Regulatory Disclosure Context

Tender Offer Status Update

TML CV Holdings B.V., an indirect wholly owned subsidiary of Tata Motors Limited, has achieved a critical milestone in its voluntary totalitarian tender offer for all common shares of Iveco Group N.V. All prior authorizations required by the sector regulatory framework have been obtained as of September 1, 2026.

Regulatory Approvals Obtained

The document confirms three key regulatory approvals:

  • UK Financial Conduct Authority Authorization (January 5, 2026): Authorized change in control for IVECO Retail Limited and IC Financial Services UK Limited under Section 178 of the Financial Services and Markets Act 2000 and related regulations.
  • Bank of Spain Non-Opposition (June 24, 2026): Granted for the acquisition of an indirect qualifying holding in TRANSOLVER FINANCE, ESTABLECIMIENTO FINANCIERO DE CREDITO, S.A. under Article 17.1 of Act 10/2014 of 26 June.
  • European Central Bank Authorization (September 1, 2026): Approved the Offeror's acquisition of an indirect qualifying holding in both IC Financial Services SA and CNH Industrial Capital Europe S.A.S. (French specialized credit institutions) under Articles 7 and 10 of the French Arrêté du 4 décembre 2017.

Next Steps in Acquisition Process

With all regulatory approvals secured, the offer document will be published upon completion of the review by Consob (Italian Companies and Exchange Commission) pursuant to Article 102, paragraph 4 of the Italian Consolidated Financial Act (CFA).

Historical Reference

The offer was initially announced on July 30, 2025, when TML CV Holdings Pte. Ltd. informed Consob and disclosed to the market its decision to promote the offer through TML CV Holdings B.V.

Jurisdictional Limitations

The press release contains extensive disclaimers regarding jurisdictional restrictions, noting that the offer is not being made in Canada, Japan, Australia, or any other country where such offer would require authorization or constitute a violation of local laws.

Legal Structure

The voluntary totalitarian tender offer is being made under Articles 102 et seq. of the Italian Legislative Decree no. 58 of 24 February 1998 (CFA) and Article 37 of the Consob Issuer's Regulation adopted with Resolution No. 11971 of 14 May 1999.

Forward-Looking Statements Disclaimer

The document contains standard forward-looking statement disclaimers, noting that actual results may differ materially from projected outcomes due to various risks and uncertainties beyond the control of the Offeror and Iveco Group.

This disclosure represents a significant regulatory milestone in Tata Motors' proposed acquisition of Iveco Group N.V., clearing the path for the formal tender offer process to proceed to the next stage with Consob's review and publication of the offer document.