35% holding to be offered, with completion likely this year

Following its announcement in Cannes that it would pursue its planned initial public offering (IPO) stock listing, Italian yacht-builder Sanlorenzo today confirmed that it has filed an application to join the Milan Stock Exchange (Borsa Italiana).

The listing is anticipated to be launched this year and will involve 35% of the company’s ordinary shares, leaving control of the steadily expanding group to Sanlorenzo executive chairman, Massimo Perotti. The shares will be listed on the Mercato Telematico Azionario, part of the Milan exchange. In connection with the listing, Sanlorenzo has prepared the Prospectus which has been filed with Consob for approval.

In a statement regarding the IPO, Sanlorenzo said: “The free float required for the purposes of the listing will be realised through a private placement reserved for qualified investors in Italy and institutional investors abroad pursuant to Regulation S of the United States Securities Act of 1933, as subsequently amended (the “Securities Act”), and, in the United States of America, limited to Qualified Institutional Buyers (“QIBs”) pursuant to Rule 144A of the Securities Act, with the exclusion of those countries, specifically Australia, Japan and Canada, where the Offering is not permitted without specific authorization of the relevant authorities, in accordance with applicable laws or by way of exception to such provisions.”

The Offering will comprise:

  • (i) newly issued shares resulting from a capital increase with the exclusion of pre-emptive rights
  • (ii) existing shares owned by Holding Happy Life Srl, the Perotti family holding company that is the majority shareholder of the Sanlorenzo group. The release of these shares will fulfil the objective to meet the free float requirements of Borsa Italiana for the STAR segment

The offering will be subject to market conditions and to the receipt of the authorisation to the admission to listing by Borsa Italiana and to the approval of the Prospectus by Consob. The offering is currently expected to be launched in 2019. The statement said that: “As of the date of this announcement, it is expected that the offering, including the Greenshoe option, will be up to 35% of Sanlorenzo’s share capital.”

With the offering Sanlorenzo will be subject to lock-up commitments for a period of 360 days starting from the date of the listing of the shares. HHL, as selling shareholder, will be subject to lock-up commitments for a period of 180 days starting from the date of the listing. The final terms and structure of the offering will be determined and announced immediately before its commencement.

As previously stated the proceeds generated by the offering will used to support and accelerate the expansion of the group and to take advantage of market opportunities. After the offering the company expects to have a broadly debt-free capital structure.

The following financial and legal institutions will participate in the offering:

  • Banca IMI (Intesa Sanpaolo Group), BofA Merrill Lynch and UniCredit Corporate & Investment Banking acting as Joint Global Coordinators and Joint Bookrunners.
  • Banca IMI (Intesa Sanpaolo Group) also acting as sponsor of the admission to listing of the shares
  • Alantra acting as Sanlorenzo’s financial advisor and Lazard acting as financial advisor of the selling shareholder
  • Musumeci, Altara, Desana e Associati Studio Legale and Latham & Watkins are acting as Italian legal counsel and international legal counsel of Sanlorenzo, respectively. White & Case is acting as Italian and international legal counsel and of the joint global coordinators and bookrunners