Tuesday, 27 November 2018
ITALIAN EXHIBITION GROUP: FILING OF THE APPLICATION FOR ADMISSION TO TRADING OFFERING STRUCTURE AND OFFERING PRICE RANGE
o The offer, both in subscription and sale, consists into a private placement exclusively reserved for qualified investors in Italy and institutional investors abroad of a maximum of n. 9,192,349 Shares, with no par value, arising from a capital increase for up to n. 3,000,000 Shares and from the sale by Rimini Congressi S.r.l. and Salini Impregilo S.p.A. (for up to n. 5,392,349 Shares). The Issuer granted the Global Coordinators a greenshoe option to subscribe, at the offer price, an additional maximum of n. 800,000 Shares arising from the capital increase.
o The placement will be launched on November 28, 2018 and it will end on December 4, 2018 (12:00 CET).
o The Offering price range is from a minimum of Euro 3.70 per Share to a maximum of Euro 4.20 per Share.
o The proceeds of the capital increase will be used to finance the Group´s growth strategy.
Rimini, November 27, 2018 – Italian Exhibition Group S.p.A. (the ´Company´) announces that today it has filed to Borsa Italiana S.p.A. (´Borsa Italiana´) its application for admission to trading of its ordinary shares (the ´Shares´) on the Mercato Telematico Azionario organized and managed by Borsa Italiana (the ´MTA´) and, should the specific requirements be met, on its STAR segment (the ´Listing´).
The free float for the purposes of listing of the Shares will be realized through a private placement (´Institutional Placement´) exclusively reserved for qualified investors in Italy and institutional investors abroad (´Institutional Investors´), pursuant to Regulation S of the 1933 United States Securities Act, as subsequently amended, excluding the United States, Canada, Japan, Australia and any other country (the ´Other Countries´) in which the offer of financial instruments is not permitted without authorization of the relevant authorities, in accordance with applicable laws or by way of exception to such provisions (the ´Offering´). No public offer will be made in Italy and/or in Other Countries. The
Institutional Placement will be carried out on the basis of an offering document in English (the International Offering Circular), whose content is consistent with the Prospectus.
The Offering will involve a maximum of n. 9,192,349 Shares (including the Greenshoe, as defined hereunder), arising for a maximum of n. 3,000,000 Shares from a capital increase approved by the Company´s Extraordinary Shareholders´ Meeting on 17 October 2018 (the ´Capital Increase´), and for a maximum of n. 5,392,349 Shares from the sale by Rimini Congressi S.r.l. (for a maximum of n. 4,870,000 Shares ) and Salini Impregilo S.p.A. (for a maximum of n. 522,349 Shares) (the ´Selling Shareholders´). The Company will also grant Intermonte SIM S.p.A. and Equita SIM S.p.A. (the ´Global Coordinators´), on their own account and on account of the underwriting syndicate, an option to subscribe, at the Offering Price (as defined hereunder), an additional maximum of n. 800,000 Shares arising from the Capital Increase, which option may be exercised, in whole or in part, until the 30th day after the commencement of trading of the Shares on the MTA (the ´Greenshoe´).
In the event of the full placement of the n. 9,192,349 Shares offered (and thus including the full exercise of the Greenshoe), the total Shares held by the market will represent 35.01% of the Company´s share capital post-Offering.
In agreement with the Selling Shareholders and the Global Coordinators, the Company has identified an Offering price range from a minimum of Euro 3.70 per Share to a maximum of Euro 4.20 per Share, corresponding to a post-money equity value (assuming the full placement of the Shares offered) of a minimum of Euro 128.3 million and a maximum of Euro 145.6 million.
The Share offer price (the ´Offering Price´) will be determined by the Company and the Selling Shareholders, together with the Global Coordinators, at the end of the Order Collection Period (as defined hereunder) according to the open price mechanism. This determination will be based on, inter alia: (i) the conditions of the Italian and international securities markets; (ii) the quantity and quality of expressions of interest received from the Institutional Investors in the context of the Institutional Placement; and
(iii) the results achieved by the Company and its prospects.
The Offering Price will be announced by publishing a specific press release on the Issuer´s website, www.iegexpo.it
., in the dedicated Investor Relations area, within five trading days of the end of the Order Collection Period. The press release announcing the Offering Price will also contain the data relating to the Company´s capitalization, calculated on the basis of the Offering Price, and the total proceeds of the Offering, referring to the Offering Price net of the fees paid to the underwriting syndicate.
Offering period and commencement of trading
The Institutional Placement will begin on November 28, 2018 and will end on December 4 2018 (12:00 noon CET), subject to extension or early termination communicated through
a press release to be published on the Issuer´s website www.iegexpo.it
(the ´Order Collection Period´).
The commencement of trading of the Company´s Shares on the MTA, expected on 6th December 2018, will be determined by Borsa Italiana with subsequent notice, subject to verification of the requirements for the distribution of Shares. If, as a result of the checks carried out by Borsa Italiana, the capitalization and distribution requirements required to list in the STAR segment will not fully met, the Company intends to continue with the listing on the MTA.
