Vittorio Mancarella Banca IMI Head of Equity Capital Markets Origination 13 October 2015

Transcription

1 CREATING VALUE THROUGH AN IPO Vittorio Mancarella Banca IMI Head of Equity Capital Markets Origination 13 October 2015

2 This is not our view of Equity Capital Markets At last, it is just a matter of money (Gordon Gekko) 2

3 Going public means to create value for the Company and its Shareholders 3

4 The value of Listing Favouring a company culture based on management by objectives and benchmarking with the competition Granting access to new resources, thus strenghtening the company capital structure and supporting a growth strategy Allowing a partial exit for the shareholders while granting the opportunity to maintain strategic control Implementing stock option plans, thus favouring in incentivating management and attracting talents \ Creating a channel for future capital needs and widening the array of financial instruments available (e.g. bonds, convertible bonds) Enhancing the company visibility and allowing a stronger position vs. suppliers, customers, lenders Favouring potential external growth strategies by allowing the execution of acquisitions paid with shares 4

5 IPO doesn t mean only to be compliant with a formal procedure A set of formal and procedural requirements for Admission to Listing and Solicitation of Retail Investments is provided by the Rules issued by Borsa Italiana and Consob Rules of the Markets organised and managed by Borsa Italiana S.p.A. (last update February 2015) Instructions accompanying the Rules of the Markets organised and managed by Borsa Italiana S.p.A. (last update August 2015) Legislative Decree no. 58/98 Consob Regulation no /99 (last update January 2015) 5

6 but mainly to extract value from each Company, since each Company has a story to tell Solid positioning in the reference market Attractive industry trends Positive economic and financial track-record Convincing development startegy and clear use of proceeds Realistic and sustainable business plan Quality, motivation and experience of top management An appealing Equity Story is pre-requisite for a successful IPO 6

7 and ensure investors about Corporate Transparency Clear corporate structure Compliance with corporate governance rules in line with best market practice Accurate and quality information disclosure Resources dedicated to investor relations Being open about business success and failure Ongoing meetings with investors in the aftermarket Maintaining an open dialogue with investors helps to build long-term relationship 7

8 Creating an adequate free float Offer Structure Offer Structure Global Offer Newly issued shares Fresh cash to achieve business plan targets Financial flexibility to support external growth Deleverage 100% Primary 100% Secondary Disposal of existing shares Depending on monetization target of the existing shareholders Greenshoe Existing / newly issued shares Offer extension in case of high demand and positive aftermarket An IPO should lead to a free float not only in line with the admission requirements but able to promote aftermaket liquidity and attract the interest of high quality institutional investors 8

9 Maximising demand through a Global Offer Offer structure Retail Offer Italian retail investors Minimum investment size of approx. EUR 4 5k (Minimum Lot) Preferential allocation to subscribers of the Increased Minimum Lot (investment size of approx. EUR 40 50k) Possible tranche dedicated to certain stockholders (e.g. employees) with potential incentive schemes (discount, guaranteed Minimum Lot) Bonus share scheme (typically for privatisations) to incentivate retail demand No price sensitive demand Institutional Offer Institutional investors Institutional investors in Italy, UK, Continental Europe and Asia Potentially, preferential allocation to cornerstone investors US QIBs Placement in the US under Rule 144A Institutional investors Greenshoe Price leadership To deliver a successful IPO is important to reach the widest investor base, by type and geography 9

10 Ensuring a powerful distribution GLOBAL OFFER Joint Global Coordinators Sponsor Specialist RETAIL OFFER INSTITUTIONAL OFFER Lead Manager and Responsabile del Collocamento Joint Bookrunners Co-Lead Managers Co-Managers Co-Lead Managers Co-Managers Relationship with the Issuer Distribution capabilities at national level (Lead Manager e Co-Lead Managers) Distribution capabilities at local level (Co- Managers) SELECTION CRITERIA Relationship with the Issuer Domestic and international placing power Research coverage and industry knowledge Aftermarket brokerage 10

11 Capturing investor interest through an accurate marketing program PILOT FISHING PRE-MARKETING ROADSHOW & BOOKBUILDING Syndicate banks have meetings with a very selected number of institutional investors to discuss on equity story (investor education) Investors comments provide preliminary inputs for feasibility and offer size Research analysts have meetings with top Italian and international investors Feed-back on equity story, valuation an potential demand before launching the IPO Build-up a core group of investors Company s Management faces 2-week roadshow across the major international financial hubs to directly illustrate the investment case Roadshow takes place simoultaneously with the bookbuilding to create maximum momentum on the Institutional Offer ANALYST PRESENTATION RESEARCH PUBLICATION INDICATIVE PRICE RANGE OFFER DOCUMENTS PUBLICATION FINAL PRICE 11

12 Achieving a fair valuation EQUITY MARKET AND REFERENCE INDUSTRY CONDITIONS PRESENCE OF COMPETING OFFERS (VISIBILITY) FROM COMPANY S FUNDAMENTALS ATTRACTIVENESS OF THE EQUITY STORY ACHIEVEMENT OF A POSITIVE AFTERMARKET \ VALUATIONS RELATIVE TO COMPARABLES TO IPO MARKET PRICE PLACING POWER OF SYNDICATE BANKS PERFORMANCE OF MANAGEMENT DURING ROADSHOW QUALITY OF EQUITY RESEARCH AND ANALYST S STANDING 12