TIDM0RON
RNS Number : 0885E
Jefferies International Limited.
08 March 2022
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE
SECURITIES REFERRED TO HEREIN, IN OR INTO ANY JURISDICTION WHERE
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS PRESS
RELEASE.
PRESS RELEASE
8(th) March 2022
Proposed offering of up to 14,043,704 existing ordinary shares
corresponding to approximately 7.6% of the outstanding ordinary
share capital of BFF Bank S.p.A. ("BFF" or the "Company")
Equinova UK Holdco Ltd ("Equinova"), announces its intention to
sell up to 14,043,704 existing ordinary shares of BFF,
corresponding to approximately 7.6% of the outstanding ordinary
share capital of the Company (the "Offer Shares").
The sale of the Offer Shares will be undertaken via an
accelerated bookbuilding process (the "Offering") reserved
exclusively to: (i) "qualified investors", as defined under Art.
2(e), of Regulation (EU) 2017/1129, in the European Economic Area;
and (ii) institutional investors overseas (excluding any country or
jurisdiction in which the offer or sale of such shares is
prohibited by law or in the absence of exemptions), thus relying on
the exemptions of publication of a prospectus or offering document.
No prospectus or offering document has been or will be prepared in
connection with the Offering.
The Offer Shares corresponds to the entire shareholding held by
Equinova in BFF as at the date hereof.
The price per Offer Share will be determined by way the
accelerated bookbuilding process above.
The bookbuilding period will commence today, 8(th) March 2022,
and may close at any time on short notice.
The results of the Offering, including the number of Offer
Shares sold and the price per Offer Share, will be announced as
soon as practicable after the closing of the bookbuilding
process.
Jefferies International Limited and Jefferies GmbH ("Jefferies")
are jointly acting as Sole Global Coordinator and Sole Bookrunner
in connection with the Offering.
BFF will not receive any proceeds from the Offering.
IMPORTANT NOTICE
No person has authorised any offer to the public of the Offer
Shares in any Member State of the European Economic Area. With
respect to any Member State of the European Economic Area (each a
"Relevant Member State"), no action has been undertaken or will be
undertaken to make an offer to the public of securities requiring
publication of a prospectus in any Relevant Member State. As a
result, the Offer Shares may only be offered in the Relevant Member
States (i) to any legal entity which is a qualified investor as
defined in the Regulation (EU) 2017/1129, as amended (the
"Prospectus Regulation"); or (ii) in any other circumstances
falling within Article 1(3) and 4(2) of the Prospectus Regulation
provided that no such offer will result in a requirement for the
publication of a prospectus pursuant to Article 3 of the Prospectus
Regulation. For the purposes of this paragraph, the expression
"offer of securities to the public" means the communication in any
form and by any means of sufficient information on the terms of the
offer and the securities to be offered so as to enable the investor
to decide the purchase or subscribe for the securities.
In Italy, the offer and sale of the Offer Shares by the Seller
is directed only at "qualified investors", as defined pursuant to
Article 34-ter, paragraph 1, letter b) of CONSOB Regulation No.
11971 of May 14, 1999, as amended, implementing Article 100 of
Italian Legislative Decree No. 58 of February 24, 1998, as
amended.
In the United Kingdom, no person has authorised any offer to the
public (within the meaning of the UK Prospectus Regulation (being
Regulation (EU) 2017/1129 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018)) of any Offer
Shares which are the subject of the Offering in the United Kingdom
in circumstances requiring the publication of a prospectus pursuant
to Article 3(1) of the UK Prospectus Regulation. The offer and sale
of Offer Shares is directed only at persons who (i) have
professional experience in matters relating to investments who fall
within article 19(5) of the Financial Services And Markets Act 2000
(Financial Promotion) Order 2005 (as amended) (the "Order"); or
(ii) fall within Article 49(2)(a) to (d) of the Order or (iii) are
persons to whom an offer of Offer Shares may otherwise lawfully be
made (all such persons together being referred to as "relevant
persons").The information regarding the placing set out in this
press release must not be acted on or relied on by persons who are
not relevant persons, any investment or investment activity to
which this press release relates is available only to relevant
persons and will be engaged in only with relevant persons.
