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JapanNOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR ANY COUNTRY WHERE IT IS UNLAWFUL TO DO SO.
This announcement is an advertisement and not a prospectus and not an offer of securities for sale in or into the United States, Canada, Japan or Australia, or any other jurisdiction where it is unlawful to do so.
Milano, 20th June 2022 – Industrie De Nora S.p.A. (the “Company”) announces that it has identified the indicative price range for its ordinary shares (the “Shares”) of €13.50 to €16.50 per ordinary share (the "Offer Price Range"), implying a market capitalisation of approximately €2,723 and €3,283 million for the Company, post the capital increase.
SQ Invest S.p.A., an investment company wholly owned by San Quirico S.p.A., holding company of the Garrone Mondini family and controlling shareholder of ERG S.p.A, a leading renewable energy company listed on Euronext Milan, is acting as cornerstone investor for the offering.
Within the framework of the offering, SQ Invest SpA and 7-Industries Holding B.V, family office of Ruthi Wertheimer, specializing in minority long term investments in advanced technologies industrial companies led by families and entrepreneurs, have undertaken to acquire shares in the Offering at the final offer price, subject to certain condition precedents, for an amount of €100 million each, acting as cornerstone investors (the "Cornerstone Investors"). Based on an Offer Price at the mid-point of the Offer Price Range, the total number of Offer Shares acquired by the Cornerstone Investors would be approximately 13,333,333 Offer Shares, representing approximately 38.3% of the Offer Shares, assuming that the over-allotment option is not exercised. Mr. Alessandro Garrone will be appointed as independent director of the Company with effect from the listing date and subject to the investment pursuant to the cornerstone agreement.
The offering will consist of an institutional placement (the "Offering") exclusively reserved for qualified investors in Italy and institutional investors abroad pursuant to Regulation S of the United States Securities Act of 1933, as amended (the “Securities Act”) and, in the United States of America, limited to “qualified institutional buyers” pursuant to Rule 144A of the Securities Act, with the exclusion on any country in which the offer of financial instruments is not permitted without specific authorization of the relevant authorities, in accordance with applicable laws or by way of exception to such provisions.
The final offer price will be determined by the Selling Shareholders (as defined below) and the Company after consultation with the Joint Global Coordinators (as defined below) following a bookbuilding exercise, considering the conditions of the domestic and international securities market, the quantity and quality of the expressions of interest received from institutional investors in the context of the Offering, the results achieved by the Company and its prospects. The offer price may be set within, below or above the Offer Price Range and will be published on the website of the Company www.denora.com within 5 (five) working days following the completion of the offer period, which is envisaged to start on 22 June 2022 and to end by end of June 2022. The offer period may be shortened, extended or suspended. There will be no offer to the general public in Italy and/or any other country.
The Offering, aimed at admission to trading of the Company's Shares on Euronext Milan, will be for a maximum of 35,075,683 Offer Shares (as defined below), corresponding to approximately 17.4% of the Company's share capital post capital increase.
The Offering will consist of (i) up to 14,814,815 newly-issued shares offered by the Company (the "New Offer Shares"); (ii) up to 20,260,868 existing shares offered by Federico De Nora S.p.A., Norfin S.p.A., and Snam S.p.A. through Asset Company 10 S.r.l. (together, the "Selling Shareholders") (the "Existing Offer Shares" and together with the New Offer Shares, the "Offer Shares").
In addition, the Selling Shareholders have granted Credit Suisse, as stabilising manager, an option to purchase up to 5,261,352 additional Shares (the "Over-allotment Shares"), equal to up to approximately 15.0% of the aggregate number of Offer Shares to be sold in the Offering (the "Over-allotment Option"). The final number of Offer Shares and Over-allotment Shares will depend on the final Offer Price.
The Company and the Selling Shareholders are expected to enter into customary lock-up arrangements with the Joint Global Coordinators on behalf of the Underwriters, restricting their ability to issue, sell or transfer Shares for a period of 365 days and 180 days respectively, subject to certain customary carve-outs and possible waivers by the Joint Global Coordinators. Moreover, certain key executives and directors of the Company are expected to enter into customary lock-up agreements with the Joint Global Coordinators on behalf of the Underwriters.
The commencement of trading of the Company’s Shares on the Euronext Milan will be determined by Borsa Italiana, subject to the approval by CONSOB of the Prospectus and verification of the additional requirements for the distribution of Shares established by Borsa Italiana.
Credit Suisse and Goldman Sachs International are acting as joint global coordinators and joint bookrunners, BofA Securities, Mediobanca and UniCredit are acting as joint bookrunners (together with the Joint Global Coordinators, the "Underwriters"). Mediobanca is also acting as sponsor in connection with the listing the Shares on Euronext Milan. Latham & Watkins is acting as legal advisor to the Company, while Clifford Chance is the legal advisor to the joint global coordinators and joint bookrunners.
