EURAZEO PLANS TO SELL AROUND 37% OF ITS INTEREST IN MONCLER
On November 27, Moncler announced the launch of its IPO on the Telematic Stock Market (Mercato Telematico Azionario (MTA)) of the Italian Stock Exchange in a price range of between €8.75 and €10.20 per ordinary share.
The public offering period will begin on November 28, 2013 and should end on December 11, 2013. The final IPO price should be set by the December 13, 2013 and trading of the Moncler shares on the MTA could start on December 16, 2013 at the earliest.
In connection with this IPO, ECIP M, a company controlled by Eurazeo, would offer for sale 36.85% of its shareholding interest (as part of the full exercise of the greenshoe option involving 15% of the Global Offering). Based on the maximum sale percentage, in the six days following the completion of the IPO, ECIP M would assign 5.08% of Moncler’s capital to its shareholders other than Eurazeo and its co-investment fund Eurazeo Partners and would therefore hold 23.33% of Moncler’s capital.
Eurazeo would thus sell approximately 37% of its investment in Moncler and would hold at the end of this transaction, including through its investment in Eurazeo Partners, 19.71% of the share capital of Moncler.
This announcement is not an offer for sale of securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Moncler S.p.A. does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into the United States, Canada, Australia or Japan. This communication is being distributed to and is directed only at persons who are outside the United Kingdom or persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) (a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
MONCLER has filed its Prospectus for an Initial Public Offering and the admission of Company’s Ordinary Shares to trading on the Mercato Telematico Azionario, managed by Borsa Italiana S.p.A.
- The Global Offering consists of up to 66,800,000 Ordinary Shares sold by the Selling Shareholders, representing 26.7% of the Company’s share capital (or 30.7% assuming the full exercise of the Greenshoe Option);
- The Italian Public Offering will begin on Thursday 28 November 2013 and will end at 1.30 p.m. on Wednesday 11 December 2013;
- The Institutional Offering and the Japanese Public Offering have begun on Wednesday 27 November 2013 and will end on Wednesday 11 December 2013;
- The indicative price range of the Offering is expected to be between a non-binding minimum of Euro 2,187.50 million and a binding maximum of Euro 2,550.00 million, equal to a non-binding minimum price of Euro 8.75 per Ordinary Share and a binding maximum price of Euro 10.20 per Ordinary Share.
Milan, 28th November 2013 – Moncler S.p.A. announces that it has today filed a Prospectus for the Initial Public Offering and the admission of the Company’s Ordinary Shares to trading on the Mercato Telematico Azionario, organized and managed by Borsa Italiana S.p.A., following its approval by CONSOB as of November 26th.
The Global Offering consists of 66,800,000 of the Company’s Ordinary Shares, representing 26.7% of the Company’s share capital, sold by the shareholders ECIP M S.A. (a Company controlled by Eurazeo S.A.), CEP III Participations S.à.r.l. SICAR (a Company controlled by the Carlyle Group) and Brands Partners 2 S.p.A. (a Company controlled by Progressio Investimenti).
The Global Offering consists of:
- an Italian Public Offering of up to 6,680,000 Shares, representing approximately 10% of the Global Offering, addressed to the general public in Italy; and
- a simultaneous offering to institutional investors of up to 60,120,000 Shares, representing approximately 90% of the Global Offering, to institutional investors outside the United States pursuant to Regulation S of the United States Securities Act of 1933, as amended, and in the United States of America, limited to “Qualified Institutional Buyers” pursuant to Rule 144A of the United States Securities Act of 1933, as amended, and specific categories of investor in the provinces of Canada. As part of the Institutional Placement up to 6,680,000 Shares, or approximately 10% of the Global Offering, will be reserved for offering to the public in Japan without a listing of the Shares (Public Offering Without Listing or POWL).
In addition, CEP III Participations and ECIP M have granted the Joint Global Coordinators, on behalf of the several institutional managers, an option to purchaseup to 10,020,000 additional Ordinary Shares in the Offering (equal to approximately 15% of the Ordinary Shares in the Offering) at the offer price (the “Greenshoe Option”).
The Greenshoe Option may be exercised, wholly or in part, until the day falling 30 days from the commencement of trading of the Ordinary Shares of Moncler on the MTA. If the Greenshoe Option is fully exercised, the percentage of the share capital of Moncler represented by the Ordinary Shares to which the Global Offering and the Greenshoe Option relate will be 30.7%.
The Italian Public Offering will begin at 9.00 a.m. on Thursday 28 November 2013 and will end at 1.30 p.m. on Wednesday 11 December 2013. The Institutional Offering and the Japanese Public Offering have begun on Wednesday 27 November 2013 and end on Wednesday 11 December 2013.
Applications for the Italian Public Offering must be filed during the Offer Period exclusively with the Placement Intermediaries for a minimum subscription of 500 Shares (Minimum Subscription) or multiples thereof, or for a minimum subscription of 5,000 Shares (Increased Minimum Subscription) or multiples thereof.
