Press Release N° 211 of Fri Oct 23 10:53:00 CEST 2015
These written materials are not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia) or in Australia, Canada or Japan 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 contained herein does not constitute an offer of securities for sale in the United States, Australia, Canada or Japan or in the Other Countries.
The securities may not be offered or sold in the United States unless they are registered under the United States Securities Act of 1933, as amended, or exempt from registration. Poste Italiane S.p.A. has not and does not intend to register the securities in the United States or to conduct a public offer of the securities in the United States. No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted.
- Offer Price and Institutional Price have been set at € 6.75 per Share;
- At such price, the aggregate demand equal to 3.3 times the Global Offering;
- Global Offering of 453 million Shares for an income for the Treasury of € 3,058 million (Euro 3,364 million if the Greenshoe Option is exercised in full);
- 30% of the shares offered in the Global Offering will be allocated to retail investors and employees and 70% of the shares offered in the Global Offering will be allocated to institutional investors
- Settlement and payment date expected to be October 27, 2015.
Rome, October 23, 2015 – The Ministry of the Economy and Finance (the "Ministry") and Poste Italiane S.p.A. (“Poste Italiane” or the “Company”) announce completion of the Global Offering of Poste Italiane's ordinary shares for the listing on the Mercato Telematico Azionario ("MTA") organized and managed by Borsa Italiana S.p.A.
The Global Offering offered up to 453.0 million ordinary shares, representing 34.7% of the Company's share capital (38.2% of the Company's share capital if the Greenshoe Option is exercised in full). The Global Offering included a public offering in Italy to retail investors and to the employees of the Poste Italiane Group for a minimum of 135.9 shares, representing 30% of the shares offered in the Global Offering, as well as a concurrent institutional offering.
Prior to the start of the Global Offering, the range of the Company's capitalization had been set from a minimum of €6 up to a maximum of €7.5 per share.
At the end of the offer period, the Offer Price, equal to the Institutional Price, has been set as €6.75 per share, corresponding to a maximum aggregate value of €3,058 million, gross of commissions payable in connection with the Global Offering and excluding the Greenshoe Option. In case the Greenshoe Option is exercised in full by the Institutional Underwriting Syndicate, the maximum aggregate value will be €3,364.
The capitalization of the Company will be approximately €8,816 million, calculated on the basis of the Price equal to Euro 6.75 per Share.
In the context of the Global Offering, applications were received for an aggregate of 1,521 million Shares at the Offer Price, of these applications 25% were from retail investors and employees of the Poste Italiane Group and 75% from institutional investors.
In the context of the public offering, applications were received from 303,536 retail investors, of which 26,234 Poste Italiane Group employees.
The aggregate demand from retail investors and employees was for 387 million Shares, approximately 2.85 times the minimum number of Shares reserved for them (30% of the Global Offering).
Aggregate demand from institutional investors was for 1,134 million Shares, approximately 3.6 times the maximum number of shares reserved for the Institutional Offering (70% of the Global Offering), and approximately 3.1 times taking into account the Shares object of the Greenshoe Option.
Finally, aggregate demand, for 1,521 million Shares, was approximately 3.35 times the number of Shares offered in the Global Offering and approximately 3.1 times taking into account the Shares object of the Greenshoe Option.
Considering demand as described above, the Ministry decided to allocate the 453.0 million Shares offered in the Global Offering as follows: 317.1 million Shares to institutional investors (70% of the Global Offering) and 135.9 million Shares to retail investors and employees of the Poste Italiane Group (30% of the Global Offering). It has also been decided to allocate additional 45.3 million Shares to Institutional Investors, in connection to the Greenshoe Option. Considering these additional Shares, the Global Offering is allocated for 72.7% to institutional investors and for 27.3% to the public offering.
The first day of trading of the Company's ordinary shares is expected to be October 27, 2015, subject to the relevant authorization by the Italian Stock Exchange. Payment for the Shares and settlement is scheduled for the same day.
The Offer Price, other than by this press release, will also be announced by way of notice published in accordance with Article 7 of CONSOB Regulation No. 11971 of May 14, 1999, as amended, as a supplement to the information provided in the Summary and the Second Section, Chapter V, Paragraph 5.1.9 of the Italian Prospectus; the notice will be published on October 24, 2015 in the newspapers IlSole24Ore and Milano Finanza and on the Company's website www.posteitaliane.it. Afterwards, an additional notice will announce the definitive outcome of the Global Offering.
The Minister of Economy and Finance, Pier Carlo Padoan, is impressed by the outcome of the deal: “The privatization of Poste Italiane has successfully come to the conclusion. It represents a success since demand has been 3 times the offer and a relevant number of retail Italian savers and long term strategic international and Italian investors subscribed the Offer. It is a clear sign of trust towards the strategic plan of the Group as well as the new growth path of the Country”. The proceeds of this transaction will be used according to the law: “Cash raised from the Offer will reduce the Italian public debt and will contribute to lower the net debt / GDP ratio”. Finally, the Minister takes the opportunity to put forward best wishes to all the stakeholders and to thank the top management: “To the whole company - employees, executives and top management – my best wishes for the future: the company’s listing represents an opportunity to enhance the efficiency and to choose innovation to leverage future growth. The industrial plan set up by the Company will be a reference point to pursue the Company’s ambitious target”.
Banca IMI S.p.A., BofA Merrill Lynch, Citigroup Global Markets Limited, Mediobanca-Banca di Credito Finanziario S.p.A. and UniCredit Corporate & Investment Banking are acting as global coordinators.
UniCredit Corporate & Investment Banking and Banca IMI S.p.A. are acting as lead managers.
Mediobanca-Banca di Credito Finanziario S.p.A. is acting as sponsor.
The Jointbookrunners for the Institutional Offering 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 and UBS Limited.
Rothschild is acting as financial advisor to Poste Italiane, while Lazard is the financial advisor to the Ministero dell’Economia e delle Finanze, the selling shareholder.
Clifford Chance and Brancadoro Mirabile are acting as legal advisors to the Company, with Gianni Origoni Grippo Cappelli & Partners acting as legal advisors to the Ministero dell’Economia e delle Finanze, the selling shareholder. Chiomenti Studio Legale and Shearman & Sterling LLP are legal advisors to the Offering’s global coordinators and to the Joint Bookrunners.
PricewaterhouseCoopers S.p.A. is acting as auditor.
IMPORTANT REGULATORY NOTICE
This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). The Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
In any EEA Member State that has implemented the Prospectus Directive (other than Italy), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in any relevant Member State) and includes any relevant implementing measure in the relevant Member State.
This document is an advertisement and is not a prospectus for the purposes of the Prospectus Directive. A prospectus prepared pursuant to the Prospectus Directive was published on 9 October 2015. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus.