RCS - J.P. Morgan SE - NEOM INVT FUND CO PROPOSED INVESTMENT IN TECHNOGYM
30/11/2023 17:45
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RNS Number : 2799V J.P. Morgan SE 30 November 2023
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF
AMERICA OR ITS TERRITORIES OR POSSESSIONS OR TO ANY U.S. PERSON, CANADA,
JAPAN, AUSTRALIA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND THE INFORMATION
CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO BUY, SELL,
ISSUE, ACQUIRE OR SUBSCRIBE FOR, OR THE SOLICITATION OF AN OFFER TO BUY, SELL,
ISSUE, ACQUIRE OR SUBSCRIBE FOR, ANY SECURITIES IN THE UNITED STATES OF
AMERICA OR ITS TERRITORIES OR POSSESSIONS OR TO ANY U.S. PERSON, CANADA,
JAPAN, AUSTRALIA OR IN ANY OTHER JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
NEOM INVESTMENT FUND COMPANY PROPOSED INVESTMENT IN TECHNOGYM, A WORLD LEADING
BRAND IN PRODUCTS AND DIGITAL TECHNOLOGIES FOR FITNESS, SPORT AND HEALTH FOR
WELLNESS, TO SUPPORT NEOM VISION
Milan (Italy), 30 November 2023 - NIF Holding (Italy) S.r.l. (the "Proposed
Purchaser"), a wholly owned indirect subsidiary of NEOM Investment Fund
Company ("NIF"), which itself is wholly owned by NEOM Company, announces the
intention to purchase approximately 10.1 million ordinary shares of Technogym
S.p.A. ("Technogym" or the "Company"), equal to approximately 5% of the share
capital and approximately 4% of the voting rights (the "Transaction").
The Transaction will be carried out via a reverse accelerated book-building
(the "RABB") addressed exclusively to a limited number of institutional
investors to be contacted by J.P. Morgan SE ("J.P. Morgan"), acting as sole
bookrunner (the "Sole Bookrunner"), and potentially also via a purchase of
shares by way of a derivative solution.
The price per share of the Transaction will be determined through the RABB.
NIF believes in the value creation potential of Technogym given the Company's
history of steady growth and leading market position globally, which has been
driven by its technologically advanced product lines and commitment to
innovation in fitness and health since its founding in 1983.
NIF recognizes the growth potential in Technogym and this Transaction reflects
NEOM's commitment to creating a new model for sustainable and healthy living.
NIF is therefore committed to being a long-term minority investor in Technogym
following the Transaction.
The Transaction follows a series of investments recently announced by NIF
(https://www.neom.com/en-us/newsroom/neom-announces-investment-fund) . These
investments exemplify NIF's role supporting NEOM's sector strategies for
growth, enabling new technologies, establishing new businesses, and creating
job opportunities for a thriving economy in NEOM.
The Transaction will not result in any share dilution for current shareholders
of the Company.
The RABB will start immediately, and the Proposed Purchaser will announce the
outcome of the Transaction upon its completion.
The Proposed Purchaser has appointed J.P. Morgan to act as Sole Bookrunner for
the RABB, which is reserved to and only directed at "qualified investors" in
the European Economic Area, "relevant persons" in the United Kingdom and at
institutional investors overseas (excluding the United States of America,
Japan and any other country or jurisdiction in which the Transaction is
prohibited by law), as detailed below. On the basis of the mandate granted by
the Proposed Purchaser, the Sole Bookrunner will contact a limited number of
Qualified Investors in the afore indicated jurisdictions in compliance with
applicable laws and regulations.
Rothschild & Co is acting as the Sole Financial Advisor to NIF on the
Transaction.
END
Notes to the press release
NEOM Investment Fund Company
NEOM Investment Fund Company ("NIF") is the strategic investment arm of NEOM
Company, designed to activate, advance, and accelerate the global
transformational changes critical to a sustainable future. NIF will support
the buildout and development of NEOM and deliver mutual, long-term value
across sector projects with large multinationals, innovators, and the wider
institutional investment community that are participating in the building of
NEOM and the implementation of its vision for the future. Its core
activities include executing investments alongside NEOM's sectors and
subsidiary companies in pioneering growth companies and next-generation
industries, and on fundraising at the project level that would ultimately lead
to strategic management of NEOM's diverse portfolio of commercial assets. As
a catalyst for change, NIF actively seeks out and advocates for setting up
large anchor businesses in NEOM, along with "moonshot" tech investments that
are required to deliver sustainable long-term prosperity at a time when the
world faces challenges of unprecedented scale and complexity.
For more information about NIF, visit
https://www.neom.com/en-us/invest/neom-investment-fund
(https://www.neom.com/en-us/invest/neom-investment-fund) or visit www.neom.com
(http://www.neom.com) and www.neom.com/en-us/newsroom
(http://www.neom.com/en-us/newsroom) . For media enquiries please email
media@neom.com (mailto:media@neom.com) .
