SANLORENZO IPO, INDICATIVE PRICE RANGE SET FOR THE SHARES

The price range has been set at between €16.00 and €19.00 per share, corresponding to a capitalisation following the capital increase of between €552 million and approximately €656 million


Ameglia (La Spezia), 26 November 2019. Sanlorenzo S.p.A., a leading global brand in terms of the number of yachts over 30 metres long (“Sanlorenzo” or the “Company”) announces that it has set the indicative price range for the ordinary shares (the “Shares”) to be sold as part of the institutional placement (the “Offer”) aimed at the admission to trading of the Company’s Shares (if the necessary requirements are met) on the Mercato Telematico Azionario online stock market on the STAR segment (“MTA”) organized and managed by Borsa Italiana S.p.A. (“Borsa Italiana”).

The indicative valuation range of the Company’s share capital prior to the Capital Increase (as defined below) is between €480 million and €570 million, equal to a minimum price of €16.00 per Share and a maximum price of €19.00 per Share, and corresponding to a capitalisation following the Capital Increase of between €552 million and approximately €656 million.

The Offer will comprise up to 11,000,000 Shares, representing approximately 31.9% of the share capital (post Capital Increase) of the Company. In particular, the Offer will consist of (i) up to 4,500,000 newly-issued Shares resulting from a capital increase with the exclusion of option rights, approved by the Company’s Board of Directors on 16 November 2019, following the mandate approved by the Company's Shareholders’ Meeting on 9 November 2019 (the “Capital Increase”) and of (ii) up to 6,500,000 shares offered for sale by Holding Happy Life S.r.l. (the “Selling Shareholder” or “HHL”), the Company’s majority shareholder controlled by Massimo Perotti, Executive Chairman of Sanlorenzo. The Selling Shareholder has also granted to the Joint Global Coordinators an option to purchase up to an additional 1,100,000 Shares, equal to 10% of the maximum number of Shares in the Offer. In the event the greenshoe option is exercised in full, the maximum number of Shares sold in the Offer will be 12,100,000 Shares, corresponding to approximately 35.1% of the Company’s share capital (post Capital Increase).

The Offer will be reserved to qualified investors in Italy and institutional investors abroad pursuant to (i) Regulation S of the United States Securities Act of 1933 as subsequently amended (the “Securities Act”), with the exclusion of those countries, in particular the United States of America, Australia, Japan and Canada, in which the Offer is not permitted in the absence of specific authorisations from the competent authorities, in accordance with applicable laws or by way of derogation from these provisions and (ii) in the United States of America, only to Qualified Institutional Buyers pursuant to Rule 144A of the Securities Act.

The start of the Offer is envisaged on 27th November 2019.

In connection with the Offering, Banca IMI (Intesa Sanpaolo Group), BofA Securities and UniCredit Corporate & Investment Banking are acting as Joint Global Coordinators and Joint Bookrunners.

Banca IMI (Intesa Sanpaolo Group) is also acting as Sponsor of the admission to listing of the Shares.

Alantra is acting as Financial Advisor of the Company. Lazard is acting as Financial Advisor of the Selling Shareholder.

Musumeci, Altara, Desana e Associati Studio Legale and Latham & Watkins are acting as Italian Legal Counsel and International Legal Counsel of the Company, respectively.

White & Case is acting as Italian Legal Counsel and International Legal Counsel of the Joint Global Coordinators and Bookrunners.


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