These written materials are not for distribution, directly or indirectly, in or into the United States (including
its territories and dependencies, any state of the United States and the District of Columbia) or in Australia,
Canada or Japan or in any other country where the offers or sales of securities would be forbidden under
applicable law (the “Other Countries”) or to residents thereof. The information contained herein does not
constitute an offer of securities for sale in the United States, Australia, Canada or Japan or in the Other
Countries.
The securities may not be offered or sold in the United States unless they are registered under the United
States Securities Act of 1933, as amended, or exempt from registration. Poste Italiane S.p.A. has not and
does not intend to register the securities in the United States or to conduct a public offer of the securities
in the United States. No money, securities or other consideration is being solicited and, if sent in response
to the information contained herein, will not be accepted.
POSTE ITALIANE S.P.A. SUCCESFULLY COMPLETES THE INITIAL
PUBLIC OFFERING OF ITS ORDINARY SHARES
Rome, October 26, 2015 – Poste Italiane S.p.A. (“Poste Italiane” or the “Company”)
announces today the final results of the Initial Public Offering of its ordinary shares for the
listing on the Mercato Telematico Azionario ("MTA") organized and managed by Borsa Italiana
S.p.A..
In the context of the Global Offering, which ended on October 22, 2015, applications were
received for an aggregate of 1,530,154,215 Shares; on the basis of the applications received
in the Global Offering, 498,300,000 Shares were allocated to 179,226 applicants. Of these
Shares, 453,000,000 are being offered for sale by the Selling Shareholder and the remaining
45,300,000 are being offered under the Over-Allotment Option in the context of the Institutional
Offering, as described in the Summary and the Second Section, Chapter V, Paragraph 5.2.5 of
the Italian Prospectus.
The allocation of the Shares among institutional investors and retail investors, as described
below, was determined also –limited to 50 Shares- in light of the claw-back option to reallocate
from the Institutional Offer to the Public Offering described in Second Section, Chapter V,
Paragraph 5.2.3.2 of the Italian Prospectus. Therefore, 362,399,950 Shares have been
allocated to Institutional Investors and 135,900,050 Shares have been allocated to retail
investors and Group’s employees.
In the context of the Public Offering:
(i) Applications were received for 387,108,050 Shares from 303,536 applicants, as follows:
-
170,807,000 Shares from 216,445 retail investors applying for the Minimum Lot;
106,894,000 Shares from 46,651 retail investors applying for the Intermediate Minimum
Lot;
101,885,000 Shares from 14,206 retail investors applying for the Upsized Minimum Lot;
as part of the Employee Offering, 7,522,050 Shares from 26,234 Employees of the
Poste Italiane Group resident in Italy applying for the Employees’ Minimum Lot.
(ii) 135,900,050 Shares have been assigned to 179,004 applicants as follows:
- 64,189,000 Shares to 128,378 retail investors applying for the Minimum Lot;
-
38,514,000 Shares to 19,257 retail investors applying for the Intermediate Minimum
Lot;
25,675,000 Shares to 5,135 retail investors applying for the Upsized Minimum Lot;
as part of the Employee Offering, 7,522,050 Shares to 26,234 Employees of the Poste
Italiane Group resident in Italy applying for the Employees’ Minimum Lot.
In the context of the Institutional Offering:
(i) Applications were received for 1,143,046,165 Shares from 359 applicants, as follows:
141,617,622 Shares from 80 Qualified Investors in Italy;
1,001,428,543 Shares from 279 Institutional Investors outside of Italy;
(ii) 362,399,950 Shares have been assigned to 222 applicants as follows:
- 59,580,000 Shares to 54 Qualified Investors in Italy;
302,819,950 Shares to 168 Institutional Investors outside of Italy;
No shares have been purchased by the Italian Managers of the Public Offering and/or by the
Institutional Managers for the Institutional Offering in accordance with their commitments.
Calculated on the basis of the Offer Price and the Institutional Price of €6.75 per share, the
capitalization of the Company will be approximately €8,816 million.
The first day of trading has been set to be October 27, 2015, by authorization from the Italian
Stock Exchange.
The definitive results of the Global Offering will also be announced by notice published in
accordance with Article 13, paragraph 2, of CONSOB Regulation No. 11971 of May 14, 1999,
as amended, as a supplement to the information provided in the Summary and the Second
Section, Chapter V, Paragraph 5.1.9 of the Italian Prospectus, to be published on October 27,
2015, in the daily newspapers IlSole24Ore and Milano Finanza and on the Company's website
www.posteitaliane.it.
Banca IMI S.p.A., BofA Merrill Lynch, Citigroup Global Markets Limited, Mediobanca-Banca di Credito
Finanziario S.p.A. and UniCredit Corporate & Investment Banking are acting as global coordinators.
UniCredit Corporate & Investment Banking and Banca IMI S.p.A. are acting as lead managers.
Mediobanca-Banca di Credito Finanziario S.p.A. is acting as sponsor.
The Jointbookrunners for the Institutional Offering are: Banca IMI S.p.A., BofA Merrill Lynch, Citigroup
Global Markets Limited, Mediobanca-Banca di Credito Finanziario S.p.A., UniCredit Corporate & Investment
Banking, Credit Suisse Securities (Europe) Limited, Goldman Sachs International, J.P. Morgan plc, Morgan
Stanley & Co. International plc and UBS Limited.
Rothschild is acting as financial advisor to Poste Italiane, while Lazard is the financial advisor to the
Ministero dell’Economia e delle Finanze, the selling shareholder.
Clifford Chance and Brancadoro Mirabile are acting as legal advisors to the Company, with Gianni Origoni
Grippo Cappelli & Partners acting as legal advisors to the Ministero dell’Economia e delle Finanze, the
selling shareholder. Chiomenti Studio Legale and Shearman & Sterling LLP are legal advisors to the
Offering’s global coordinators and to the Joint Bookrunners.
PricewaterhouseCoopers S.p.A. is acting as auditor.
Contact details
Poste Italiane S.p.A. – Press Office
Pierpaolo Cito
Head of Press Office
Tel. +39 0659589008
Mob. +39 3351823403
Mail [email protected]
Poste Italiane S.p.A. – Investor Relations
Luca Torchia
Head of Investor Relations
Tel. +39 0659589421
Mob. +39 3346402438
Mail [email protected]
IMPORTANT REGULATORY NOTICE
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.
In any EEA Member State that has implemented the Prospectus Directive (other than Italy), 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.
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 was published on 9 October
2015. Investors should not subscribe for any securities referred to in this document except on the
basis of information contained in the prospectus.