Payment for the allocated Shares must be made by 16 December 2013 at the offices of the Placement Intermediary which received the application, without the requirement for the applicant to pay any fees or expenses.
On the basis of the analysis performed by the Joint Global Coordinators, for the sole purpose of enabling manifestations of interest by Institutional Investors to be taken in as part of the Institutional Offering, in agreement with the Joint Global Coordinators, the Selling Shareholders and the Company have identified a valuation range indicative of the Company’s economic capital of between a minimum of Euro 2,187.50 million, non-binding for determining the Offer Price, and a binding maximum of Euro 2,550.00 million, equal to a non-binding minimum of Euro 8.75 per Ordinary Share and a binding maximum of Euro 10.20 per Ordinary Share (the Maximum Price).
The Offer Price, which may not exceed the Maximum Price and which will be the same for the Italian Public Offering and the Institutional Offering, will be determined by the Selling Shareholders, after consultation with the Joint Global Coordinators, at the end of the Offer Period and will be made known through the publication of a notice in Il Sole 24 Ore and MF/Milano Finanza and on the Company’s website www.monclergroup.com within 2 working days of the end of the Offer Period.
The Joint Global Coordinators of the Offering are Goldman Sachs International, BofA Merrill Lynch and Mediobanca – Banca di Credito Finanziario. Banca IMI is acting as Placement Manager for the Public Offering while Mediobanca – Banca di Credito Finanziario is acting as Joint Lead Manager for the Public Offering and Sponsor .
Banca IMI, JP Morgan, Nomura and UBS are acting as Joint Bookrunners and BNP Paribas, Equita SIM and HSBC are acting as Lead Managers.
For Moncler, Claudio Costamagna and Lazard are acting as financial advisors, Latham & Watkins LLP are acting as the Italian and International legal advisors and KPMG are acting as auditors.
Linklaters are acting as the Italian and International legal advisors for the Joint Global Coordinators, the Joint Bookrunners and the Lead Managers.
A hard copy of the Prospectus will be made available free of charge on request from the day preceding the start of the Italian Public Offering at the offices of the placement intermediaries (collocatori) as well as at the registered office of Moncler S.p.A. (in Via Stendhal 47, 20144 Milan, Italy). The Prospectus will also be available on the Company’s website www.monclergroup.com and on the websites of the placement intermediaries (collocatori) and Borsa Italiana S.p.A..
Moncler was founded in France, in Clermont, Grenoble, in 1952 and currently has its headquarters in Italy. Over the years it has accompanied its style with constant technological research assisted by experts working in the field of activities connected with the mountain world. Moncler collections combine the utmost demand for outwear with daily urban life. In 2003 Remo Ruffini acquired the maison of which he is Chairman and Managing Director. Moncler produces and directly distributes the Moncler collections of clothing and accessories, Moncler Gamme Rouge, Moncler Gamme Bleu, Moncler Grenoble and Moncler Enfant, through directly-operated boutiques and highly exclusive department stores and international multibrand stores.
For further information please contact:
Domenico Galluccio – Press Office
Tel. +39 02 42204425
Paola Durante – Investor Relations
Tel. +39 02 42204095
Italy: Image Building
Simona Raffaelli, Emanuela Borromeo
Tel. +39 02 89011300
International: Stockwell Communications
Laura Gilbert, Zoe Watt
Tel. +44 20 72402486
NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
This announcement is for background purposes only, does not purport to be full or complete and is subject to change. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Any purchase of Ordinary Shares in the proposed Global Offering should be made solely on the basis of the information contained in the final Prospectus and the Offering Circular to be issued by the Company in connection with the Global Offering and such purchases may be restricted by applicable law.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful. The offer and sale of Ordinary Shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Ordinary Shares referred to herein may not be offered or sold in Australia, Canada [or Japan] or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the Ordinary Shares in the United States, Australia or Canada.
This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”,“anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.
Each of the Joint Global Coordinators, the Joint Lead Managers and the Lead Managers (together, the “Managers”), the Company, the Selling Shareholders and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.
Persons considering making such investments should consult an authorised person specialising in advising on such investments.
This announcement does not constitute a recommendation concerning the Global Offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Global Offering for the person concerned. Each of the Managers, are acting exclusively for the Company and the Selling Shareholders and no-one else in connection with the Global Offering. They will not regard any other person as their respective clients in relation to the Global Offering and will not be responsible to anyone other than the Company and the Selling Shareholders for providing the protections afforded to their respective clients, nor for providing advice in relation to the Global Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Global Offering, each of the Managers, the Selling Shareholders and any of their affiliates, acting as investors for their own accounts, may purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Global Offering or otherwise. Accordingly, references in the Prospectus, once published, or the Offering Circular to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, each of the Managers, the Selling Shareholders and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Managers or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
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