Offering up to 35% of the share capital of the Company

Launch of the Offering expected by 2019

Ameglia (La Spezia), 23 settembre 2019. Sanlorenzo S.p.A. (“Sanlorenzo” or the “Company” and, together with its subsidiaries, the “Group”) announces that it has filed the application with Borsa Italiana S.p.A. (“Borsa Italiana”) for the admission to listing of its ordinary shares (the “Shares”) on the Mercato Telematico Azionario organized and managed by Borsa Italiana (the “Listing”). In connection with the Listing, the Company has prepared the Prospectus which has been filed with Consob for approval.

The free float required for the purposes of the Listing will be realized through a private placement (the "Offering") reserved for qualified investors in Italy and institutional investors abroad pursuant to Regulation S of the United States Securities Act of 1933, as subsequently amended (the "Securities Act"), and, in the United States of America, limited to Qualified Institutional Buyers (“QIBs”) pursuant to Rule 144A of the Securities Act, with the exclusion of those countries, specifically Australia, Japan and Canada, where the Offering is not permitted without specific authorization of the relevant authorities, in accordance with applicable laws or by way of exception to such provisions.

The Offering will be subject to market conditions and to the receipt of the authorization to the admission to listing by Borsa Italiana and to the approval of the Prospectus by Consob. The Offering is currently expected to be launched in 2019.

The Offering will comprise: (i) newly issued shares resulting from a capital increase with the exclusion of pre-emptive rights (the "Capital Increase") and (ii) existing shares owned by Holding Happy Life S.r.l. (the "Selling Shareholder" or “HHL”), majority shareholder of the Company and controlled by Mr. Massimo Perotti, Executive Chairman of the Company, with the objective to meet the free float requirements of Borsa Italiana for the STAR segment.

As of the date of this announcement, it is expected that the Offering, including the Greenshoe option, will be up to 35% of Sanlorenzo’s share capital.

The Company will be subject to lock-up commitments, for a period of 360 days starting from the date of the listing of the Shares. HHL, as selling shareholder, will be subject to lock-up commitments, for a period of 180 days starting from the date of the listing of the Shares. Each of the lock-up commitments will be subject to customary exceptions and waiver by the Joint Global Coordinators.

Final terms and structure of the Offering will be determined and announced immediately before the commencement of the Offering.

Proceeds deriving from the Capital Increase are intended to be used by the Company mainly to foster and accelerate its future growth and to seize market opportunities. After the Offering the Company expects to have a broadly debt free capital structure.

In connection with the Offering, Banca IMI (Intesa Sanpaolo Group), BofA Merrill Lynch 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.


Press contacts:
Weber Shandwick | Advisory
Giorgio Catalano M. 334 696 9275
Francesca Visioni M. 342 973 7950