Gruppo Editoriale L'Espresso SpA : Partial buy-back operation of bonds

PRESS RELEASE
"Price sensive" in accordance wh the Financial Act and Consob Regulations
GRUPPO EDITORIALE L'ESPRESSO S.P.A.
MEASURES TO OPTIMIZE FINANCIAL MANAGEMENT
5.125% DEBENTURE LOAN 2014 MATURITY
PARTIAL BUY-BACK OPERATION OF BONDS
VIA TENDER OFFER PROCEDURE

		Nature of the operation	Tender Offer - Offer for the partial buy-back of bonds via competive bidding
		Objective	5.125% bonds wh 2014 matury issued by Gruppo Edoriale L'Espresso S.p.A. in December 2004 wh minimum nominal value equal to 50,000.00 Euros  and multiples of 1,000.00 euros over 50,000.00 - ISIN XS0203341424
		Offeror	Gruppo Edoriale L'Espresso S.p.A.
		Amount of the Tender Offer	50,000,000.00 Euros
		Price interval
		Minimum price	97.50% of the nominal value of the bonds
		Maximum price	99.85% of the nominal value of the bonds
		Start of the Tender Offer	16 January 2012
		End of the Tender Offer	At 4 pm on 23 January 2012
		Results announcement	After midday on 24 January 2012
		Settlement	27 January  2012

Rome, 16 January 2012 - Gruppo Edoriale l'Espresso S.p.A., as part of the measures to optimize financial management via the use of cash balances, hereby announces the launch of a partial buy-back of bonds issued by the Company in December 2004 wh matury on 27 October 2014 wh a nominal value of 300,000,000.00 Euros and wh a minimum nominal value equal to 50,000.00 Euros and multiples of 1,000.00 euros over 50,000.00 (ISIN XS0203341424) (the "Bonds"). Description of the operation The structure of the buy-back of the Bonds, approved by the Board of Directors, foresees the launch by the Company, as offeror, of a Tender Offer procedure via competive bidding (known as Modified Dutch Auction) for an overall amount of 50 million Euros. The price interval at which the buy-back of the Bonds is offered to Bond holders is equal to 97.50% of the nominal value of the Bonds, for the minimum, and to 99.85% of the same nominal value, for the maximum.
The Tender Offer procedure, via competive bidding, foresees that the Bond holders, during subscription, indicate the amount of the Bonds that they intend to offer during subscription, as well as the price at which they are willing to sell the Bonds.

At the end of the Tender Offer period, based on the amount of the Bonds offered to the Tender Offer and the sale price offered by the Bond holders, the Company will determine the final price, which will be the same for all Bonds subject to buy-back, and the overall final price of the Bonds subject to buy-back. An allocation mechanism is also expected if, once the final buy-back price has been set, the amount of the subscriptions is higher than the overall final amount of the Bonds subject to buy-back. The Company also reserves the right to increase or decrease the maximum possible buy-back amount and the buy-back price, even outside of the interval that is offered.

On the settlement date, the holders of bonds subject to buy-back will have the right to receive from the Company the payment for the Bonds that have been bought back as well as unpaid interest that has accrued up until the day prior to the settlement date.

The Tender Offer procedure by competive bidding is governed by English law.

Timetable of the operation
The Company has decided to begin the Tender Offer procedure today, 16 January 2012, upon the opening of the markets, and to end the procedure at 4 pm on 23 January 2012. The final buy-back price of the Bonds and the final overall amount of the Bonds subject to buy-back will be determined and notified by the Company on 24 January 2012. Payment of the Bonds that have been bought back and the interest accrued, up until the day prior to the settlement date, will take place on 27 January 2012. The Company reserves the right to extend, reopen or alter the length of duration of the Offer at s own discretion.

Enties taking part in the operation
The Company is the offeror in the Tender Offer procedure. Mediobanca - Banca di Credo Finanziario S.p.A. will act as dealer manager and Lucid Issuer Services Limed will act as tender agent.

Information regarding the Debenture Loan
In December 2004 the Company issued a debenture loan wh a nominal value of 300,000,000.00 Euros wh matury on 27 October 2014. Known as "5.125 per cent. Notes due 2014", the bonds have a minimum nominal value of 50,000.00 Euros and multiples of 1,000.00 euros over 50,000.00, are quoted on the Luxembourg Stock Exchange and have a "BB" rating given by Standard & Poor's, in line wh the Company's rating. The Bonds were placed wh qualified investors in confidence. The terms and condions of the Bond issue are subject to English law. As a result of the buy-back operations held and carried out by the Company in several tranches for an overall nominal amount equal to 43,813,000.00 Euros, in line wh the forecasts of the Bond regulations and, more generally, wh the applicable legal forecasts and regulations, the Bonds in circulation, issued and not cancelled as of the date of this press release are equal to the overall nominal value of 256,187,000.00 Euros. The Bonds bought back by the Company were cancelled according to what is set out in the regulations of the debenture loan.

Disclaimers
In accordance wh the joint provision of articles 101-bis, paragraph 3-bis, of the Italian Legislative Decree no. 58 of 24 February 1998, as amended and integrated, (the "Financial Consolidation Act") and of article 35-bis, paragraph 4, letter b) of the CONSOB Regulations no. 11971 of 14 May 1999, as amended and integrated, the Tender Offer procedure is not subject to the provisions of the Finance Act and the CONSOB Regulations no. 11971 of 14 May 1999, which govern public purchasing and exchange offers.

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" IN THE TENDER OFFER MEMORANDUM).  PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT AND/OR THE TENDER OFFER MEMORANDUM COMES ARE REQUIRED BY EACH OF THE COMPANY, THE DEALER MANAGER AND THE TENDER AGENT TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.  NEITHER THIS ANNOUNCEMENT NOR THE TENDER OFFER MEMORANDUM CONSTITUTES AN INVITATION TO PARTICIPATE IN THE OFFER IN ANY JURISDICTION (INCLUDING, SPECIFICALLY THE UNITED STATES) IN WHICH, OR TO ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH INVITATION. ANY PURPORTED TENDER OF NOTES IN THE OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID AND ANY PURPORTED TENDER OF NOTES MADE BY A PERSON LOCATED IN THE UNITED STATES OR ANY AGENT, FIDUCIARY OR OTHER INTERMEDIARY ACTING ON A NON-DISCRETIONARY BASIS FOR A PRINCIPAL GIVING INSTRUCTIONS FROM WITHIN THE UNITED STATES WILL BE INVALID AND WILL NOT BE ACCEPTED.

CONTACT DETAILS :

HEAD OFFICE
EXTERNAL RELATIONS
Stefano Mignanego
Ph.: [phone]
E-mail: dir-relaz-esterne@gruppoespresso.
www.gruppoespresso.

DEALER MANAGER
Mediobanca - Banca di Credo Finanziario S.p.A.
Contatti: Marco Beduschi / Chiara Aquino
Tel: [phone]
E-mail: marco.beduschi@mediobanca. / chiara.aquino@mediobanca.

TENDER AGENT
Lucid Issuer Services Limed
Contatti: David Shilson / Thomas Choquet
Tel: [phone]
E-mail: [e-mail]