary shares in BFF, equal to approximately 10% of the Company's issued share capital as of the date of this press release, at a price of €5.20 per share.

The settlement of the Placement will take place on 04 June 2020.

Gross proceeds of the Placement amount to €88.4 million.

After completion of the Placement, BFF Lux continues to hold a stake in BFF of 11.9% of the Company's share capital.

Jefferies International Limited acted as sole bookrunner of the Placement (the "Sole Bookrunner").

BFF Lux has agreed, in line with the market practice, to a 60-day lock-up period from the closing of the Placement with respect to sales of any remaining shares it holds in BFF. Subject to customary exceptions substantially in line with those already agreed in the context of BFF's initial public offering, no additional sales of shares of BFF will be made by BFF Lux during the lock-up period without the prior consent of the Sole Bookrunner.

Rothschild & Co acted as financial advisor of BFF Lux.

The Company will not receive any proceeds from the Placement.

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This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, South Africa, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. 

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration thereunder or pursuant to an available exemption therefrom. Neither this document nor the information contained herein constitutes or forms part of an offer to sell, or the solicitation of an offer to buy, securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction. 

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) 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 "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated; any other persons in the United Kingdom should not take any action on the basis of this announcement and should not act on or rely on it. This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. 

In connection with any offering of the shares of Banca Farmafactoring S.p.A. (the "Shares"), the Sole Bookrunner and any of its affiliates acting as an investor for its own account may take up as a proprietary position any Shares and in that capacity, may retain, purchase or sell for their own account such Shares. In addition, the Sole Bookrunner or its affiliates may enter into financing arrangements and swaps with investors in connection with which the Sole Bookrunner (or its affiliates) may from time to time acquire, hold or dispose of Shares. The Sole Bookrunner does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.