Press Release N° 122 of 07/07/2016
These written materials are not for release, publication or distribution, in whole or in part, directly or indirectly, in or into or from the United States (included the relevant territories, any states of the United States and district of Columbia), or in, Australia, Canada japan or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
The information contained herein does not constitute an offer to sell any securities in the United States, Australia, Canada, Japan or any other jurisdiction.
The privatization process of Enav S.p.A. (“Enav” or the “Company”) that will start on July 11, 2016, will be carried out through an offering of the Company’s shares that comprises a public offering to retail investors in Italy and the employees of the Company and its subsidiaries (the “Group”) and International Offering to Institutional investors in Italy and outside Italy.
The Ministero dell’Economia e delle Finanze (“the “Selling Shareholder” or the “MEF”) welcomes the authorization from Consob to publish the Initial Italian Public Offering Prospectus. After Poste Italiane went public, the privatization of the Company represents another important initial public offering – IPO which represents an another important step within the privatizations program to be implemented by the Italian Government and its aim is to consolidate the Company, strengthen the capital market and find financial resources to be allocated to reduce the financial debt.
Pursuant to the D.P.C.M. of May 16, 2014, the structure of the privatization will ensure a publicly-owned company and stability of the Company’s shareholder structure, even considering the public utility services offered by the Company. [Pursuant to the D.P.C.M. of June 10, 2016 implementing the Law Decree No. 21/2012 on the Italian State’s Special Powers, security and confidentiality of the data managed by the Company is also granted].
- The Global Offering relate to up to 230 Million of ordinary shares, offered for sale by the Selling Shareholder, representing 42.5 % Company’s share capital (in case of full exercise of the greenshoe option the shares offered for sale by the MEF may reach 46.6 % of the Company’s share capital) and it will be carried out through an Italian Public Offering to retail investors in Italy and the employees of the Group and a simultaneous Institutional Offering.
- The Italian Public Offering to retail investors together with the Institutional Offering will commence on July 11, 2016 and will terminate on July 21, 2016; the Italian public offering reserved to the Company’s employees will commence on July 11, 2016 and will terminate on July 20, 2016;
- The approximate valuation range of the Company’s economic capital is between a non-binding minimum of about Euro 1,571 million and a maximum amount, binding only for the Italian Public Offering, of about Euro 1,896 million, equal to a minimum price non-binding of Euro 2,90 per Share and a maximum binding price for only the Italian Public Offering of Euro 3,50 per Share.
The Italian Public Offering is part of a global offering of shares which will be carried out by the Selling Shareholder that will offer the maximum limit of 49% of the Company’s share capital (the “Global Offering”) in agreement with D.P.C.M of May 16, 2014 (the “D.P.C.M.”). In particular, the Global Offering, consists of an aggregate of up to 230 million of ordinary shares of the Company, representing 42.5 % of the Company’s share capital, and consists of:
- an Italian public offering for a minimum of 23 million of shares, representing 10% of the Global Offering, aimed at the general public in Italy and to the Group’s employees resident in Italy (the “Italian Public Offering”);
- a simultaneous institutional offering for a maximum of 207 million shares, representing 90 % of the Global Offering, reserved to institutional investors in Italy and abroad pursuant to Regulation S under the U. S. Securities Act of 1933, as amended, and within the United States, only to “Qualified Institutional Buyers only in reliance upon Rule 144A under the U.S. Securities Act of 1933, as amended (the “Institutional Offering”).
In the context of the agreements to be entered into for the Global Offering, the Selling Shareholder will grant to the Joint Global Coordinators (as defined below), an option to borrow additional shares up to 22.6 million ordinary shares, representing 9.8 % of the Shares offered in the Global Offering, solely for the purpose of covering over-allotments in the Institutional Offering (the “Over-Allotment Option”).
In connection with the Over-Allotment Option, the Selling Shareholder will also grant to the Joint Global Coordinators, on behalf of the Institutional Managers, a greenshoe option to purchase, at the Institutional Price, (as defined below), up to 22,6 million shares representing 9.8 % of the Global Offering.
In case of full exercise of the Greenshoe Option, the number of the placed shares will be equal to 252.6 million, representing 46.6 % of the Company’s share capital.
The Italian Public Offering includes a tranche reserved to the retail investors in Italy and a tranche reserved to the Group’s employees residence in Italy (the “Employees”) for a maximum amount of apporximately 4.281 million shares (the “Offering Employees”).
Subscription to the Italian Public Offering form the Genral Public must be submitted only for a minimum number of 1,000 Shares (the “Minimum Lot”) or multiples thereof, or for a minimum of number of 5,000 Shares (the “Intermediate Minimum Subscription Lot”) or multiples thereof, or for a minimum of number of 10,000 Shares (the “Increased Minimum Subscription Lot”) or multiples thereof.
Subscribers who are allotted Shares under the Italian Public Offering and hold full continuous ownership of such Shares for twelve months from the Settlement Date (scheduled for July 26, 2016) provided that the Shares remain deposited with a placement intermediary (collocatore) or other intermediaries participating in the centralized management system of Monte Titoli S.p.A., will be entitled to the free allocation of 1 ordinary share in the Company for every 20 Shares allotted under the Italian Public Offering.
