REG - Jefferies Int Ltd. Banca Farmafactrng - Proposed Placing of Existing Shares in BFF Bank

BFF Bank SpAAnnouncement

08/03/2022 17:15

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RNS Number : 0885E  Jefferies International Limited.  08 March 2022

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO.

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE SECURITIES REFERRED TO
HEREIN, IN OR INTO ANY JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES
LAWS OF ANY SUCH JURISDICTION.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PRESS RELEASE.

 

PRESS RELEASE

 

8(th) March 2022

 

Proposed offering of up to 14,043,704 existing ordinary shares corresponding
to approximately 7.6% of the outstanding ordinary share capital of BFF Bank
S.p.A. ("BFF" or the "Company")

 

Equinova UK Holdco Ltd ("Equinova"), announces its intention to sell up to
14,043,704 existing ordinary shares of BFF, corresponding to approximately
7.6% of the outstanding ordinary share capital of the Company (the "Offer
Shares").

 

The sale of the Offer Shares will be undertaken via an accelerated
bookbuilding process (the "Offering") reserved exclusively to: (i) "qualified
investors", as defined under Art. 2(e), of Regulation (EU) 2017/1129, in the
European Economic Area; and (ii) institutional investors overseas (excluding
any country or jurisdiction in which the offer or sale of such shares is
prohibited by law or in the absence of exemptions), thus relying on the
exemptions of publication of a prospectus or offering document. No prospectus
or offering document has been or will be prepared in connection with the
Offering.

 

The Offer Shares corresponds to the entire shareholding held by Equinova in
BFF as at the date hereof.

 

The price per Offer Share will be determined by way the accelerated
bookbuilding process above.

 

The bookbuilding period will commence today, 8(th) March 2022, and may close
at any time on short notice.

 

The results of the Offering, including the number of Offer Shares sold and the
price per Offer Share, will be announced as soon as practicable after the
closing of the bookbuilding process.

 

Jefferies International Limited and Jefferies GmbH ("Jefferies") are jointly
acting as Sole Global Coordinator and Sole Bookrunner in connection with the
Offering.

 

BFF will not receive any proceeds from the Offering.

 

IMPORTANT NOTICE

 

 

No person has authorised any offer to the public of the Offer Shares in any
Member State of the European Economic Area.  With respect to any Member State
of the European Economic Area (each a "Relevant Member State"), no action has
been undertaken or will be undertaken to make an offer to the public of
securities requiring publication of a prospectus in any Relevant Member
State.  As a result, the Offer Shares may only be offered in the Relevant
Member States (i) to any legal entity which is a qualified investor as defined
in the Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"); or
(ii) in any other circumstances falling within Article 1(3) and 4(2) of the
Prospectus Regulation provided that no such offer will result in a requirement
for the publication of a prospectus pursuant to Article 3 of the Prospectus
Regulation. For the purposes of this paragraph, the expression "offer of
securities to the public" means the communication in any form and by any means
of sufficient information on the terms of the offer and the securities to be
offered so as to enable the investor to decide the purchase or subscribe for
the securities.

 

In Italy, the offer and sale of the Offer Shares by the Seller is directed
only at "qualified investors", as defined pursuant to Article 34-ter,
paragraph 1, letter b) of CONSOB Regulation No. 11971 of May 14, 1999, as
amended, implementing Article 100 of Italian Legislative Decree No. 58 of
February 24, 1998, as amended.

 

In the United Kingdom, no person has authorised any offer to the public
(within the meaning of the UK Prospectus Regulation (being Regulation (EU)
2017/1129 as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018)) of any Offer Shares which are the subject of the
Offering in the United Kingdom in circumstances requiring the publication of a
prospectus pursuant to Article 3(1) of the UK Prospectus Regulation. The offer
and sale of Offer Shares is directed only at persons who (i) have professional
experience in matters relating to investments who fall within article 19(5) of
the Financial Services And Markets Act 2000 (Financial Promotion) Order 2005
(as amended) (the "Order"); or (ii) fall within Article 49(2)(a) to (d) of the
Order or (iii) are persons to whom an offer of Offer Shares may otherwise
lawfully be made (all such persons together being referred to as "relevant
persons").The information regarding the placing set out in this press release
must not be acted on or relied on by persons who are not relevant persons, any
investment or investment activity to which this press release relates is
available only to relevant persons and will be engaged in only with relevant
persons.

