Sanlorenzo — Capital/Financing Update 2020

Jan 9, 2020

Informazione Regolamentata n. 2211-7-2020		Data/Ora Ricezione 09 Gennaio 2020 20:33:58	MTA - Star
Societa'	:	SANLORENZO S.P.A.
Identificativo Informazione Regolamentata	:	126519
Nome utilizzatore	:	SANLORENZON02 - -
Tipologia	:	REGEM
Data/Ora Ricezione	:	09 Gennaio 2020 20:33:58
Data/Ora Inizio Diffusione presunta	:	09 Gennaio 2020 20:33:59
Oggetto	:	stabilizzazione	Comunicazione finale relativa all'attività di
Testo del comunicato

Vedi allegato.

**NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO**

This announcement is not a prospectus and not an offer of securities for sale to US persons in any jurisdiction, including in or into the United States, Canada, Japan or Australia (or in any other jurisdiction where it is unlawful to do so).

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire shares pursuant to the proposed Offering will be made, and any investor should make his investment decision solely on the basis of the information that is contained in the prospectus approved by Consob (the "Prospectus") and published by Sanlorenzo S.p.A. (the "Issuer" or the "Company") in connection with the admission to trading of its ordinary shares ("Ordinary Shares") on the Mercato Telematico Azionario, organized and managed by Borsa Italiana S.p.A. and in the offering circular prepared by the Issuer in connection with the Offering (the "Offering Circular").

COMUNICAZIONE FINALE RELATIVA ALL'ATTIVITÀ DI STABILIZZAZIONE

Ameglia (SP), 9 gennaio 2020 – Sanlorenzo S.p.A. ("Sanlorenzo"), sulla base di quanto comunicato da Merrill Lynch International in qualità di soggetto incaricato dell'attività di stabilizzazione nell'ambito della quotazione delle azioni ordinarie di Sanlorenzo, rende noto che Merrill Lynch International ha effettuato operazioni di stabilizzazione (come definite dall'articolo 3, paragrafo 2, lettera d) del Regolamento relativo agli abusi di mercato (UE/596/2014)) in relazione all'offerta degli strumenti finanziari di seguito descritta.

Strumenti finanziari:
Emittente	Sanlorenzo S.p.A.
Strumenti finanziari	Azioni ordinarie (ISIN: IT0003549422)
Dimensione dell'offerta	11.000.000 azioni ordinarie esclusa l'opzione di over-allotment
Stabilisation Manager	Merrill Lynch International

Ai sensi dell'articolo 6, paragrafo 3, del Regolamento Delegato (UE) 2016/1052 che integra il Regolamento (UE) n. 596/2014 del Parlamento europeo e del Consiglio per quanto riguarda le norme tecniche di regolamentazione sulle condizioni applicabili ai programmi di riacquisto di azioni proprie e alle misure di stabilizzazione, Sanlorenzo, sulla base di quanto comunicato da Merrill Lynch International, comunica che l'attività di stabilizzazione è iniziata in data 10 dicembre 2019 e che l'ultima operazione di stabilizzazione è avvenuta in data 9 gennaio 2020.

La tabella di seguito riporta i dati relativi alle ultime operazioni di stabilizzazioni compiute.

Data	Numero totale delle azioni ordinarie acquistate	Numero delle operazioni	Intervallo di Prezzo (Euro)	Sede di Negoziazione
8 gennaio 2020	84.331	96	15,80-15,88	Borsa Italiana – Mercato Telematico Azionario
9 gennaio 2020	27.308	32	15,802 – 15,904	Borsa Italiana – Mercato Telematico Azionario

La tabella di seguito riporta i dati relativi alle operazioni complessive compiute nel periodo di stabilizzazione.

Data	Numero totale delle azioni ordinarie acquistate	Numero delle operazioni	Intervallo di Prezzo (Euro)	Sede di Negoziazione
10 dicembre 2019	483.120	298	15,95-16,00	Borsa Italiana – Mercato Telematico Azionario
11 dicembre 2019	259.554	89	15,53-16,00	Borsa Italiana – Mercato Telematico Azionario
12 dicembre 2019	11.024	8	15,30-15,50	Borsa Italiana – Mercato Telematico Azionario
13 dicembre 2019	9.470	52	15,20-15,32	Borsa Italiana – Mercato Telematico Azionario
17 dicembre 2019	206	1	15,99	Borsa Italiana – Mercato Telematico Azionario
18 dicembre 2019	18.871	19	15,85-15,95	Borsa Italiana – Mercato Telematico Azionario
19 dicembre 2019	10.000	5	15,70-15,72	Borsa Italiana – Mercato Telematico Azionario
23 dicembre 2019	10.000	3	15,65-15,75	Borsa Italiana – Mercato Telematico Azionario
7 gennaio 2020	28.139	45	15,874	Borsa Italiana – Mercato Telematico Azionario
8 gennaio 2020	84.331	96	15,80-15,88	Borsa Italiana – Mercato Telematico Azionario
9 gennaio 2020	27.308	32	15,802 – 15,904	Borsa Italiana – Mercato Telematico Azionario

Come comunicato in data 9 gennaio 2020, si ricorda che in data 9 gennaio 2020 è stata esercitata parzialmente da parte dei coordinatori dell'offerta Banca IMI, BofA Securities e UniCredit Corporate & Investment Banking la c.d. opzione greenshoe per n. 157.977 azioni ordinarie Sanlorenzo S.p.A.