Use of proceeds
The Company intends to use the proceeds arising from the Capital Increase to support its strategy, its growth and development objectives and, more generally, to help strengthen IEG Group´s financial and capital structure. In particular, such proceeds will be used for the development of the Business Line of Organised Events (both through the spin-off of new events from those already existing and of more important dimensions, or through the acquisition or aggregation with other players in the sector) to support the internationalization process (also through the signing of agreements and joint ventures with foreign organizers), for the further development of the Group´s infrastructures, as well as, finally, for the expansion of activities linked to related services and innovation digital.
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Equita SIM S.p.A. and Intermonte SIM S.p.A. are acting as Joint Global Coordinators and Joint Bookrunner in the Institutional Placement; Intermonte, is also acting as Sponsor of the Company in the management of the relations with Borsa Italiana for the purpose of Listing and Specialist. Pricewaterhouse Coopers S.p.A. is the Independent Auditor.
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This press release represents a notice pursuant to article 6 of the Commission Delegated Regulation (EU) 2016/1052. Intermonte SIM S.p.A., as stabilization agent, reserves the option to conduct, also in the name and on behalf of the members of the Underwriting Syndicate, stabilization activities on the Shares in accordance with applicable laws. This activity will be carried out as from the first day of trading on the MTA and for the following 30 days. However, there is no certainty that the stabilization activity will be actually carried out; moreover, such activity may be suspended at any time. Stabilization activities, if commenced, could result in a market price higher than the price that would
otherwise prevail. Stabilization activities are aimed at supporting the market price of the Shares during the stabilization period and will take place on the MTA.
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The company´s By-laws that entered into force on the date of the admission to listing of the Shares on the MTA by Borsa Italiana (the ´New Company By-Laws´) is available on the Company´s web site (www.iegexpo.it
). In accordance with art. 7.1 of the New Company By-Laws, the shareholder Rimini Congressi S.r.l. has elected, based on their holding of Shares for an uninterrupted period of 36 months prior to the Shares´ admission to listing, to participate in the Company´s loyalty voting program for its own shares that satisfy the required requisites.
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For further information
ITALIAN EXHIBITION GROUP S.P.A.
Roberto Bondioli email@example.com
+39 0541 744642
Head of Communication and Media IEG
Elisabetta Vitali firstname.lastname@example.org
+39 0541 744228
Barabino & Partners S.p.A.
Federico Steiner email@example.com
Marina Riva firstname.lastname@example.org
+39 02 72023535 +39 347 2975426
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The IEG Group
Since the 1970s, the Group is an important player in Italy and in Europe in the management and organization of exhibitions. Based on the data available to the Company, the Group is leader in Italy in 2017 in the organization of international exhibitions, mainly dedicated to the professional operators (so-called B2B events).
The Group´s activities are carried out through a single business unit and are comprised of the following five main Business Lines:
• the organization and implementation of organized events in five Categories: (i) food and beverage; (ii) jewellery and fashion; (iii) tourism, hospitality and lifestyle; (iv) wellness and leisure; and (v) green and technology (the ´Organised Events´);
• the rental of exhibition facilities for hosted events organized by third parties organizers (the ´Hosted Events´);
• the promotion and management of congress events (also known as M.I.C.E.) and the provision of specific related services (the ´Congress Events´);
• the provision and supply of services connected to the exhibition and congress events provided both in the context of property events and for events organized by third parties at Group´s facilities or in other locations (the ´Ancillary Services´);
• the creation of additional activities and the provision of non-core services (publishing, sporting events, rentals of advertising space and commercial activities and neighborhood advertising (´Publishing, Sport and Other Activities´).
The Group plays a primary role in the Italian and European exhibitions market. In 2017, the Group completed 261 events, of which 36 were organized, 14 were hosted, 206 were congresses and 5 were of other categories (with 35 international exhibition and congress events).
The Group´s activity is characterized, compared to other operators in the sector, by the high number of proprietary events designed, developed and organized by it, which makes the Group the leading player in Italy for this category of events. Furthermore, the organization and management of the exhibition events is carried out mainly at owned facilities (the Rimini Exhibition Center and the Vicenza Exhibition Center), while some events are organized in exhibition areas of other operators in Italy and abroad (Rome, Milan, Arezzo, Dubai), through the Group´s subsidiaries or affiliates.
For the year ended 31 December 2017, the Group reported total revenues of €130.7 million, an EBITDA of €23.2 million, an EBIT of €13.2 million and a net profit of €9.2 million. At 30 June 2018, the Group´s total revenues amounted to €77.3 million, compared to €71.3 million in H1 2017, an increase of €6 million (+8.5%).
The Group´s operations have grown significantly in recent years, recording an increase in total revenues of 43.6%, between 2017 and 2016 and 21.5% between 2016 and 2015 reaching Euro 130,677,000 in the year ended 31 December 2017 (Euro 77,309 thousand as of June 30, 2018). In particular, the Business Line of Organized Events recorded a CAGR of 49.9% of total revenues in the period 2015-2017. The CAGR of the total revenues generated by the Business Line of Organized Events in the period 2015-2017, excluding the effects of the Acquisition of Fiera di Vicenza completed on 1 November 2016, would have been 8.8%, higher than that of the exhibition market, equal to 3.6% for the same period.