 

This press release and the information contained herein is for information
purposes only and does not constitute or form part of any offer of, or the
solicitation of an offer to acquire or dispose of securities in the United
States, Canada, Australia, South Africa or Japan or in any other jurisdiction
in which such an offer or solicitation is unlawful.

The Offer Shares have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the "US Securities Act"), or under the
applicable securities laws of any state or other jurisdiction of the United
States, Canada, Australia, South Africa or Japan or of any other jurisdiction.
The Offer Shares may not be offered or sold in the United States unless
registered under the US Securities Act or offered in a transaction exempt
from, or not subject to, the registration requirements of the US Securities
Act and the securities laws of any relevant state or other jurisdiction of the
United States. There will be no public offering of the Offer Shares in the
United States or elsewhere.

The Offer Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Offering or the accuracy or adequacy
of this press release. Any representation to the contrary is a criminal
offence in the United States.

Any offer and sale of the Offer Shares in Canada will be made on a private
placement basis only and is exempt from the requirement that the Company
prepares and files a prospectus under applicable Canadian securities laws. Any
resale of the Offer Shares into Canada must be made in accordance with
applicable Canadian securities laws, which may vary depending on the relevant
jurisdiction, and which may require resales to be made in accordance with
Canadian prospectus requirements, a statutory exemption from the prospectus
requirements, in a transaction exempt from the prospectus requirements or
otherwise under a discretionary exemption from the prospectus requirements
granted by the applicable local Canadian securities regulatory authority.
These resale restrictions may under certain circumstances apply to resales of
the Offer Shares outside of Canada. There will be no public offering of the
Offer Shares in Canada. This press release does not contain all of the
information that would normally appear in a prospectus under applicable
Canadian securities laws. No securities commission or similar authority in
Canada has reviewed or in any way passed upon this press release or the merits
of the Offer Shares. Any representation to the contrary is an offense. This
press release is not, and under no circumstances is to be construed as, a
prospectus, an advertisement or a public offering of the Offer Shares in
Canada.

No offer and sale of Offer Shares is or will be made in Canada, except to
persons who are: (a) a "accredited investor" within the meaning of Section 1.1
of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") of the
Canadian Securities Administrators or subsection 73.3(1) of the Securities Act
(Ontario) (the "OSA"), as applicable, and is either purchasing the Offer
Shares as principal for its own account, or is deemed to be purchasing the
Offer Shares as principal for its own account in accordance with applicable
Canadian securities laws, for investment only and not with a view to resale or
redistribution; (b) not created or used solely to purchase or hold the Offer
Shares as an accredited investor under NI 45-106; (c) a "permitted client"
within the meaning of National Instrument 31-103 - Registration Requirements,
Exemptions and Ongoing Registrant Obligations ("NI 31-103") of the Canadian
Securities Administrators; and (d) entitled under applicable Canadian
securities laws to purchase the Offer Shares without the benefit of a
prospectus under such securities laws.

No prospectus or offering document has been or will be prepared in connection
with the Offering. Any investment decision to buy securities in the Offering
must be made solely on the basis of publicly available information. Such
information is not the responsibility of and has not been independently
verified by any of Equinova, Jefferies or any of their respective affiliates.

Neither this press release nor any copy of it may be taken, transmitted or
distributed, directly or indirectly, in or into or from the United States
(including its territories and possessions, any state of the United States and
the District of Columbia), Canada, Australia, South Africa or Japan or any
other jurisdiction where such action would be unlawful. Any failure to comply
with this restriction may constitute a violation of United States, Canadian,
Australian, South African or Japanese or other applicable securities laws.

The distribution of this press release and the offering or sale of the Offer
Shares in certain jurisdictions may be restricted by law. No action has been
taken by Equinova, Jefferies or any of their respective affiliates that would,
or which is intended to, permit a public offer of the Offer Shares in any
jurisdiction or possession or distribution of this press release or any other
offering or publicity material relating to the Offer Shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this press release comes are required by Equinova and Jefferies to
inform themselves about and to observe any applicable restrictions.

This press release does not constitute a recommendation concerning the
Offering. This press release does not represent the announcement of a
definitive agreement to proceed with the Offering and, accordingly, there can
be no certainty that the Offering will proceed. Equinova and Jefferies reserve
the right not to proceed with the Offering or to vary the terms of the
Offering in any way.  Any investment decision to participate in the Offering
must be made solely on the basis of publicly available information. Such
information is not the responsibility of, and has not been independently
verified by any of, Equinova, Jefferies or any of their respective affiliates,
directors, officers, employees, advisers or agents.

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