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 (INLCUDED 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 Poste Italiane S.p.A. (“Poste Italiane” or the “Company”) that will start on October 12, 2015, will be carried out through an offering that comprises a public offering to retail investors in Italy and employees of the Company and its subsidiaries (the “Group”) and an International Offering to Institutional investors in Italy and outside Italy. The ordinary shares that are being offered in the initial offering represent, in the aggregate, just under 40% of the Company’s share capital and are being sold by its sole shareholder, the Italian Ministry of Economy and Finance (Ministero dell’Economia e delle Finanze) (“the “Selling Shareholder” or the “MEF”).
The MEF welcomes the authorization from Consob to publish the Initial Italian Public Offering Prospectus as the privatization of the Company represents the first initial public offering – IPO in sixteen years of a company controlled directly by the Ministry of Economy and Finance. This IPO represents an important step within the privatization context that has been devised and is being implemented by the Italian Government, with a view to consolidating the Company, improving the efficiency of its services to citizens, consolidating its access to the capital markets and finding financial resources to be allocated to the reduction of the financial debt.
The Company’s IPO falls within the framework of overall reforms that the Italian Government is currently implementing and offers to financial markets a further strong positive signal of change.
Pursuant to the Decree of the President of the Council (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, also in consideration of both the public utility services offered by the Company and the investment, digital development and innovation plans set up by the Company.
• The Global Offering relates to up to 453 Million ordinary shares, offered for sale by the Selling Shareholder, representing 34.7% of the Company’s share capital (in case of full exercise of the greenshoe option, the shares offered for sale by the MEF may reach 38.2% of the Company’s share capital) and it will be carried out through (i) an Italian Public Offering to retail investors in Italy and the employees of the Group and (ii) a simultaneous Institutional Offering;
• The Italian Public Offering to retail investors together with the Institutional Offering will commence on October 12, 2015 and will terminate on October 22, 2015; the Italian public offering reserved to the Company’s employees will commence on October 12, 2015 and will terminate on October 21, 2015;
• The approximate valuation range of the Company’s capitalization ranges from a non-binding minimum of Euro 7.837 million and a maximum amount, binding only for the Italian Public Offering, of Euro 9.796 million, equal to a minimum non-binding price of Euro 6.00 per Share and a maximum price, binding for the Italian Public Offering only, of Euro 7.50 per Share.
The Italian Public Offering is part of a global offering of shares which will be carried out by the Selling Shareholder which will offer no more than 40% of the Company’s share capital (the “Global Offering”) in agreement with D.P.C.M of May 16, 2014, concerning the “Definition of the criteria and procedures for privatization sale of the stake held by the Ministry of Economy and Finance in the Capital Poste Italiane SpA" (the “D.P.C.M.”). In particular, the Global Offering, consists of an aggregate of up to 453.0 million ordinary shares of the Company, representing 34.7% of the Company’s share capital, and includes:
- an Italian public offering for a minimum of 135.9 million shares, representing 30% 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 317.1 million shares, representing 70% 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”, 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 up to 45.3 million additional ordinary shares, representing 10% 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 45,3 million shares representing 10% of the Global Offering.
In case of full exercise of the Greenshoe Option, the number of the placed shares will be equal to 498.3 million, representing 38.2% 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 resident in Italy (the “Employees”) for a maximum amount of appoximately 14,9 million shares (the “Offering to Employees”).
Subscriptions to the Italian Public Offering by the General Public must be submitted only for a minimum number of 500 Shares (the “Minimum Lot”) or multiples thereof, or for a minimum number of 2,000 Shares (the “Intermediate Minimum Subscription Lot”) or multiples thereof, or for a minimum number of 5,000 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 (October 27, 2015, unless extended or early closed) 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 (5%).
With regards to the Employees, it being understood that the same persons retain the possibility to participate in the Italian Public Offering, subscriptions must be submitted to the placement intermediaries (Collocatori) (including qualified Post offices) for a minimum number of 50 Shares (the “Minimum Lot for Employees”) or multiples thereof.
The subscriptions made by the Employees which elect to use an advance on their severance pay entitlement (TFR) must be submitted only to the qualified Post Offices, always for a minimum number of 50 Shares or multiples thereof. The advance of the TFR will cover a minimum number of 100 Shares.
Each Employees will be guaranteed Two Minimum Lots for Employees, corresponding to 100 Shares..
Subscribing Employee who will be allotted Minimum Lots for Employees and will hold full continuous ownership of the relevant shares for twelve months from the Settlement Date (October 27, 2015, unless extended or early closed) 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 allotted (10%) and up to a limit of the two Lots for Employees, and 1 ordinary Share of the Company for each 20 Shares allotted on the further Lots for Employees allotted after the first two Lots (5%).
The Italian Public Offering and the Institutional Offering will commence on October 12, 2015 and will terminate on October 22, 2015 (extended or early closed). The Employee Offering will terminate on October 21, 2015.
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 consultation with the Joint Global Coordinators, in order to fix the Offer Price, an indicative price range between a non-binding minimum amount of Euro 7,837 million and a maximum amount of Euro 9,796 million binding only for the Italian Public Offering, equal to a non-binding minimum price of Euro 6.00 per Share and a maximum price, binding for the Italian Public Offering only, of Euro 7.50 per Share, the 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 of the Institutional Price and the Maximum Price (Euro 7,50 per Share). The Offer Price and the Institutional Price will be announced through the publication of a specific notice on at least one national economic and financial newspaper and on the website of the Company www.posteitaliane.it and www.quotazione.posteitaliane.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 Poste Italiane in Roma, Viale Europa, 190. The Prospectus will also be available at the premises of the placement intermediaries (Collocatori), as well as on the Company’s website.
Banca IMI S.p.A., BofA Merrill Lynch, Citigroup Global Markets Limited, Mediobanca–Banca di Credito Finanziario S.p.A., UniCredit Corporate & Investment Banking are acting as Joint Global Coordinators.
Banca IMI S.p.A. and UniCredit Corporate & Investment Banking are acting as the Lead Manager of the Italian Public Offering.
Mediobanca–Banca di Credito Finanziario S.p.A. is acting as sponsor.
The Jointbookrunners are: Banca IMI S.p.A., BofA Merrill Lynch, Citigroup Global Markets Limited, Mediobanca–Banca di Credito Finanziario S.p.A., UniCredit Corporate & Investment Banking, Credit Suisse Securities (Europe) Limited, Goldman Sachs International, J.P. Morgan plc, Morgan Stanley & Co. International plc e UBS Limited.
Rothschild is acting as financial advisor to Poste Italiane, while Lazard is acting as financial advisor to the Ministero dell’Economia e delle Finanze, Selling Shareholder.
Clifford Chance and Brancadoro Mirabile are acting as legal advisors to the Company.
Gianni Origoni Grippo Cappelli & Partners is acting as legal advisor to the Ministero dell’Economia e delle Finanze, Selling Shareholder.
Chiomenti Studio Legale and Shearman & Sterling LLP are acting as legal advisor to the Join Global Coordinators and to the Joint Bookrunners.
PricewaterhouseCoopers.is the auditor of the Company.
IMPORTANT REGULATORY NOTICE
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. POSTE ITALIANE 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 Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of 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.