In the same period, the Business Line of Hosted Events recorded a CAGR of total revenues equal to 4.4%, the Business Line of Congress Events recorded a CAGR of total revenues equal to 11.7%, the Business Line of Ancillary Services recorded a CAGR of total revenues equal to 10.6%, and the Business Line Publishing, Sports and Other Activities recorded a CAGR of total revenues equal to 5.3%.
The Issuer believes that these growth rates have been possible, mainly, due to its ability to interpret market trends and offer products and services in line with customer expectations, while also seizing opportunities in terms of growth through acquisitions (such as the Acquisition of Fiera di Vicenza and the acquisition of the management of the jewellery exhibitions held in Arezzo).
The Company believes that the following competitive strengths differentiate the Group from its competitors:
• LEADERSHIP IN EVENT ORGANIZATION;
• STRONG BRAND RECOGNITION OF ORGANIZED EVENTS;
• HIGH NUMBER OF OWNED EXHIBITIONS;
• PARTICIPATION IN THE WHOLE VALUE CHAIN;
• LARGE, STATE-OF-THE ART EXHIBITION AND CONVENTION CENTERS THAT ARE PREDOMINANTLY COMPANY- OWNED;
• KNOWLEDGE OF THE TARGET MARKETS;
• CUSTOMER LOYALTY.
The Company approved a dividend policy, providing that distribution be based on a percentage of at least 40% of annual net profit for the years ending 31 December 2018, 2019 and 2020, as shown in the financial statements that will be approved for each year.
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These materials are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia and Japan (or in any other jurisdiction where it is unlawful to do so). This communication does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 as amended (the ´Securities Act´). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States, Canada, Australia and Japan or in any other jurisdiction where it is unlawful to do so. This document is being distributed only by or with the approval of an authorised person or to (i) persons who are outside the United Kingdom (ii) persons in the United Kingdom who have professional experience in matters related to investments and who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amendend) of the United Kingdom (the ´Order´) (iii) persons who fall within Article 49(2)(a) to (d) (´high net worth companies, unincorporated associations etc.´) of the Order, and (iv) any other persons to whom this document may otherwise lawfully be directed (all such persons together being referred to as ´relevant persons´). The investments to which this document relates are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments 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 document is an advertisement and is not a prospectus for the purposes of the Directive 2003/71/EC of the European Parliament at the Council of November 4th, 2003, as amended, in particular by Directive 2010/73/UE (together, the ´Prospectus Directive´). A prospectus prepared pursuant to the Prospectus Directive will be published exclusively for the purposes of the listing of the
Company´s shares on the MTA. An international offering circular will be made available in connection with the Offering described below. Investors should not subscribe for any securities referred to in this document except on the basis of information contained or the international offering circular which include detailed information regarding the Company and the risks involved in investing in the securities. In any EEA Member State that has implemented the Prospectus Directive, 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 by the relevant Member State) and includes any relevant implementing measure in the relevant Member State. In Canada the Shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
This announcement contains inside information within the meaning of Article 7(1) of Regulation (EU) no. 596/2014. Upon publication of this announcement, this inside information is now considered to be in the public domain, and any persons previously in possession of such inside information will no longer be considered to be in possession of inside information following publication of this announcement.
The distribution of this press release is not made, and has not been approved, by an ´authorized person´ within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is directed only at persons who (i) are located outside the United Kingdom, (ii) have professional experience in matters relating to investments and fall within Article 19(5) (´investment professionals´) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (as amended), (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) or (iv) are persons to whom this press release may otherwise lawfully be communicated (all such persons together being referred to as ´Relevant Persons´). This press release is not a prospectus which has been approved by the Financial Conduct Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.
The distribution of this document in certain countries may constitute a breach of applicable law. The information contained in this document does not constitute an offer of securities for sale in Canada, Australia or Japan. This press release may not be published, forwarded or distributed, directly or indirectly, in Canada, Australia or Japan.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (´MiFID II´); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the ´MiFID II Product Governance Requirements´), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any ´manufacturer´ (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares of the Company (the ´Shares´) have been subject to a product approval process, which has determined that such Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II to such target market (the ´Target Market Assessment´). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Global Coordinators and Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.
No representation or warranty, express or implied, is made by Intermonte SIM and Equita SIM S.p.A. (the ´Managers´), or any of their respective affiliates, directors, officers, employees, advisers or agents as to the accuracy or completeness or verification of the information contained in this announcement, and nothing contained herein is, or shall be relied upon as, a promise or representation by the Managers in this respect, whether as to the past or future.
None of the Managers assumes any responsibility for its accuracy, completeness or verification and accordingly the Managers disclaim, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement.
The Managers are each acting exclusively for the Company in the transaction referred to in this announcement and for no-one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to their respective clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement. The contents of this announcement have not been verified by the Managers.