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. OVS 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. Copies of this announcement are not being made and may not be distributed or sent into the United States, Canada, Australia or Japan or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) (a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
CONSOB’s approval follows the admission of OVS Ordinary Shares to listing on the Mercato Telematico Azionario granted on February 10, 2015 by Borsa Italiana.
For the sole purpose of enabling the collection of manifestations of interest by institutional investors, the selling shareholder Gruppo Coin S.p.A. and OVS S.p.A., in agreement with the Global Coordinators, have identified an indicative valuation range between a non-binding minimum price of Euro 4.00 per Ordinary Share and a binding maximum price of Euro 5.40 per Ordinary Share.
The Prospectus will be filed with Consob and made available at the placement intermediaries (collocatori) as well as at the registered offices of OVS S.p.A. (Via Terraglio 17, 30174 Venezia-Mestre). The Prospectus will also be available on the Company’s website www.ovscorporate.it and on the websites of the placement intermediaries (collocatori) and Borsa Italiana S.p.A..
The notice regarding the publication of the Prospectus will be published in the Italian newspapers Il Sole 24 Ore and Milano Finanza on February 13, 2015.
The Global Coordinators of the transaction are Banca IMI, BofA Merrill Lynch, Goldman Sachs International and UniCredit Corporate & Investment Banking; Credit Suisse and HSBC will act as Joint Bookrunners.
In addition, Banca IMI is acting as Lead Manager of the retail offering (“responsabile del collocamento retail”) and Sponsor.
Latham & Watkins LLP is acting as Italian and international legal advisors for OVS and PricewaterhouseCoopers is acting as auditors. Lazard is acting as financial advisors. Facchini, Rossi & Soci is acting as tax advisor for OVS S.p.A, while Gruppo Coin S.p.A., as selling shareholder, is assisted by Bonelli Erede Pappalardo.
White & Case LLP is acting as Italian and international legal advisors for the Global Coordinators, Joint Bookrunners and Lead Manager.
The OVS Group is the market leading value fashion retailer in Italy. It creates, produces and sells clothing apparel for women, men and children under the brands OVS and UPIM, and has an extensive sales network across the country. The OVS brand, which represents more than 80% of the Group’s turnover, combines fashion, quality and Italian style, always at the most affordable prices. The OVS Group is owned by BC Partners, a leading private equity firm, and in the financial year ended 31 January 2014 it achieved consolidated revenues of €1.136 billion.
For more information:
Barabino & Partners SpA
Cell. +39 3188.8.131.52
NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION