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PRADA S.p.A. — Capital/Financing Update 2011
Jul 18, 2011
50262_rns_2011-07-18_38e254c4-8d74-423a-9e7a-9c96667ebb1e.pdf
Capital/Financing Update
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Unless otherwise defined herein, terms in this announcement shall have the same meaning as defined in the prospectus dated June 13, 2011 (the "Prospectus") issued by PRADA S.p.A. (the "Company").
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement is made pursuant to the requirement under section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong). This announcement is for information purposes only and does not constitute or form any part of any offer or an invitation to induce an offer by any person to sell, acquire, purchase or subscribe or solicit any offer for securities in any jurisdiction and neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.
The information contained in this announcement is not for distribution, directly or indirectly, in or into the United States or Italy. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in Italy. The Shares mentioned herein have not been, and will not be, registered under the United States Securities Act 1933, as amended (the "US Securities Act"). The Shares mentioned herein may not be offered or sold in the United States or to or for the benefit of US Persons (as defined under Regulation S) except pursuant to registration or an applicable exemption from registration requirements under the US Securities Act, and any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer and that will contain detailed information about the company and management, as well as financial statements. No public offering of the Offer Shares will be made in the United States. No prospectus have been cleared or approved by CONSOB (the Italian public authority responsible for regulating the domestic securities market). Accordingly, no offer to the public will be made in Italy with respect to the Offer Shares.
PRADA S.p.A.
Via A. Fogazzaro n. 28. Milan
Registry of Companies Milan, Italy: No.: 10115350158
(Incorporated under the laws of Italy as a joint-stock company)
(Stock code: 1913)
STABILIZING ACTIONS AND END OF STABILIZATION PERIOD
The Company announces that the stabilization period in connection with the Global Offering ended on July 15, 2011, being the last business day closest to the 30th day after the last day for lodging applications under the Hong Kong Public Offering. The stabilizing actions undertaken by Goldman Sachs (Asia) L.L.C., its affiliates or any person acting for it during the stabilization period were:
(i) over-allocations of an aggregate of 63,489,000 Shares in the International Placing, representing approximately 15% of the number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option;
(ii) successive market purchases were made at HK$39.50 per Share (excluding brokerage, stamp duty, SFC transaction levy and the Hong Kong Stock Exchange trading fee);
(iii) the borrowing of an aggregate of 63,489,000 Shares from Prada Holding B.V. pursuant to the Stock Borrowing Agreement dated June 17, 2011 to cover over-allocations in the International Placing; and
(iv) the full exercise of the Over-allotment Option by the Joint Global Coordinators on behalf of the International Underwriters on June 30, 2011 in respect of an aggregate of 63,489,000 Shares, representing approximately 15% of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option, at the Offer Price per Share to cover over-allocations in the International Placing.
The Company makes this announcement pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong) and announces that the stabilization period in connection with the Global Offering ended on July 15, 2011, being the last business day closest to the 30th day after the last day for lodging applications under the Hong Kong Public Offering.
The stabilizing actions undertaken by Goldman Sachs (Asia) L.L.C., its affiliates or any person acting for it, as stabilizing manager, during the stabilization period were:
(i) over-allocations of an aggregate of 63,489,000 Shares in the International Placing, representing approximately 15% of the number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option;
(ii) successive market purchases were made at HK$39.50 per Share (excluding brokerage, stamp duty, SFC transaction levy and the Hong Kong Stock Exchange trading fee);
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(iii) the borrowing of an aggregate of 63,489,000 Shares from Prada Holding B.V. pursuant to the Stock Borrowing Agreement dated June 17, 2011 entered into between Prada Holding B.V. and Goldman Sachs International to cover over-allocations in the International Placing. Such Shares were returned and redelivered to Prada Holding B.V. in accordance with the terms of the Stock Borrowing Agreement; and
(iv) the full exercise of the Over-allotment Option by the Joint Global Coordinators on behalf of the International Underwriters on June 30, 2011 in respect of an aggregate of 63,489,000 Shares, representing approximately 15% of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option, at the Offer Price per Share to cover over-allocations in the International Placing.
The last purchase made by the stabilizing manager on the market during the course of the stabilization period was on June 27, 2011 at the price of HK$39.50 per Share.
Details of the exercise of the Over-allotment Option are more particularly described in the announcement of the Company dated July 3, 2011.
The Company continues to comply with the public float requirements under Rule 8.08(1)(a) of the Listing Rules as modified by a waiver accepted by the Hong Kong Stock Exchange upon exercising its discretion under Rule 8.08(1)(d) of the Listing Rules. No new Shares or securities convertible into equity securities of the Company may be issued within six months from the Listing Date save for the situations set out in Rule 10.08 of the Listing Rules.
By order of the Board of Directors
PRADA S.p.A.
Deputy Chairman
Carlo Mazzi
Hong Kong, July 18, 2011
As of the date of this announcement, the Company's executive Directors are Ms. Miuccia PRADA BIANCHI, Mr. Patrizio BERTELLI, Mr. Carlo MAZZI and Mr. Donatello GALLI, the Company's non-executive Directors are Mr. Marco SALOMONI and Mr. Gaetano MICCICHÈ and the Company's independent non-executive Directors are Mr. Gian Franco Oliviero MATTEI, Mr. Giancarlo FORESTIERI and Mr. Sing Cheong LIU.
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