Incluse le azioni oggetto dell'opzione greenshoe, l'offerta ha riguardato pertanto n. 11.157.977 azioni ordinarie Sanlorenzo S.p.A., pari a circa il 32,3% del capitale sociale.

Il presente comunicato è diffuso anche per conto di Merrill Lynch International ai sensi dell'articolo 6, paragrafo 3, del Regolamento Delegato (UE) 2016/1052.

***

Contatti per la stampa: Weber Shandwick | Advisory Giorgio Catalano M. 334 696 9275 Mail gcatalano@advisorywebershandwick.it Francesca Visioni M. 342 973 7950 Mail fvisioni@advisorywebershandwick.it

The contents of this announcement, which have been prepared by the Issuer and its consolidated subsidiaries (together, the "Group") and are the sole responsibility of Issuer, is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, Ordinary Shares to any person in the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Ordinary Shares referred to herein may not be offered or sold in the United States unless registered under the US Securities Act of 1933 (the "Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The offer and sale of Ordinary Shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Ordinary Shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the Ordinary Shares in the United States, Australia, Canada or Japan or elsewhere.

In member states of the European Economic Area ("EEA") (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed only at persons who are "qualified investors" within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) ("Qualified Investors"). In Italy this announcement is directed exclusively at Qualified Investors as such term is defined in Article 34-ter, paragraph 1, letter b), of CONSOB Regulation on Issuers No. 11971 of May 14, 1999, as subsequently amended and supplemented by Article 35, paragraph 1, letter d), of CONSOB Regulation on Intermediaries No. 20307 of February 15, 2018. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated, and any investment activity to which it relates will only be engaged in with such persons and it should not be relied on by anyone other than such persons.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forwardlooking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.

This announcement contains alternative performance indicators that are not recognized by IFRS. Different companies and analysts may calculate these non-IFRS measures differently, so making comparisons among companies on this basis should be done very carefully. These non-IFRS measures have limitations as analytical tools, are not measures of performance or financial condition under IFRS and should not be considered in isolation or construed as substitutes for operating profit or net profit as an indicator of our operations in accordance with IFRS.

Each of Issuer, Merrill Lynch International, Banca IMI S.p.A. and UniCredit Bank AG Milan Branch (the "Managers") and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Any purchase of Ordinary Shares in the proposed Offering should be made solely on the basis of the information contained in the final Prospectus and the Offering Circular to be issued by the Company in connection with the Offering. The information in this announcement is subject to change.

The date of admission may be influenced by things such as market conditions. There is no guarantee that admission will occur and you should not base your financial decisions on Issuer's intentions in relation to admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.

The Managers are acting exclusively for Issuer and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than Issuer for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offering of the Ordinary Shares, the Managers and any of their affiliates, may take up a portion of the Ordinary Shares in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Ordinary Shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the Prospectus and in the Offering Circular, once available, to the Ordinary 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 Ordinary 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.

None of the Managers or any of their respective affiliates or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

In connection with the Offering, Merrill Lynch International as stabilization manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Ordinary Shares or effect other transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. Merrill Lynch International is not required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Ordinary Shares on the Mercato Telematico Azionario, organized and managed by Borsa Italiana S.p.A., and ending no later than 30 calendar days thereafter. However, there will be no obligation on Merrill Lynch International or any of its agents to effect stabilizing transactions and there is no assurance that stabilizing transactions will be undertaken. Such stabilizing measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilize the market price of the Ordinary Shares above the offer price. Save as required by law or regulation, neither Merrill Lynch International nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilization transactions conducted in relation to the Offering.

In connection with the Offering, Merrill Lynch International as stabilization manager, may, for stabilization purposes, over-allot Ordinary Shares up to a maximum of 10% of the total number of Ordinary Shares comprised in the Offering. For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of Ordinary Shares effected by it during the stabilization period, Merrill Lynch International will enter into over-allotment arrangements pursuant to which Merrill Lynch International may purchase or procure purchasers for additional Ordinary Shares up to a maximum of 10% of the total number of Ordinary Shares comprised in the Offering (the "Over Allotment Shares") at the offer price. The over-allotment arrangements will be exercisable in whole or in part, upon notice by Merrill Lynch International, at any time on or before the 30th calendar day after the commencement of conditional trading of the Ordinary Shares on the Mercato Telematico Azionario, organized and managed by Borsa Italiana S.p.A. Any Over-allotment Shares made available pursuant to the over-allotment arrangements, including for all dividends and other distributions declared, made or paid on the Ordinary Shares, will be purchased on the same terms and conditions as the Ordinary Shares being issued or sold in the Offering and will form a single class for all purposes with the other Ordinary Shares.

Notice to Distributors

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 Ordinary Shares have been subject to a product approval process, which has determined that the Ordinary 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 Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary 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 Managers 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 Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.