Disclaimer
Neither this press release nor the RABB or the Transaction contain or
constitute an offer to buy or sell or subscribe for securities or a
solicitation to sell or to buy or subscribe for securities or a promotional
message or an advertisement in Italy.
In the European Economic Area this announcement and the RABB is reserved to
and only directed at qualified investors (as per Article 2, paragraph 1,
letter e), of Regulation (EU) 2017/1129 of the European Parliament and of the
Council of June 14, 2017 (the "Qualified Investors").
In the United Kingdom this announcement and the RABB is reserved to and only
directed at qualified investors (as per Article 2, paragraph 1, letter e) of
Regulation (EU) 2017//1129 as such as it has effect in the domestic law of the
United Kingdom by virtue of the European Union (Withdrawal) Act 2018) and who
are also: (A) investment professionals within the meaning of Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended (the "Order"); or (B) high net worth companies, or persons to whom
it can otherwise be lawfully distributed, falling within the meaning of
Article 49(2)(a) to (d) of the Order; and (C) other persons to whom such
communication may be lawfully communicated (such persons being "relevant
persons").
Any investment or investment activity referred to in this announcement is only
available to, will only be engaged in with, and may only be relied on by,
investors contacted by the Sole Bookrunner and falling in the following
categories: (1) relevant persons, in the United Kingdom; (2) Qualified
Investors, in any member state of the European Economic Area; and (3) persons
located elsewhere outside of the United States who are permitted to sell or
dispose of securities in the RABB pursuant to applicable legislation. J.P.
Morgan reserves the absolute right to determine who may participate in the
RABB.
This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into the United States, Australia, Canada, South Africa or Japan or any
other jurisdiction in which such publication or distribution is unlawful. This
announcement is for information purposes only and the information contained
herein does not constitute or form part of an offer to buy, sell, issue,
acquire or subscribe for, or the solicitation of an offer to buy, sell, issue,
acquire or subscribe for, any securities in the United States, Australia,
Canada, South Africa, Japan or in any other jurisdiction, nor shall there be
any offer, solicitation, sale or purchase of securities in any jurisdiction in
which such offer, solicitation, sale or purchase would be unlawful. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of such jurisdictions.
The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction.
This announcement is not an offer of securities for sale into the United
States. The securities of the Company have not or will not be registered under
the U.S. Securities Act of 1933, as amended.
The RABB is not being directed, directly or indirectly, to shareholders of the
Company located in the United States of America, or to agents, nominees,
trustees, custodians or other persons acting for the account or benefit of
such U.S. shareholders, or in any other jurisdiction where to do so would be
unlawful.
Offers made as part of the Transaction are not being made and will not be
made, directly or indirectly, in or into, or by use of the mails of, or by any
means or instrumentality of interstate or foreign commerce of, or of any
facilities of a national securities exchange of, the United States or to any
U.S. Person (as defined in Regulation S of the United States Securities Act of
1933, as amended (each a "U.S. Person")). This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the internet
and other forms of electronic communication. Accordingly, copies of this
announcement and any other documents or materials relating to the Transaction
are not being, and must not be, directly or indirectly, mailed or otherwise
transmitted, distributed or forwarded (including, without limitation, by
custodians, nominees or trustees) in or into the United States or to a U.S.
Person and ordinary shares cannot be tendered in the Transaction by any such
use, means, instrumentality or facility or from or within or by persons
located or resident in the United States or by any U.S. Person.
No document soliciting intentions to sell securities has been or will be
prepared in connection with any of the transactions described in this
announcement. Any investment decision to sell securities as part of the RABB
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 J.P. Morgan, the Proposed Purchaser or any of their respective
agents or affiliates.
J.P. Morgan SE is authorised by the German Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - "BaFin") and
regulated by the BaFin, the German Central Bank and the European Central Bank.
J.P. Morgan is acting solely for the Proposed Purchaser and for no other
person in connection with the RABB. J.P. Morgan will not regard any other
person as its client in relation to the RABB and will not be responsible to
any other person for providing the protections afforded to its clients, nor
for providing advice in relation to the contents of this announcement or any
transaction, arrangement or other matter referred to herein (including,
without limitation, the RABB).
Neither J.P. Morgan nor any of its affiliates nor any of their respective
directors, officers, employees, advisers or agents accepts any responsibility
or liability whatsoever for, or makes any representation or warranty, express
or implied, as to, the truth, accuracy or completeness of the information in
this announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Proposed Purchaser or
the Company or any of its or their subsidiaries or associated companies,
whether written, oral or in a visual or electronic form, and howsoever
transmitted or made available or for any loss howsoever arising from any use
of this announcement or its contents or otherwise arising in connection
therewith.
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