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.
GLOBAL OFFERING OF OVS ORDINARY SHARES
Approval of the Supplement to the Prospectus
Venice - Mestre, February 20, 2015 – OVS S.p.A. (“OVS” or the “Company”) announces that on February 19, 2015, Consob approved the supplement (the “Supplement”) to the prospectus for the global offering (the “Global Offering”) and the admission to the listing of OVS S.p.A. ordinary shares on the Telematic Stock Market (Mercato Telematico Azionario) organised and managed by Borsa Italiana S.p.A., which was filed with Consob on February 12, 2015 upon Consob’s approval on February 12, 2015, under no. 0010498/15 (the “Prospectus”).
The Supplement has been prepared by OVS, pursuant to Articles 94, paragraph 7, 95-bis, paragraph 2 and 113, paragraph 2, of Legislative Decree no. 58/1998, and it was filed with Consob on February 19, 2015 upon Consob’s approval of the publication on February 19, 2015, under no. 0012355/15.
Pursuant to Article 95-bis, paragraph 2 of Legislative Decree no. 58/1998, prospective investors who have agreed to subscribe for ordinary shares of the Company in the context of the Global Offering between February 16, 2015 and the date of publication of the Supplement, inclusive, are hereby informed that they will be entitled to revoke their subscription within two trading days from the date of publication of the Supplement to the Prospectus.
The Supplement has been prepared by OVS to update and/or integrate the information contained in the Prospectus after the release of some certain information in national media following presentations to the press and the financial community of the transaction relating to the Global Offering of the ordinary shares of the Company.
In particular, with regard to the declarations made by the Chief Executive Officer of OVS concerning expected profits for the year ended January 31, 2015 and for the year ending January 31, 2016 and reported by the press, the Company, as detailed in the Supplement to the Prospectus, specifies that such profits shall be referred to as a positive pre-tax result.
The abovementioned estimates assume both the implementation of the Company business plan for the fiscal years 2014-2017 approved on September 22, 2014 and updated on January 27, 2015 and the lack of non-recurring extraordinary events unforeseen as of today which may affect the results of the Company, and they also take into account the lower impact of financial burdens on the results of the group upon completion of the refinancing of the indebtedness that is expected to occur simultaneously on the date of commencement of the negotiations.
The Company announced the publication of the Supplement to the Prospectus and its availability to the public pursuant to the relevant legal and regulatory provisions through announcements in the newspapers “Il Sole 24 Ore” and “Milano Finanza” on February 20, 2015.
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 3220.127.116.11
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
The contents of this announcement have been prepared by and are the sole responsibility of the Company. The information contained in this announcement is for background purposes only, does not purport to be full or complete and is subject to change. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Any purchase of Ordinary Shares in the proposed public offering and institutional offering of the Ordinary Shares (the “Global Offering”) should be made solely on the basis of the information contained in the final Prospectus, as amended by its Supplement, and the Offering Circular, as amended by its supplement,to be issued by the Company in connection with the Global Offering and such purchases may be restricted by applicable law.
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 may come, 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.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful. The offer and sale of Ordinary Shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Ordinary Shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the Ordinary Shares in the United States, Australia, Canada or Japan.
This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.
Data used in the assumptions regarding the Company’s operations and results are based on the Company’s current expectations regarding future events and are therefore subject to significant uncertainties that could cause the Company’s actual results to differ. The projections and forward-looking statements are also inherently subject to significant business, economic and competitive uncertainties and contingencies, including, among others, the group’s ability to grow in terms of revenues and operating income and to carry out the investments provided for in the Company business plan, and the assumptions about trends in macroeconomic indicators. Should any of the uncertainties regarding the Company’s expectations or assumptions be realized or any of the key assumptions prove to be inaccurate, actual results or events would likely differ materially from those expressed or implied in the Company business plan projections and other forward-looking statements included herein.
In addition, the forecasts and estimates were derived in a modeling process based on certain further underlying assumptions, including assumptions with respect to proposed future business decisions, some of which may change. Although the Company believes that the expectations reflected in such forecasts and estimates are reasonable, some or all may prove to be incorrect. A number of factors, including faults in the information on which they were based, factors outside the control of the group and its management or for any other reason, may render the projections and forecasts set forth in the Company business plan unattainable.
The Company business plan and the projections and forecasts set out therein (and excerpted in the Prospectus and Supplement to the Prospectus), which speak only as of the date that they were made, should not be relied upon in any way by any investor in making an investment decision with respect to the Global Offering.
Each of the Joint Global Coordinators, the Joint Bookrunners (together, the “Managers”), the Company, the Selling Shareholder and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorized person specializing in advising on such investments.
This announcement does not constitute a recommendation concerning the Global Offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Global Offering for the person concerned.
Each of the Managers, are acting exclusively for the Company and the Selling Shareholder and no-one else in connection with the Global Offering. They will not regard any other person as their respective clients in relation to the Global Offering and will not be responsible to anyone other than the Company and the Selling Shareholder for providing the protections afforded to their respective clients, nor for providing advice in relation to the Global Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Global Offering, each of the Managers, the Selling Shareholder and any of their affiliates, acting as investors for their own accounts, may purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Global Offering or otherwise. Accordingly, references in the Prospectus, once published, or the Offering Circular to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, each of the Managers, the Selling Shareholder and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Managers or 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 Company, its 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.