Press release

ENAV S.p.A. succesfully completes the initial public offering of its ordinary shares

 

Rome, July 25, 2016 – Enav S.p.A. (“ Enav ” or the “ Company ”) announces today the final results of the Global Offering of its ordinary shares (the “ Shares ”) to be listed on the Mercato Telematico Azionario (" MTA ") organized and managed by Borsa Italiana S.p.A..

 

 

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 any other Country in which the offer of financial instruments is not allowed without the authorisation of the competent authorities (the “Other Countries”). The information contained herein does not constitute an offer of financial instruments 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. Enav 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.

 

 

Rome, July 25, 2016 – Enav S.p.A. (“ Enav ” or the “ Company ”) announces today the final results of the Global Offering of its ordinary shares (the “ Shares ”) to be listed on the Mercato Telematico Azionario (" MTA ") organized and managed by Borsa Italiana S.p.A..

In the context of the Global Offering, which ended on July 21, 2016, applications were received for an aggregate of 1,816,209,794 Shares; on the basis of the applications received in the Global Offering, 252,600,000 Shares were allocated to 11,696 applicants. Of these Shares, 230,000,000 are being offered for sale by the Selling Shareholder and the remaining 22,600,000 are being offered under the Over-Allotment Option in the context of the Institutional Offering, as described in the Summary Note and in Chapter 5, Paragraph 5.2.5 of the Information Note.

In the context of the Public Offering:

(i) Applications were received for 55,034,500 Shares from 16,413 applicants, as follows:

  • 19,359,000 Shares from 11,781 retail investors applying for the Minimum Lot;
  • 14,775,000 Shares from 2,583 retail investors applying for the Intermediate Minimum Lot;
  • 20,010,000 Shares from 1,390 retail investors applying for the Upsized Minimum Lot;
  • as part of the Employee Offering, 890,500 Shares from 659 Employees of the Enav Group resident in Italy applying for the Employees’ Minimum Lot.

(ii) 23,000,500 Shares have been assigned to 11,498 applicants as follows:

  • 8,850,000 Shares to 8,850 retail investors applying for the Minimum Lot; 
  • 6,630,000 Shares to 1,326 retail investors applying for the Intermediate Minimum Lot;
  • 6,630,000 Shares to 663 retail investors applying for the Upsized Minimum Lot;
  • as part of the Employee Offering, 890,500 Shares to 659 Employees of the Enav Group resident in Italy applying for the Employees’ Minimum Lot.

In the context of the Institutional Offering:

(i) Applications were received for 1,761,175,294 Shares from 278 applicants, as follows:

  • 242,017,230  Shares from 52 Qualified Investors in Italy;
  • 1,519,158,064 Shares from 226 Institutional Investors outside of Italy;

(ii) 229,599,500 Shares have been assigned to 198 applicants as follows:

  • 59,735,000 Shares to 31 Qualified Investors in Italy;
  • 169,864,500 Shares to 167 Institutional Investors outside of Italy.

 

No Shares have been purchased by the Italian Managers of the Public Offering and/or by the Institutional Managers for the Institutional Offering in accordance with their commitments.

Calculated on the basis of the Offer Price and the Institutional Price of €3.30 per Share, the market capitalization of the Company is approximately €1,788 million.

The first day of trading has been set to be July 26, 2016, by authorization from the Italian Stock Exchange.

 

The definitive results of the Global Offering will also be announced by notice published in accordance with Article 13, paragraph 2, of CONSOB Regulation No. 11971 of May 14, 1999, as amended, as a supplement to the information provided in the Summary and in Chapter 5, Paragraph 5.1.9 of the Information Note, that will be published on July 26, 2016, in the daily newspapers IlSole24Ore and Milano Finanza and on the Company's website www.enav.it.

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 Securities PLC and Unicredit Bank AG, Milan Branch as Joint Bookrunners for the Institutional Offering.

Mediobanca – Banca di Credito Finanziario S.p.A. is acting 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 Joint Global Coordinators and the Joint Bookrunners.

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.

 

 

Notice

Some of the information in these materials may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company and its Group. You can identify forward looking statements by terms such as "expect", "believe", "anticipate", "estimate", "intend", "will", "could," "may" or "might", the negative of such terms or other similar expressions. The Company wishes to caution you that these statements are only predictions and that actual events or results may differ materially. The Company does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Company, including, among others, general economic conditions, the competitive environment, rapid technological and market change in the industries the Company operates in, as well as many other risks specifically related to the Company and its operations.

Neither these materials nor any copy of them may be taken or transmitted, 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  Australia, Canada or Japan or in the Other Countries. These materials do not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe nor shall they (or any part of them) or the fact of their distribution, form the basis of, or be relied on in connection with, any contract therefor. The offer and the distribution of these materials and other information in connection with the listing and offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

These materials are not an offer for sale of any securities in the United States. The securities of ENAV S.p.A. may not be offered or sold in the United States unless they are registered under the U.S. Securities Act of 1933, as amended, or exempt from registration. ENAV S.p.A. has not registered 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.

This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) 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 entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iv) 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 ").

The securities 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.

This communication 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 (each, a “ Relevant Member State ”), other than the public offer made in Italy contemplated in the Italian prospectus once the prospectus has been approved by the competent authority in Italy and published and notified to the relevant competent authority in accordance with the Prospectus Directive, and in respect of which the Company has consented in writing to the use of the prospectus (the “ Permitted Public Offer ”), will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of securities. Accordingly, any person making or intending to make any offer of securities in a Relevant Member State other than the Permitted Public Offer, may only do so in circumstances in which no obligation arises for the Company 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.

The expression " Prospectus Directive " means Directive 2003/71/EC (this Directive and amendments thereto, including Directive 2010/73/EC, to the extent implemented in the Relevant Member State, together with any implementing measures in any 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 July 7, 2016 and supplemented by a supplement to the registration document dated July 19, 2016. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus as so supplemented.

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