Gattai, Minoli, Agostinelli & Partners acted as legal advisor to Banca Farmafactoring for the admission to trading of the Company’s ordinary shares on the Mercato Telematico Azionario, organised and managed by Borsa Italiana S.p.A (MTA).
Following the approval of the Registration Document on 23 December 2016, Banca Farmafactoring has now received clearance by Consob to the Securities Note and Summary Note (collectively with the Registration Document, the Prospectus) relating to the institutional placement up to a maximum of 31.6% of the Company’s corporate capital (excluding the possible Greenshoe), offered for sale by the Selling Shareholder BFF Luxembourg S.à r.l..
Borsa Italiana S.p.A. has authorised in date 21 March 2017 the admission of BFF ordinary shares to trading on the MTA.
The offering is solely aimed at institutional investors and concerns up to a maximum number of 530,000 of BFF ordinary shares (53,000,000 following the entrance into force of the new By-laws of the Company on the Trading Date, in light of the provided stock split of the Company’s current share capital on the basis of a 1:100 ratio) – which shall correspond to 31.16% (excluding the exercise of the Over-allotment Option) of shares offered by the Selling Shareholder – BFF Luxembourg S.à.r.l.
Within the context of the relevant agreements entered into by and between the Selling Shareholder and the Joint Global Coordinators, the Selling Shareholder has granted an Over-allotment Option to the Joint Global Coordinators for the purchase of a maximum of 79,500 Offer Shares at the offering price (or 7,950,000 following the entrance into force of the new By-laws of the Company on the Trading Date) (the “Over-allotment Option”), corresponding to 15% of the shares offered in the offering. Furthermore, the Over-allotment Option may be exercised, in whole or in part, within 30 days from the commencement of trading of the Offer Shares on the MTA (the “Trading Date”). If the Over-allotment Option is exercised in full, the offering will amount to a maximum of 609,500 Offer Shares (or 60,950,000 following the entrance into force of the new By-laws of the Company on the Trading Date) and would represent a 35.83% of the Company’s share capital.
Mediobanca – Banca di Credito Finanziario S.p.A., Morgan Stanley and Deutsche Bank AG, London branch are serving as Joint Global Coordinators and Joint Bookrunners; BNP Paribas, Jefferies International Limited and UniCredit Corporate & Investment Banking are serving as Joint Bookrunners; Banca Akros is serving as Co-lead Manager.
Banca Farmafactoring was assisted on all Italian law matters by a team formed by Partners Nicola Brunetti and Alessandro Dolce, of Counsel Emanuela Ciaffi and associates Federico Michelini, Diletta Camicia and Silvia Pinciroli.