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Industrie De Nora is an Italian multinational company, specialized in electrochemistry, a leader in sustainable technologies and with a key role in the industrial green hydrogen production chain. The Company has a portfolio of products and systems to optimize the energy efficiency of key industrial electrochemical processes and a range of products and solutions for water treatment. Globally, Industrie De Nora is the world's largest supplier of activated electrodes (serving a broad portfolio of customers operating in the fields of chlorine & caustic soda production, components for electronics, non-ferrous metal refining). Industrie De Nora is also among the world's leading suppliers of water filtration and disinfection technologies (for the industrial, municipal, and marine sectors) and the world's leading supplier of swimming pool disinfection components. Leveraging its well-established electrochemical knowledge, proven manufacturing capability, and a supply chain established over the years, the Company has developed and qualified a portfolio of electrodes and components to produce hydrogen through the electrolysis of water, which is critical for the energy transition. Founded in 1923, Industrie De Nora had total revenues of 616 million euros and EBITDA of 127 million euros in 2021. The company's growth process has developed both organically, through continued penetration of new markets and applications, and through acquisitions in the U.S., Asia, and Europe. Growth is supported by continuous innovation well represented by its evolving intellectual property portfolio, which currently includes more than 260 patent families with more than 2,600 territorial extensions. The company's portfolio includes a stake (about 34 percent) in the thyssenkrupp NUCERA joint venture, a world-leading engineering company in chlorine production and water electrolysis plants to produce hydrogen. The Group is controlled by the De Nora family (about 64 percent of the shares), with Snam S.p.A. as a minority shareholder with about 36 percent of the capital.
Barabino & Partners
Media Relations
Office: +39 02/72.02.35.35
Giovanni Vantaggi – g.vantaggi@barabino.it 328 83 17 379
Sabrina Ragone – s.ragone@barabino.it 338 25 19 534
Francesco Faenza – f.faenza@barabino.it 345 83 16 045
Alberto Piana – a.piana@barabino.it 342 76 70 164
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DISCLAIMER
This communication is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia and Japan (or in any other jurisdiction where it is unlawful to do so). This communication does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 as amended (the “Securities Act”). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States, Canada, Australia and Japan or in any other jurisdiction where it is unlawful to do so. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). The Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This document is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation. A prospectus prepared pursuant to Regulation (EU) 2017/1129 (the "Prospectus Regulation") Commission Delegated Regulation (EU) 2019/980, and the Commission Delegated Regulation (EU) 2019/979 will be published and an international offering circular will be made available in connection with the Offering described below. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus or the international offering circular which include detailed information regarding the Company and the risks involved in investing in the securities. In any EEA Member State that has implemented the Prospectus Regulation, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation. This document is an announcement and not a prospectus within the meaning of the Prospectus Regulation. This press release is not an offer of securities for sale into the United States. The shares are being offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States in offshore transactions in reliance on Regulation S under the Securities Act. The shares herein have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. No public offering of securities is being made in the United States. This press release does not contain or constitute an offer to sell or the solicitation of an offer to buy any of the shares, nor shall there be any sale of the shares in the United States or any state or jurisdiction in which such offer, solicitation, or sale is unlawful. Any offers of the shares will be made only by means of a private offering circular. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus or the international offering circular which include detailed information regarding the Company and the risks involved in investing in the securities. In any EEA Member State that has implemented the Prospectus Regulation, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation. The distribution of this press release is not made, and has not been approved, by an “authorized person” within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is directed only at persons who (i) are located outside the United Kingdom, (ii) have professional experience in matters relating to investments and fall within Article 19(5) (“investment professionals”) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (as amended), (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) or (iv) are persons to whom this press release may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). This press release is not a prospectus which has been approved by the Financial Conduct Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000. The distribution of this document in certain countries may constitute a breach of applicable law. The information contained in this document does not constitute an offer of securities for sale in Canada, Australia or Japan. This press release may not be published, forwarded or distributed, directly or indirectly, in Canada, Australia or Japan. Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares of the Company (the “Shares”) have been subject to a product approval process, which has determined that such Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II to such target market (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the joint global coordinators and joint bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels. The information herein contains forward-looking statements. All statements other than statements of historical fact included herein are forward-looking statements. Forward-looking statements give the Company’s current expectations, estimates, forecasts, and projections relating to its financial condition, results of operations, plans, objectives, future performance and business as well as the industries in which the Company operates, as well as the beliefs and assumptions of the Company’s management. In particular, certain statements with regard to management objectives, trends in results of operations, margins, costs, return on equity, risk management and competition tend to be forward-looking in nature. These statements may include, without limitation, any statements preceded by, followed by or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “goal,” “may,” “anticipate,” “estimate,” “plan,” “project,” “seek,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words and terms of similar meaning or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company’s control that could cause the Company’s actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which it will operate in the future. Therefore, the Company’s actual results may differ materially and adversely from those expressed or implied in any forward-looking statements. They are neither statements of historical fact nor guarantees of future performance. The Company therefore cautions against relying on any of these forward-looking statements. No representation or warranty, express or implied, is made by any of the banks acting as joint global coordinators or joint bookrunners in the context of the potential initial public offering (the “Managers”), or any of their respective affiliates, directors, officers, employees, advisers or agents as to the accuracy or completeness or verification of the information contained in this announcement (or whether any information has been omitted therefrom), and nothing contained herein is, or shall be relied upon as, a promise or representation by the Managers in this respect, whether as to the past or future. The information in this announcement is subject to change. None of the Managers assumes any responsibility for its accuracy, completeness or verification and accordingly the Managers disclaim, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement. The Managers are each acting exclusively for the Company and the shareholders and for no-one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to their respective clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement. In connection with the Offering, the Managers and any of their affiliates may take up a portion of the shares in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the Prospectus, once published, to the 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, the Managers and any of their affiliates acting in such capacity. In addition, the Managers and any of their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which the Managers and any of their affiliates may from time to time acquire, hold or dispose of shares. 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.