TML Tender Offer – Prior Authorisations Obtained
COMMUNICATION PUBLISHED BY IVECO GROUP N.V. UPON REQUEST, IN THE NAME AND ON BEHALF OF TML CV HOLDINGS B.V.
VOLUNTARY TOTALITARIAN TENDER OFFER FOR ALL OF THE COMMON SHARES OF IVECO GROUP N.V.
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PRESS RELEASE
pursuant to Article 36 of the Regulation adopted by Consob with resolution no. 11971 of 14 May 1999, as subsequently amended and supplemented (the “Issuer’s Regulation”)
ALL PRIOR AUTHORISATIONS REQUIRED BY THE SECTOR REGULATORY FRAMEWORK RELATING TO THE OFFER HAVE BEEN OBTAINED
Amsterdam, 1 September 2026 – With reference to the voluntary totalitarian tender offer under Articles 102 et seq. of the Italian Legislative Decree no. 58 of 24 February 1998, as further amended and supplemented (the “CFA”) and Article 37 of the Issuers’ Regulation (the “Offer”) promoted by TML CV Holdings Pte. Ltd. (“TML CV HS”), through TML CV Holdings B.V., a company wholly-owned by TML CV HS (the “Offeror”) on all the common shares of Iveco Group N.V. (“IVG” or the “Issuer”), we inform that:
- (a) on 5 January 2026, the Financial Conduct Authority of the United Kingdom issued the authorisation for a change in control with respect to each of IVECO Retail Limited and IC Financial Services UK Limited (in accordance with Section 178 of the Financial Services and Markets Act 2000 and the Financial Services and Markets Act 2000 (Controllers) (Exemption) Order 2009, as subsequently amended and supplemented);
- (b) on 24 June 2026, the Bank of Spain issued its non-opposition to the acquisition of an indirect qualifying holding in TRANSOLVER FINANCE, ESTABLECIMIENTO FINANCIERO DE CREDITO, S.A., financial credit establishment (establecimiento financiero de crédito) (in accordance with Article 17.1 of Act 10/2014 of 26 June, on control, supervision and solvency of credit institutions); and
- (c) on the date hereof, the European Central Bank issued the authorisation for the Offeror’s acquisition of an indirect qualifying holding in each of IC Financial Services SA and CNH Industrial Capital Europe S.A.S., both authorised in France as specialised credit institutions (in accordance with Articles 7 and 10 of the French Arrêté du 4 décembre 2017 relatif à l’agrément, aux modifications de situation et au retrait de l’agrément des établissements de crédit, as subsequently amended and supplemented).
As a result of the issuance of the above authorisations, as of today all prior authorisations required by the sector regulatory framework in relation to the Offer were obtained.
Therefore, the offer document will be published upon completion of the review by Consob pursuant to and for the purposes of Article 102, paragraph 4, of the CFA.
For any further information regarding the Offer, pending publication of the offer document, unless otherwise specifically stated, reference is made to the communication of 30 July 2025, by which TML CV HS, pursuant to and for the purposes of Article 102, paragraph 1, of the CFA and Article 37 of the Issuers’ Regulation, informed Consob and disclosed to the market and to the Issuer its decision to promote the Offer through the Offeror, published, on behalf of TML CV HS, on the website of Tata Motors at (www.tatamotors.com) and on the website of the Issuer at (www.ivecogroup.com), which sets forth the legal requirements, the terms and the essential elements of the Offer.
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