This press release and the information contained herein is for
information purposes only and does not constitute or form part of
any offer of, or the solicitation of an offer to acquire or dispose
of securities in the United States, Canada, Australia, South Africa
or Japan or in any other jurisdiction in which such an offer or
solicitation is unlawful.
The Offer Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under the applicable securities laws of any state or
other jurisdiction of the United States, Canada, Australia, South
Africa or Japan or of any other jurisdiction. The Offer Shares may
not be offered or sold in the United States unless registered under
the US Securities Act or offered in a transaction exempt from, or
not subject to, the registration requirements of the US Securities
Act and the securities laws of any relevant state or other
jurisdiction of the United States. There will be no public offering
of the Offer Shares in the United States or elsewhere.
The Offer Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission
or other regulatory authority in the United States, nor have any of
the foregoing authorities passed upon or endorsed the merits of the
Offering or the accuracy or adequacy of this press release. Any
representation to the contrary is a criminal offence in the United
States.
Any offer and sale of the Offer Shares in Canada will be made on
a private placement basis only and is exempt from the requirement
that the Company prepares and files a prospectus under applicable
Canadian securities laws. Any resale of the Offer Shares into
Canada must be made in accordance with applicable Canadian
securities laws, which may vary depending on the relevant
jurisdiction, and which may require resales to be made in
accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt
from the prospectus requirements or otherwise under a discretionary
exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority. These
resale restrictions may under certain circumstances apply to
resales of the Offer Shares outside of Canada. There will be no
public offering of the Offer Shares in Canada. This press release
does not contain all of the information that would normally appear
in a prospectus under applicable Canadian securities laws. No
securities commission or similar authority in Canada has reviewed
or in any way passed upon this press release or the merits of the
Offer Shares. Any representation to the contrary is an offense.
This press release is not, and under no circumstances is to be
construed as, a prospectus, an advertisement or a public offering
of the Offer Shares in Canada.
No offer and sale of Offer Shares is or will be made in Canada,
except to persons who are: (a) a "accredited investor" within the
meaning of Section 1.1 of National Instrument 45-106 - Prospectus
Exemptions (" NI 45-106 ") of the Canadian Securities
Administrators or subsection 73.3(1) of the Securities Act
(Ontario) (the " OSA "), as applicable, and is either purchasing
the Offer Shares as principal for its own account, or is deemed to
be purchasing the Offer Shares as principal for its own account in
accordance with applicable Canadian securities laws, for investment
only and not with a view to resale or redistribution; (b) not
created or used solely to purchase or hold the Offer Shares as an
accredited investor under NI 45-106; (c) a "permitted client"
within the meaning of National Instrument 31-103 - Registration
Requirements, Exemptions and Ongoing Registrant Obligations (" NI
31-103 ") of the Canadian Securities Administrators; and (d)
entitled under applicable Canadian securities laws to purchase the
Offer Shares without the benefit of a prospectus under such
securities laws.
No prospectus or offering document has been or will be prepared
in connection with the Offering. Any investment decision to buy
securities in the Offering must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by any of
Equinova, Jefferies or any of their respective affiliates.
Neither this press release nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any state of the United States and the District of Columbia),
Canada, Australia, South Africa or Japan or any other jurisdiction
where such action would be unlawful. Any failure to comply with
this restriction may constitute a violation of United States,
Canadian, Australian, South African or Japanese or other applicable
securities laws.
The distribution of this press release and the offering or sale
of the Offer Shares in certain jurisdictions may be restricted by
law. No action has been taken by Equinova, Jefferies or any of
their respective affiliates that would, or which is intended to,
permit a public offer of the Offer Shares in any jurisdiction or
possession or distribution of this press release or any other
offering or publicity material relating to the Offer Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this press release comes are required by
Equinova and Jefferies to inform themselves about and to observe
any applicable restrictions.
This press release does not constitute a recommendation
concerning the Offering. This press release does not represent the
announcement of a definitive agreement to proceed with the Offering
and, accordingly, there can be no certainty that the Offering will
proceed. Equinova and Jefferies reserve the right not to proceed
with the Offering or to vary the terms of the Offering in any way.
Any investment decision to participate in the Offering must be made
solely on the basis of publicly available information. Such
information is not the responsibility of, and has not been
independently verified by any of, Equinova, Jefferies or any of
their respective affiliates, directors, officers, employees,
advisers or agents.
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END
IOEQVLFBLXLEBBD
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