Updated January a n o p p o r t u n i t y t o s t r e n g t h e n t h e e q u i t y. Growth Shares

Transcription

1 Updated January 2011 a n o p p o r t u n i t y t o s t r e n g t h e n t h e e q u i t y Growth Shares

2

3 Growth Shares Thanks With thanks to Studio Legale Bonelli Erede Pappalardo and Mediobanca Banca di Credito Finanziario for their valuable contributions to the development of the Growth Shares proposal. g r o w t h s h a r e s 1

4 Why Growth Shares Growth Shares are designed to promote the growth of Italian companies, allowing them to raise additional resources while maintaining a stable control structure. What are they? Growth Shares are an innovative category of shares, which permit: the entrepreneur to implement important development projects without giving up control of the company the market to invest in companies with innovative medium/long term industrial projects, benefitting from higher dividends, with conversion into Ordinary Shares in the event of either loss of control by the party holding a control position or a mandatory takeover bid. What purpose do they serve? Growth Shares promote the growth and the development of Italian companies with low and medium capitalisation (especially for already-listed companies) uniting, on the one hand, the raising of new risk capital by way of the stock exchange and, on the other hand, the full exploitation of the leader role of the entrepreneur. They offer the market an instrument for investing in medium/long term industrial projects, relying on the entrepreneur s vision and business knowhow. Furthermore, Growth Shares counterbalance the information mismatch between the company and investors in cases where companies operate or develop projects in sectors that are innovative and/or have considerable discontinuity and have an entrepreneurial formula strongly based on the exploitation of intangible assets. In this way, they offer investors, together with the entrepreneur, the possibility of maximising the value of the investment over time. Legal Context The Company Law Reform of 2003 has significantly broadened the possibility of issuing shares with categories other than Ordinary Shares. This has allowed the formulation of administrative and patrimonial rights in line with market expectations, to create an innovative and attractive instrument. Shares without voting rights, or with limited voting rights, cannot be issued in numbers greater than Ordinary Shares with full voting rights. Growth Shares do not require regulatory amendments. 2 B o r s a I t a l i a n a - A s s o l o m b a r d a

5 Automatic conversion and other characteristics of Growth Shares Growth Shares are designed to offer the market an easily understandable and acceptable tool which, by way of a clause in the articles of association, provides for automatic conversion to Ordinary Shares upon the occurrence of specific investor-protection circumstances. Automatic conversion to Ordinary Shares This takes place: 1. whenever the party holding a controlling position reduces its stake to 30% or less of the Issuer s Ordinary Shares; 2. if, for whatsoever reason, the conditions arise for a mandatory (and therefore legally required) takeover bid. Following conversion to Ordinary Shares, the Growth Shares become subject to mandatory takeover bid. Other Characteristics At the time of issuing the Growth Shares, the Issuer is directly controlled by a corporation holding more than 30% of its Ordinary Shares. No voting rights are assigned. A proprietary lien is granted consisting in a percentage increase (to be established at the time of issue) with regards to the dividend attributed to Ordinary Shares. For the issuing of Growth Shares the company is required to disactivate the passivity rule. By law they may not exceed, together with any other shares having limited or no voting rights, 50 percent of the company s capital. g r o w t h s h a r e s 3

6 Strengths compared to Savings Shares Growth Shares automatically convert to Ordinary Shares whenever the party holding direct control reduces its stake to 30% or less of the Ordinary Shares or upon the occurrence of conditions for a mandatory takeover bid. The preferential proprietary rights are not proportional to the nominal value of the Growth Shares. The consequent growth of the Issuer will enable the shareholders, subscribers of Growth Shares, on the one hand, to benefit by the higher value created and, on the other, to enjoy full entitlement to the control premium. 4 B o r s a I t a l i a n a - A s s o l o m b a r d a

7 Issuing Growth Shares It is necessary to guarantee liquidity in the case of stock market listing. Who can issue them Non-listed companies that intend to remain as such (even with private equity participation) Companies that are about to be listed (even with a simultaneous issue of ordinary shares) Listed companies. The importance of liquidity The existence of an adequate free float of Growth Shares is a requisite for a successful acceptance by the stock market. To this end, it is strongly recommended (although not compulsory) that the Growth Shares represent at least 25 per cent of total capital after their issuance. i s s u e p r o c e s s SPV Majority stake (more than 30% of Ordinary Shares) Listed and non-listed companies issue of growth shares g r o w t h s h a r e s 5

