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News, Press Releases — 11 January 2017 21:18

INVESTMENT AGREEMENT SIGNED TO DELIST BEST UNION COMPANY FROM THE ELECTRONIC EQUITY MARKET (MTA)

Milan, 28 December 2016

  • Luca Montebugnoli, P4P International S.r.l. and Girefin S.p.A., Best Union Company S.p.A. shareholders with 31.317%, 29.320% and 14.737%, respectively (“Shareholders”) and Bravo Capital S.A., subsidiary of Luxempart S.A. regulated by Luxembourg law, have signed an investment agreement for a transaction that will delist Best Union Company p.A., company entered in the Bologna Company Register under no. 02011381205 and with registered office in Bologna at Via Antonio Canova 16/20 (“Best Union”) from the Electronic Equity Market (MTA) managed by Borsa Italiana S.p.A. According to the agreement (i) the Shareholders will form a special purpose vehicle (“Newco”) to which the Shareholders will transfer the equity investments they hold in Best Union and (ii) Bravo Capital S.A. will make a cash payment to Newco for a maximum amount of Euro 8,000,000.00. 
  • If the transactions above are finalised, they will launch a mandatory bid at the price of Euro 3.00 per share (cum dividend), with a premium amounting to 17.2% of the mean of the stock market prices of the last six months. Newco will launch it through Bidco, an Italian special purpose vehicle whose share capital will be entirely held by the same Newco and specially designated to launch the take-over bid (“Bidco” or “Bidder”). 
  • A key element of the agreement is the partnership between Bravo Capital S.A. and the current management team of Best Union, more specifically represented by the Chairman Luca Montebugnoli, who will continue at the helm of Best Union in order to initiate an international consolidation and development project for Best Union and its subsidiaries (“Best Union Group”). It will be implemented both through internal lines and by acquiring companies operating in the same business sector as well as in markets that complement the one in which the Best Union Group operates. 

* * * * * 

On the evening of 28 December 2016:

  • Luca Montebugnoli, born in Bologna on 6 October 1967 and resident of Maitland, Florida (USA) at 1800 King Arthur Circle;
  • P4P International S.r.l., with registered office in Bergamo at Passaggio Canonici Lateranensi, 12; tax code, VAT no. and Bergamo Company Register no. 03701760161 (“P4P”);
  • Girefin S.p.A., with registered office in Milan at Via Larga, 2; tax code, VAT no. and Milan Company Register no. 00742200355 (“Girefin”); and
  • Bravo Capital S.A., company regulated by Luxembourg law, with registered office at 12, Rue Léon Laval, L – 3372 Leudelange, Grand Duchy of Luxembourg (“Bravo Capital”),

(the Shareholders and Bravo Capital are jointly the “Parties”),

signed an agreement called “Investment Agreement” (the “Investment Agreement”) whose objective is to regulate a transaction to delist Best Union following the launch of a full take-over bid through Bidco.

The Investment Agreement establishes that a transaction as summarised below will be carried out:

(a)             the Shareholders will form a Luxembourg investment vehicle, Newco, which will in turn form another Italian investment vehicle, Bidco, and will hold all shares representing the entire share capital;

(b)             the contribution in kind of (i) 2,928,458 ordinary shares of Best Union by Luca Montebugnoli, (ii) 2,742,055 ordinary shares of Best Union by P4P and (iii) 1,378,036 ordinary shares of Best Union by Girefin, and thus a total of 7,048,549 ordinary shares of Best Union corresponding to a total of 75.38% of the share capital, with the clarification that all aforesaid contributions shall be made based on a valuation of the shares of Best Union (to be contributed) equal to the weighted average price at which they were traded during the 6 (six) months prior to the contribution;

(c)             Bravo Capital will make a cash payment to Newco, by way of capital increase, up to the maximum amount of Euro 8,000,000.00, to use inter alia, to finalise the Mandatory Bid referred to in (d) below and, if necessary, the procedures described in (e) and (f) below, with the clarification that the aforesaid capital increase will take place on the basis of a Newco pre-money valuation by valuing the Best Union shares (contributed) at a price equal to the Consideration of the Mandatory Bid (as defined below);

(d)        the promotion of a mandatory take-over bid by Bidco pursuant to Art. 102, 106, paragraph 1 and 109 of the Consolidated Finance Act regarding the entirety of the ordinary shares of Best Union, except for those shares held by Newco (the “Mandatory Bid”);

(e)         if because of the subscriptions to the Mandatory Bid the Bidder and Persons who Act in Agreement (as defined below) should find themselves holding a total equity investment of more than 90% of the ordinary share capital of Best Union, Bidco shall not re-form the floating capital and shall be required to purchase the ordinary shares of Best Union not contributed to the Mandatory Bid from whoever so requests pursuant to Art. 108, paragraph 2 of the Consolidated Finance Act (“Commitment to Buy”) with the objective of reaching the cancellation of the listing of the ordinary shares of Best Union on the Electronic Equity Market (MTA) (“Delisting”);

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