Gvs — Capital/Financing Update 2020

Jun 29, 2020

Informazione Regolamentata n. 2251-6-2020		Data/Ora Ricezione 29 Giugno 2020 18:53:00	MTA
Societa'	:	GVS S.P.A.
Identificativo Informazione Regolamentata	:	134390
Nome utilizzatore	:	GVSN02 - Mario Saccone
Tipologia	:	REGEM
Data/Ora Ricezione	:	29 Giugno 2020 18:53:00
Data/Ora Inizio Diffusione presunta	:	29 Giugno 2020 18:53:01
Oggetto	:	GVS S.p.A.: Exercise of the greenshoe option and end of the stabilisation period
Testo del comunicato

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Press Release

GVS: Exercise of the greenshoe option and end of the stabilisation period

Zola Predosa (BO), June 29, 2020 - GVS S.p.A. ("GVS" or the "Company") announces that – on the basis of the information disclosed by Mediobanca – Banca di Credito Finanziario S.p.A. ("Mediobanca") acting as stabilization manager in the context of the listing of the ordinary shares of GVS (the "GVS Shares") – the greenshoe option has been exercised in full (as such, in respect of 9,000,000 GVS Shares to be acquired from the selling shareholder, GVS Group S.p.A.) on June 29, 2020. With the exercise of the greenshoe option, the stabilization period ends with immediate effect.

The purchase price of the greenshoe option GVS Shares is Euro 8.15 per share, equal to the offer price in the institutional offering, for a total amount of Euro 73,350,000, gross of offer commissions.

Settlement of the greenshoe option will take place on July 1, 2020.

The institutional offering, including the GVS Shares purchased in the exercise of the greenshoe option, comprised 70,000,000 GVS Shares, corresponding to 40.00% of the share capital and 25.00% of the voting rights of the Company.

In addition, GVS, on the basis of the information received by Mediobanca and also on the latter's behalf, announces that, during the stabilization period, from the listing date on the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A. ("MTA"), i.e. June 19, 2020, until the date hereof, no stabilization activity has been carried out.

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In connection with the offering, Goldman Sachs International and Mediobanca – Banca di Credito Finanziario S.p.A. acted as joint global coordinators and joint bookrunners. Mediobanca – Banca di Credito Finanziario S.p.A. acted also as Sponsor in connection with admission to trading of the GVS Shares on the MTA. Lazard acted as financial advisor of the Company. Alirahealth acted as independent strategic advisor.

White & Case provides legal assistance to the Company, whilst Clifford Chance provides legal assistance to the joint global coordinators and joint bookrunners. PricewaterhouseCoopers S.p.A. acts as independent auditors.

This press release is issued also on behalf of Mediobanca pursuant to Article 8, letter f), and Article 6, paragraph 3, of Commission Delegated Regulation (EU) 2016/1052 dated March 8, 2016.

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GVS Group description

The GVS group is one of the global leaders in the supply of filtration solutions in the Healthcare & Life Sciences, Energy & Mobility and Health & Safety sectors.

GVS has a strong international presence with 13 production plants located in Italy, United Kingdom, Brazil, United States, China, Mexico and Romania, and 6 commercial companies located in Argentina, Russia, Turkey, Japan, Korea and China.

The Group had revenues from contracts with clients of Euro 227 million and Adjusted EBITDA of Euro 62 million for the year ended December 31, 2019.

FOR FURTHER INFORMATION:

Image Building - Media Relations

gvs@imagebuilding.it

Claudia Caracausi – 338 4476613 | Simona Raffaelli – 335 1245191 | Emilia Pezzini – 331 1787169

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These materials are 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 Directive. A prospectus prepared pursuant to the Prospectus Directive has been published and an international offering circular has been 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 Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in any relevant Member State) and includes any relevant implementing measure in the relevant Member State. In Canada the Shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

This announcement is not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament at the Council of November 4th, 2003, as amended, in particular by Directive 2010/73/UE (together, the "Prospectus Directive").

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 Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

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.

No representation or warranty, express or implied, is made by Goldman Sachs International and Mediobanca – Banca di Credito Finanziario S.p.A. (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, 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.

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 selling Shares in the transaction referred to in this announcement 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. The contents of this announcement have not been verified by theManagers.