8 A N E X A M P L E O F G r o w t h S H A R E S Alfa company: not listed 100% controlled by the entrepreneur financial leverage used. million Assets Liabilities and shareholders equity Assets 100 Equity 50 Financial debt 50 Total 100 Total 100 D * = 1 E * D/E is the ratio between Debts and Equity Step 1- Listing The entrepreneur issues 49 million Ordinary Shares at EUR 1, reducing his controlling interest to just over 50 percent, and raises additional debts totalling EUR 49 million, maintaining a D/E ratio of 1. million Assets Liabilities and shareholders equity Assets 198 Equity 99 Financial debt 99 Total 198 Total 198 D = 1 E Thanks to the listing, the assets increased, also using added debt made available by the use of financial leverage. 6 B o r s a I t a l i a n a - A s s o l o m b a r d a

9 Step 2 - Growth Shares The entrepreneur, faced with important development projects, raises EUR 99 million by issuing Growth Shares and has access to a further EUR 99 of debt, maintaining the D/E=1 ratio. million Assets Liabilities and shareholders equity Assets 396 Equity 198 (of which 99 is Growth Shares) Financial debt 198 (of which 99 is added) Total 396 Total 396 Growth Shares After EUR 98 million from the listing, a further EUR 198 million for development. BEFORE Growth shares million Assets Liabilities and shareholders equity Assets 198 Equity 99 Financial debt 99 Total 198 Total 198 AFTER Growth shares million Assets Liabilities and shareholders equity Assets 396 Equity (of which are Growth Shares) Financial debt 198 (of which 99 is added) Total 396 Total 396 In conclusion With the entrepreneur maintaining a little more than 50 per cent control, the Alfa company: doubles its financial resources* issuing Ordinary Shares to the maximum allowed quadruples its financial resources* issuing Growth Shares to the maximum allowed. *Including financial debt g r o w t h s h a r e s 7

10 Conclusions Italy has an abundance of small and medium-sized companies which, operating in a global context where they are forced to contend with larger competitors, have a need to invest, grow and develop. There are still only a small number of Italian businesses, particularly those that are family-controlled, which choose to go public as a means of financing growth, rather than use bank loans. This is partly due to the desire to maintain control of the company, which instead would be lost if the controlling person, to obtain adeguate resource, places a non-minority stake on the market. The Growth Shares offer a tool which, on the one hand, makes it possible to raise adequate financial resources, enhancing the continuity of the company s control structure and industrial project and, on the other, allows the subscribing shareholders to take advantage of both the consequent growth in the Issuer s business and the preferential proprietary rights, whilst at the same time maintaining full entitlement to the control premium. Actually, the Growth Shares, through the automatic conversion mechanism, acquire full voting rights at the moment when this becomes relevant, namely following the loss of control by the party holding a control position at the time of issue. Thus, they can provide an effective means of supporting the development and growth of Italian companies 8 B o r s a I t a l i a n a - A s s o l o m b a r d a

11 The publication of this document does not represent solicitation, by Borsa Italiana S.p.A., of public saving and is not to be considered as a recommendation by Borsa Italiana as to the suitability of the investment, if any, herein described. This document has not to be considered complete and it is meant for information and discussion purposes only. Borsa Italiana accepts no liability, arising, without limitation to the generality of the foregoing, from inaccuracies and/or mistakes, for decisions and/or actions taken by any party based on this documents. Trademarks Borsa Italiana and Borsa Italiana s logo, IDEM, MOT, MTA, STAR, SeDeX, MIB, IDEX, BIt Club, Academy, MiniFIB, DDM, EuroMOT, Market Connect, NIS, Borsa Virtuale, ExtraMOT, MIV BIt Systems Piazza Affari Gestione e Servizi, Palazzo Mezzanotte Congress and Training Centre and PAGS are owned by Borsa Italiana S.p.A. FTSE is a registered trademark of London Stock Exchange plc and The Financial Times Limited and is used by FTSE International Limited under licence. London Stock Exchange, the coat of arms device and AIM are a registered trade mark of Stock Exchange plc. The above trademarks and any other trademark owned by the London Stock Exchange Group cannot be used without express written consent by the Company having the ownership of the same. Borsa Italiana S.p.A. and its subsidiaries are subject to direction and coordination of London Stock Exchange Group Holdings (Italy) Ltd Italian branch. The Group promotes and offers the post-trading services of Cassa di Compensazione e Garanzia S.p.A. and Monte Titoli S.p.A. in an equitable, transparent and non-discriminatory manner and on the basis of criteria and procedure aimed at assuring interoperability, security and equal treatment among market infrastructures, to all subjects who so request and are qualified in accordance with national and community legislation, applicable rules and decisions of the competent Authorities.

12 January 2011 Borsa Italiana - London Stock Exchange Group All rights reserved. For information: Borsa Italiana Assolombarda - Finance Area T T /704 info@borsaitaliana.it fin@assolombarda.it