The Italian Sea Group S.p.A. a global operator in the luxury nautical sector, announces its intention to proceed with an offer and listing of its ordinary shares on the Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A..
The offer will consist in the placement of newly issued shares, in part, and, for the other part, shares sold by GC Holding S.p.A. – a company controlled by Giovanni Costantino, CEO of the Company – and is reserved to institutional investors outside the United States pursuant to Regulation S of the U.S. Securities Act of 1933 (as subsequently amended), including “qualified investors” in Italy (as defined by applicable Italian law).
In the course of the planned Offer, the Company is expected to offer new shares from a capital increase with targeted gross proceeds of approximately EUR 50 million.
In relation to the Offer, an over-allotment option will be provided by GC Holding S.p.A. to cover potential over-allotments which will be further backed by a greenshoe option to be provided by GC Holding S.p.A., both in line with market practice for similar transactions.
The Company and GC Holding S.p.A. will agree to market practice lock-up obligations for certain periods of time following the Offer.
The final structure of the Offer, including its size and other relevant conditions, will be determined and communicated immediately before the start of the Offer.
The Offer is subject to market conditions at the time and the receipt of the necessary approvals by Borsa Italiana S.p.A. and Consob of the documentation relating to the Offer and the Listing.
Intermonte SIM S.p.A. and Joh. Berenberg, Gossler & Co. KG will act as Joint Global Coordinators and Joint Bookrunners in the planned Offer. Intermonte SIM S.p.A. will also act as Sponsor for the purposes of the Listing.
In the context of the planned Offer, two institutional and qualified investors, (i) Alychlo NV, the family investment company of entrepreneur Marc Coucke and (ii) Giorgio Armani S.p.A., the leading luxury fashion house founded by Giorgio Armani (the “Cornerstone Investors”), have committed to subscribe for and/or purchase, severally and not jointly, shares in the Offer at the final offer price for an aggregate amount of approximately 15% of the post Offer outstanding shares, in exchange for a guaranteed allocation.
The Company intends to collect gross proceeds of approximately EUR 50 million from the placement in the Offer of the newly issued shares and expects to use the net proceeds mainly for the implementation of its strategic objectives and, in particular, (i) the consolidation of its own market position in the large luxury yachting sector, focusing on the construction of yachts up to 100 meters in length, (ii) improving the perception of its brands, signing collaboration agreements with the most famous brands in the luxury sector and “archistars”, and (iii) increase its production capacity also through the purchase of European shipyards (e.g. Italy, Turkey and Greece).
Following the completion of the Offer, GC Holding S.p.A. will remain the majority shareholder of the Company.
