NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE
FEDRIGONI IS HEADING FOR THE MILAN STOCK EXCHANGE
The company files an application for admission to listing on
the Italian Stock Exchange’s
Mercato Telematico Azionario (MTA)
Verona, 22 July 2014. Fedrigoni S.p.A. - a key international operator in the
production and sale of various types of paper and in particular high value added
paper, security products and self-adhesive items - announces that today it filed
an application with the Italian Stock Exchange for the admission of its shares to
trading on the Mercato Telematico Azionario (MTA) organized and managed by Borsa
Italiana S.p.A. and a request with CONSOB (the Italian national commission for
public companies and the stock exchange) for the approval of its Prospectus for
the Initial Public Offering for Sale and Subscription and listing of its shares.
The Global Offer will consist of newly-issued shares arriving from an increase in
share capital and from shares offered for sale by San Colombano S.p.A. (the
company headed by the Fedrigoni family), and will be made up of an institutional
offer addressed to qualified investors in Italy and institutional investors abroad
and a public offer addressed to the public at large in Italy.
BNP Paribas and UniCredit Corporate & Investment Banking are Joint Global
Coordinators and Joint Bookrunners for the operation. BNP Paribas will also act as
Lead Manager for the Public Offering and as Sponsor.
Chiomenti Studio Legale and Sullivan & Cromwell LLP are the Company’s legal
advisors, while the Joint Global Coordinators are assisted by Clifford Chance.
* * *
Not for release, publication or distribution in the United States, Australia, Canada or Japan
Fedrigoni S.p.A. adheres to the simplification regime permitted by article 70, paragraph 8 and article
71, paragraph 1-bis of CONSOB Issuer’s Regulation no. 11971/1999 and accordingly avails itself of the
possibility to derogate from the requirement to publish the information documents prescribed by article
70, paragraph 6 and article 71, paragraph 1 of said Regulation in the event of significant mergers,
spin-offs or share capital increases by means of the contribution of assets in kind, acquisitions and
disposals.
* * *
The Fedrigoni Group, with 125 years of history behind it, is an important international operator in the
production and sale of various types of paper and in particular high value added paper, security
products (such as paper for banknotes and security documents) and self-adhesive items (“converting”)
and is the leader in Italy and Europe by total turnover1 in the production and sale of special graphic
papers.
In addition, the Group is the sole Italian producer of paper for banknotes accredited by the European
Central Bank for producing the watermarked paper of the Euro banknotes and produces security items and
security paper for central banks and printing institutes.
The Fedrigoni Group stands out for its positioning in top value added market niches thanks to its
superior and constant quality of the product, its breadth and customization of the product range and
its level of customer service.
Its history, its strong identity and the recognizability of its brands, combined with the excellence
and innovativeness of its product range, the efficiency and effectiveness of its distribution network
and its flexible and highly synergetic manufacturing and business processes, enable Fedrigoni to enjoy
a position of significant importance in a domestic and international context.
The Group’s extensive and efficient commercial and distribution network constitutes another competitive
advantage. Its 8 sales branches in Italy, together with its 8 companies in 6 European countries and in
the Republic of China(Hong Kong)2, enable it to maintain direct contact with its clients already from
the product development stage, and to cover its reference markets directly, thereby ensuring efficient
control and focus on its profitability.
The Group is the owner, amongst other things, of the Fedrigoni and Fabriano brands. Fabriano paper,
with 750 years of history to its name, is part of Italy’s cultural heritage and is chosen every year by
millions of students and artists in Italy and throughout the world. The Fedrigoni Group produces and
markets fine stationery products, which are sold in 11 owned monobrand boutiques (Fabriano Boutiques)
and 4 franchised stores in Italy and China.
With over 2,000 employees, 12 facilities - of which 9 in Italy, 2 in Spain and 1 in Brazil - 11
manufacturing plants, 7 coating machine plants and 13,000 product references in its catalogue, the
Group sells its products in over 110 countries throughout the world.
In 2013 the Group posted turnover, of which around two-thirds earned on non-Italian markets, of €808.9
million euros (+3% YoY), EBITDA of €87.3 million (+4.2% YoY), EBIT of €55.7 million (+6.8% YoY) and net
income of €30.9 million (+7.1% YoY).
* * *
1 Based on the financial statements of companies operating in the same sector
2 The figures refer to the “Paper” business
Press contacts
Weber Shandwick|Advisory
Giorgio Catalano
Tel: +39 02 0064111
Mobile: +39 334 6969275
[email protected]
Carola Beretta
Tel: +39 02 0064111
Mobile: +39 335 6111390
[email protected]
These materials may not be published, distributed or transmitted in the United States, Canada, Australia or Japan.
These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the
“Shares”) of Fedrigoni S.p.A. (the “Company”) in the United States, Italy or any other jurisdiction. The Shares of the
Company may not be offered or sold in the United States absent registration or an exemption from registration under
the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Shares of the Company have not been, and will
not be, registered under the Securities Act. Any sale in the United States of the securities mentioned in this
communication will be made solely to “qualified institutional buyers” as defined in, and in reliance on, Rule 144A
under the Securities Act.
Questi materiali non possono essere pubblicati, distribuiti o trasmessi negli Stati Uniti, Canada, Australia o Giappone.
Questi materiali non costituiscono un’offerta di vendita di titoli o la sollecitazione di un’offerta di acquisto di titoli (le
“Azioni”) di Fedrigoni S.p.A. (la “Società”) negli Stati Uniti, in Italia o in qualsiasi altra giurisdizione. Le Azioni della
Società non possono essere offerte o vendute negli Stati Uniti senza registrazione o una esenzione dall’obbligo di
registrazione ai sensi dello U.S. Securities Act del 1933, come modificato (il “Securities Act”). Le Azioni della Società
non sono state e non saranno registrate ai sensi del Securities Act. Qualsiasi vendita negli Stati Uniti dei titoli
menzionati nella presente comunicazione sarà effettuata esclusivamente ad “acquirenti istituzionali qualificati” come
definiti nel, e in base all’articolo 144A del Securities Act.
In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment
professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended) (the “Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth
companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). This
document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant
Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons.
Nel Regno Unito, il presente documento è distribuito e diretto solo a soggetti che (i) sono investitori professionisti che
rientrano nella definizione dell’articolo 19(5) del Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (e successive modifiche) (“Order”) o (ii) rientrano nella definizione dell’articolo 49(2) (a)-(d) dell’Order
(società con elevato patrimonio netto, associazioni prive di personalità giuridica, ecc) (tutti questi soggetti sono definiti
come “Soggetti Rilevanti”). Questo documento è diretto solo a Soggetti Rilevanti e non deve essere seguito o utilizzato
da persone che non sono Soggetti Rilevanti. Qualsiasi investimento o attività di investimento a cui si riferisce questo
documento è disponibile solo per Soggetti Rilevanti e sarà impiegato solo con Soggetti Rilevanti.