BANCA SISTEMA S.P.A.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
PRESS RELEASE
BANCA SISTEMA GLOBAL OFFERING: THE OVER-ALLOTMENT OPTION WAS ENTIRELY EXERCISED
Milan, July 17, 2015
Banca Sistema S.p.A. ("Banca Sistema" or the "Company"), with reference to the Global Offering of its ordinary shares, is pleased to announce that today the Sole Global Coordinator Barclays Bank PLC ("Barclays"), also on behalf of the Institutional Managers, has entirely exercised the Over-Allotment Option granted by the Selling Shareholder, SOF Luxco S.à r.l., for n. 3,897,865 ordinary shares of Banca Sistema.
The purchase price of the shares covered by the Over-Allotment Option is equal to Euro 3.75 per Share
- the same price established under the terms of the Global Offering - for an aggregate consideration of approximately Euro 14.6 million, not including the commissions and expenses related to the transaction.
Settlement of the shares relating to the Over-Allotment Option will take place on July 21, 2015.
Accordingly, the Global Offering including the Over-Allotment Option involved a total of 42,876,525 shares, equal to 53.32% of the Company's share capital, for a total amount of approximately Euro 160.8 million, not including the commissions and expenses related to the transaction.
Barclays acts as Sole Global Coordinator for the transaction. The Lead Manager for the Italian Public Offering is Banca Akros S.p.A. ("Banca Akros") and Intermonte SIM S.p.A. ("Intermonte") is acting as Sponsor. Barclays, Banca Akros, Intermonte and Jefferies International Limited act as Joint Bookrunners.
Gianni, Origoni, Grippo, Cappelli & Partners and Shearman & Sterling LLP are acting as legal advisors to the Company. Clifford Chance is acting as legal advisor to the Selling Shareholder. Latham & Watkins LLP is acting as legal advisor to the Sole Global Coordinator, the Lead Manager, the Sponsor and the
Joint Bookrunners. KPMG is the auditor of the Company.
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Contacts:
Investor Relations
Carlo Di Pierro
Tel. +39 02 80280.358
E-mail carlo.dipierro@bancasistema.it
Media Relations
Anna Mascioni
Tel. +39 02 80280.354
E-mail anna.mascioni@bancasistema.it
Banca Sistema
Banca Sistema was founded in 2011, as a bank specialized in financing and managing trade receivables owed by the Italian Public Administrations, thereby entering a sector of the Italian financial system aimed at granting liquidity to corporate entities in their business dealings with the PA's, mainly through factoring and credit management services.
With main offices in Milan, Rome and London, during this time Banca Sistema has extended its activities and services available both to business
and retail Clients.
As an independent financial operator characterized by a diversified business model, Banca Sistema can offer, today, recourse and non-recourse factoring services. This includes receivables between private companies, yearly and quarterly VAT receivables refunds, current accounts, time
deposits with durations up to 10 years, guarantees, securities deposit, reverse factoring, certification of Public Administration credits, salary and pension backed loans, and small and medium enterprises financing.
The Bank is also active in the purchasing and management of non-performing financial and trade receivables as well as management and debt
recovery from individuals, thanks to its shareholding in CS Union S.p.A..
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IMPORTANT REGULATORY NOTICE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities referred to in this announcement, in any jurisdiction, including the United States, in which such offer, solicitation or sale is not permitted. The securities have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration under the U.S. Securities Act or an applicable exemption from the registration requirements of the U.S. Securities Act. Banca Sistema S.p.A. (the "Bank") does not intend to register any portion of the offering of securities in the United States or to conduct a public offering in the United States. Copies of this announcement are not being, and should not be, distributed in or sent into 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.
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