REG - Jefferies Int Ltd. Banca Farmafactrng - Proposed Secondary Placing in Banca Farmafactoring

BFF Bank SpAAnnouncement

01/06/2020 17:05

RNS Number : 5937O
  
Jefferies International Limited.
  
01 June 2020
  
 

 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
 
PRESS RELEASE
BFF Luxembourg S.à r.l. launches placement of existing ordinary shares in Banca Farmafactoring S.p.A. representing approximately 10% of the Company's existing share capital
Luxembourg - 01 June 2020. BFF Luxembourg S.à r.l. ("BFF Lux"), announces the launch of a placement of existing ordinary shares in Banca Farmafactoring S.p.A. ("BFF" or the "Company"), representing - as of the date of this press release -approximately 10% of the Company's share capital (the "Placement"). The Placement will be made to certain institutional investors by way of an accelerated bookbuilding process.
Bookbuilding will commence immediately. BFF Lux reserves the right to change the terms or timing of the Placement at any time. BFF Lux will announce the outcome of the transaction upon its completion.
Following completion of the Placement, BFF Lux, which - as of the date of this press release - holds approximately 21.9% of the Company's share capital, will continue to hold more than 10% of the Company's share capital.
Jefferies International Limited has been appointed by BFF Lux to act as sole bookrunner in connection with the Placement (the "Sole Bookrunner").
In connection with the Placement BFF Lux, as customary, has agreed to a 60-day lockup period with respect to any remaining BFF shares it will hold following the Placement. Subject to customary exceptions substantially in line with those already agreed in the context of BFF's initial public offering, no additional sales of shares of BFF will be made by BFF Lux during the lock up period without the consent of the Sole Bookrunner.
 
Rothschild & Co is acting as financial advisor of BFF Lux.
 
The Company will not receive any proceeds from the Placement.
 
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This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, South Africa, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this 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.  
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration thereunder or pursuant to an available exemption therefrom. Neither this document nor the information contained herein constitutes or forms part of an offer to sell, or the solicitation of an offer to buy, securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction.  
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). 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; any other persons in the United Kingdom should not take any action on the basis of this announcement and should not act on or rely on it. This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.  
In connection with any offering of the shares of Banca Farmafactoring S.p.A. (the "Shares"), the Sole Bookrunner and any of its affiliates acting as an investor for its own account may take up as a proprietary position any Shares and in that capacity, may retain, purchase or sell for their own account such Shares. In addition, the Sole Bookrunner or its affiliates may enter into financing arrangements and swaps with investors in connection with which the Sole Bookrunner (or its affiliates) may from time to time acquire, hold or dispose of Shares. The Sole Bookrunner does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.  


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