(Not for distribution in the United States, Canada, Australia or Japan)
- The Italian Public Offering of ordinary shares will commence on 16 April 2007
- The Global Offering comprises 72,000,000 shares, corresponding to approximately 40% of the Company's capital
- The Minimum Subscription Lot is 350 shares; the Increased Minimum Subscription Lot is 3,500 shares
- The Company's Indicative Valuation ranges from €13.25 to €16.75 per share
- Milan, 14 April 2007 – On 13 April 2007, Prysmian S.p.A., the parent company of one of the world's leading groups in the energy and telecommunications cables industry, filed the Prospectus for Global Public Offering for Sale of the ordinary shares of Prysmian S.p.A. on the Italian stock exchange. Publication of the Prospectus had already been authorized by CONSOB, the Italian Securities Regulator, on 12 April 2007.
The operation relates to a Global Public Offering of 72,000,000 shares, corresponding to approximately 40% of the company's share capital, offered by Prysmian (lux) II S.à.r.l.
The Global Public Offering is broken down as follows:
- an Italian Public Offering of a minimum of 14,400,000 shares, corresponding to approximately 20% of the Shares included in the Global Public Offering aimed at the general public in Italy .
- a simultaneous international Institutional Offering.
Overallotment and Greenshoe
As part of the Global Public Offering, an overallotment option will be granted to the Coordinators of the Offering by Prysmian (Lux) II S.à.r.l., also in the name and on behalf of the members of the Consortium for the Institutional Placement, to borrow an additional maximum of 10,800,000 shares, or approximately 15% of the shares in the Global Public Offering for an overallotment in the Institutional Offering.
In the event of overallotment, The Coordinators of the Global Public Offering may exercise this option, in full or in part, to place the borrowed shares with Institutional Investors at the Offering Price.
Moreover, an overallotment option will be granted to the Coordinators of the Offering by the Selling Shareholder, also in the name and on behalf of the members of the Consortium for the Institutional Placement, to purchase an additional maximum of 10,800,000 shares, or approximately 15% of the shares in the Global Public Offering, at the Offering Price (known as “the Greenshoe option”).
The above-mentioned options will be exercisable up to 30 days after the shares are first traded on the Mercato Telematico Azionario.
If the Global Public Offering is fully subscribed, by the end of the Offering, Prysmian (Lux) II S.à.r.l. will hold 60% of Prysmian S.p.A.'s share capital (or a 54% stake, if the Greenshoe option is fully exercised).
Indicative Valuation Range
Together with the Coordinators of the Global Public Offering for Sale , also based on their analyses, and only for the purpose of gathering expressions of interest from Institutional Investors as part of the Institutional Placement, the Selling Shareholder has determined a price range from €13.25 per Share to €16.75 per Share. Dates of the Global Public Offering The Global Public Offering and the Institutional Placement will begin on 16 April 2007, commencing with the Roadshow in Milan, and will end on 27 April 2007.
By 15 April the Maximum Price will be announced to subscribers, and the Offering Price will be determined at the end of the Italian Public Offering and will be announced within two working days thereafter.
Payment for the shares is set at 3 May 2007. Commencement of trading is expected to occur on 3 May 2007.
The Prospectus is available at www.prysmian.com.
Goldman Sachs, JPMorgan and Mediobanca are Joint Global Coordinators of the offering. Mediobanca also acts as Sponsor and Placement Manager for the public offering in Italy.
Labruna Mazziotti Segni and Shearman & Sterling are the Company's legal advisors, d'Urso Munari Gatti and Cleary Gottlieb Steen & Hamilton are the Joint Global Coordinators' legal advisors. PricewaterhouseCoopers have been appointed as external auditors.
Prysmian S.p.A. is the parent company of the group that acquired the shareholdings and business of the Cables & Systems Division of Pirelli & C. S.p.A. in 2005. The group is one of the world's leaders in the energy and telecommunication cables industry with a strong market position in higher added value market segments.
Organised in two business units - Energy Cables & Systems (submarine and terrestrial cables for electricity transmission and distribution) and Telecom Cables & Systems (optical fibres and cables for video, data and voice transmission and copper telecom cables), the Prysmian Group has a global presence with 54 plants and more than 12,000 employees located in 20 countries.
Specialising in the development of products and systems designed on the basis of the client's specific requirements, Prysmian's main competitive strengths include its focus on research and development, ability to innovate its products and production processes, and the use of its own advanced proprietary technologies.
This announcement is not an offer for sale of securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Prysmian S.p.A does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. 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 Prysmian S.p.A or the selling shareholder and that will contain detailed information about the company and management, as well as financial statements. Copies of this announcement are not being made and may not be distributed or sent into the United States, Canada, Australia or Japan.