The Employees, it being understood that the possibility for the same subjects to participate to the offer to the the Italian Public Offering, the subscriptions must be submitted to the placement intermediaries (Collocatori) for a minimum of number 500 Shares (the “Minimum Lot for Employees”) or multiples thereof.
The Employees have the option to make subscriptions either through the advance of the severance payment (TFR) or by using a portion of their salary-bonuses (tredicesima mensilità).
Each Employee will be guaranteed Two Minimum Lots for Employees, corresponding to 1,000 Shares.
Subscribers Employees who are allotted Minimum Lots for Employees and hold full continuous ownership of the relevant shares for twelve months from the Settlement Date (scheduled for July 26, 2016) and provided that the Shares remain deposited with a placement intermediary (collocatore) or other intermediaries participating in the centralized management system of Monte Titoli S.p.A., will be entitled to the free allocation of 1 ordinary share in the Company for every 10 Shares and up to a limit of the two Lots for Employees allotted, and also number 1 ordinary Share of the Company for each 20 Shares allotted on the further Lots for Employees allotted after the first two Lots.
The Italian Public Offering and the Institutional Offering will commence on July 11, 2016 and will terminate on July 21, 2016 (extended or early closed). The Employee Offering will terminate on July 20, 2016.
The Selling Shareholder, also on the basis of the analysis conducted by the Joint Global Coordinators, solely to collect the subscriptions submitted by the Institutional Investors within the Institutional Offering, have determined, after the consultation with the Joint Global Coordinators taking into account the appraisal carried out by the appraiser of the MEF Vitale & Co, an indicative price range between a non-binding, in order to fix the Offer Price, minimum amount of about Euro 1,571 million and a binding maximum amount of about Euro 1,896 million only for the Italian Public Offering, equal to a minimum non-binding of Euro 2,90 per Share and a maximum price binding only for the Italian Public Offering of Euro 3,50 per Share, this latter equal to Maximum Price.
At the end of the offering period, the Selling Shareholder will determine the final price of the Italian Public Offering (the “Offer Price”) and the price applicable to the Institutional Offering (the “Institutional Price”). The Offer Price will be the lower between the Institutional Price and the Maximum Price (Euro 3,50 per Shares). The Offer Price and the Institutional Price will be announced through the publication of a specific notice on “Il Sole 24Ore” and/or on “Milano Finanza”and on the website of the Company www.enav.it within two business days from the end of the offer period and simultaneously transmitted to Consob.
The Prospectus will be filed with Consob and will be made available at the registered office of ENAV in Roma, Via Salaria n. 716. The Prospectus will also be available at the premises of the placement intermediaries (collocatoi), as well as on the Company’s website.
Barclays Bank PLC, Credit Suisse Securities (Europe) Limited and Mediobanca–Banca di Credito Finanziario S.p.A. are acting as Joint Global Coordinators and together with Banca IMI S.p.A., J.P. Morgan PLC and Unicredit Corporate & Investment Banking as Joint Bookrunners for the Institutional Offering.
Mediobanca–Banca di Credito Finanziario S.p.A. is serving as sponsor and Lead Manager of the Italian Public Offering.
Equita SIM is acting as financial advisor to ENAV, while Rothschild Global Advisory is acting as financial advisor to the Ministero dell’Economia e delle Finanze, Selling Shareholder.
Allen&Overy is acting as legal advisors to the Company.
Shearman & Sterling LLP is acting as legal advisor to the Ministero dell’Economia e delle Finanze, Selling Shareholder.
Bonelli Erede and Clifford Chance are acting as legal advisor to the Join Global Coordinators and Jointbookrunners.
Vitale & Co acted as independent appraiser on behalf of the Ministero dell’Economia e delle Finanze, Selling Shareholder.
Ernst&Young is the auditor of the Company.
Barabino&Partners is acting as communication advisor.
THESE WRITTEN MATERIALS ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES THE INFORMATION. THE SECURITIES DO NOT CONSTITUTE AN OFFER TO SELL IN THE UNITED STATES, EXCLUDED THE SECURITIES PURSUANT TO US SECURITIES ACT OF 1933, AS AMENDED, OR IN OPERTATIONS FOR WHICH IS NOR REQUIRED THE FILING. ENAV S.P.A. DOE NOT REGISTER, AND DOES NOT INTEND TO REGISTER THE SECURITIES IN THE UNITED STATES.
This announcement is for distribution only to persons who (i) 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 “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
It may be unlawful to distribute these materials in certain jurisdictions. These materials are not for distribution in Canada, Japan or Australia, or in any other country where the offers or sales of securities would be forbidden under applicable law (the “Other Countries”) or to residents thereof. The information in these materials does not constitute an offer of securities for sale in Canada, Japan, Australia, or in the Other Countries.
This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area (“EEA”) which has implemented the Prospectus Directive (2003/71/EC) (each, a “Relevant Member State”), other than Italy, will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the offering mentioned in this announcement may only do so in circumstances in which no obligation arises for the Bank or any of the managers to publish a prospectus pursuant to the Prospectus Directive or supplement a prospectus pursuant to the Prospectus Directive, in each case, in relation to such offer. Neither the Bank nor the managers have authorized, nor do they authorize, the making of any offer of securities in circumstances in which an obligation arises for the Bank or any manager to publish or supplement a prospectus for such offer.