Event Publicly Available Information:
Is there a Successor to Optics Bidco S.p.A?
The Eligible Market Participant who submitted the potential DC question requests that the EMEA DC consider whether or not there is a Successor to Optics Bidco S.p.A.
The Eligible Market Participant also submitted the item below as supporting information for the potential DC Question:
Please see below extract from the merger announcement:
Pursuant to Sections 4.09 and 5.01 of the Indenture and Clause 24 of the Trust Deed and Condition 3.6 of the EUR Notes, on December 31, 2024, Optics completed a merger with NetCo, with NetCo as the surviving entity of the merger (the “Push-Down Merger”). Following the completion of the PushDown Merger, with effect from and including December 31, 2024, Optics will be extinguished and, thus, released as Issuer of the Notes from all its prior and future obligations under the Indenture, the Deposit Agreement, the NMA Agreement, the Trust Deed and the Agency Agreement and NetCo will replace and substitute Optics in respect of all of its prior and future obligations under the Notes and the related Receipts, the Indenture, the Deposit Agreement, the NMA Agreement, the Trust Deed and the Agency Agreement. As a result, with effect from and including December 31, 2024, NetCo shall be the Issuer of the Notes (as defined in the Indenture, the Trust Deed and the Agency Agreement) and the Receipt Issuer shall request to the Depositary Trust Company make the necessary updates to the Receipts in its records accordingly. In addition, according to the applicable merger deed dated December 12, 2024, while the Push-Down Merger is effective as of December 31, 2024, the accounting and tax impact of the Push-Down Merger will be deemed to be effective as of July 1, 2024.
| Date | Description | Document |
|---|---|---|
| Closed | EMEA DC Meeting Statement 23 January 2025 The EMEA DC considered the announcement of FiberCop S.p.A.(FiberCop) dated 31 December 2024. The announcement states that (i) Optics Bidco S.p.A. (Optics) merged with FiberCop; (ii) FiberCop is the surviving entity and (iii) such merger was effective on 31 December 2024. The announcement also references certain series of Notes issued by Optics and states that in each case, FiberCop replaced Optics as the issuer of the relevant Notes. A search of the Italian Companies Register also showed that Optics had merged into FiberCop and ceased to exist as of 31 December 2024. The EMEA DC was not aware of any public information that suggested any other entity had succeeded to any of the Relevant Obligations of Optics. Accordingly, the EMEA DC determined that FiberCop was the sole Successor of Optics for the purpose of 2014 Transactions referencing Optics. | |
| Request Accepted by DC | Pursuant to the standing resolution passed by the EMEA Determinations Committee (DC) on June 21, 2010, the first meeting of the EMEA DC to deliberate the DC Questions relating to this DC Issue has been deferred pending deliberation of such DC Questions by the EMEA DC legal subcommittee. Please refer to EMEA_DC_Standing_Resolution_210610. | |
| Pending DC Consent |