Extraordinary Shareholders’ Meeting called for mid-March to adopt resolutions for the reorganization of EPS post-business combination, including the spin-off to EPS2
Milan, February 26, 2018 – The Shareholders’ Meeting of EPS Equita PEP SPAC S.p.A. (“EPS”), an Italian SPAC (Special Purpose Acquisition Company) promoted by Equita and Private Equity Partners and listed on the AIM Italia, today approved with a significant majority (over 88% of attendees) the business combination (the “Transaction”) between EPS and Industrie Chimiche Forestali S.p.A. (“ICF”).
Mr. Guido Cami, Chief Executive Officer of Industrie Chimiche Forestali, stated: “We are extremely proud of this major step which brings us ever closer to a stock market launch. I am also greatly pleased to see that the industrial and managerial vocation of the project, which supports the creation of a public company, has been widely appreciated. ICF Group over the last 7 years has doubled the revenues, with double-digit growth in 2017 and exports close to 70%, continuing to grow market share. The backlog at the beginning of 2018 is very strong and again substantially higher compared to the initial months of 2017. This outlook gives us great hope for the current year and for the achievement of our objectives.”
The Transaction, approved by the Board of Directors of EPS on January 19, 2018, will consist of the following steps:
- the acquisition by EPS of the entire share capital of ICF from the current shareholders for total consideration of Euro 69,075,000, not subject to adjustment (the “Acquisition”);
- 12 ICF managers will undertake holdings in EPS, including the Chief Executive Officer of ICF Mr. Guido Cami, with the full reinvestment by Private Equity Partners of the consideration received for the Acquisition, through subscription to a reserved paid-in share capital increase, for a maximum Euro 5,124,780, at a subscription price of Euro 10 per newly-issued share (the “Share Capital Increase”); the shares from the share capital increase will be subject to a lock-up period of 36 months from the issue date;
- subject to subscription by the ICF managers to their respective reserved Share Capital Increase allocations, the acquisition of the special EPS shares currently held by Equita PEP Holding S.r.l., by Equita SIM S.p.A., by Stefano Lustig and by Rossano Rufini, at a price of Euro 10 per special share (the “Special Share Sale”). On full uptake of the Special Share Sale, the ICF managers will overall hold 20% of the EPS post Spin-off special shares.
The extraordinary session of today’s Shareholders’ Meeting concerning the equity structure and governance of EPS post-Transaction – including (i) the partial and proportional spin-off of EPS in favour of EPS Equita PEP SPAC2 S.p.A., a joint-stock company incorporated by EPS on January 12, 2018 and today wholly-owned by the latter, whose shares shall be listed on the AIM Italia and which will be endowed with EPS assets remaining after the completion of the Acquisition, net of any payments by EPS to acquire treasury shares for which the right to withdrawal has been exercised by EPS shareholders not in agreement with the Transaction (the “Spin-off”), (ii) the share capital increase and a number of By-Law amendments – which obtained over 88% favourable votes of the attendees at the Shareholders’ Meeting. As the statutory quorum for the adoption of extraordinary session resolutions was not reached in first call, a new extraordinary shareholders’ meeting will be called in first and second call in accordance with law to consider the matters on today’s extraordinary session Agenda.
Shareholders may vote by filling out a new proxy form, which will be made available on the company website and which should be returned by the deadline and using the means indicated in the new call notice, also published on the company’s website.
Since the Transaction’s execution shall result in changes to EPS’ By-Laws, including particularly the alteration of the corporate scope – substantially to match that of ICF – and the extension of the company’s duration, shareholders not agreeing with these resolutions may withdraw from the company as per Article 2437 of the civil code starting from the filing date of the Shareholders’ Meeting resolution, which shall be passed in mid-March 2018. Communication shall be made to the market on that date, in accordance with the law. The Transaction approval resolutions assumes that the extraordinary session resolutions concerning the Spin-off and Share Capital Increase shall be approved by March 2018.
Appointment of the corporate boards with effect from the Transaction efficacy date
Today’s EPS Shareholders’ Meeting increased the number of Directors from 7 to 8 and appointed a new director, Mr. Guido Cami, currently Chief Executive Officer of ICF, with effect from the Transaction efficacy date.
Mr. Cami was proposed, in accordance with Article 5.5(a) of the By-Laws, by the Special Shareholders’ Meeting of February 22, 2018.
Mr. Guido Cami added: “The Transaction sees the commitment of 12 managers – myself included – investing directly, aligning our interests with the market and all shareholders. This approach rewards merit and encourages professionalism and development. Development which we wish to see both in terms of organic growth and mergers and acquisitions with other entities, actively supported by our Partners, Equita and Private Equity Partners (PEP), who, confirming their commitment at Board level, together with the three independent directors, will bring highly-valued experience and expertise in pursuit of our ambitious objectives.”
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EPS EQUITA PEP SPAC S.P.A.
EPS is the first joint initiative of the equal Joint Venture between Equita Group S.p.A. (“Equita”) and Private Equity Partners S.p.A. (“PEP”), Fabio Sattin, Giovanni Campolo, Stefano Lustig and Rossano Rufini, called “Equita PEP Holding Srl”, set up for the development of private capital sector projects. Listed on Borsa Italiana’s AIM Italia on August 1, 2017, EPS is led by two institutional investors of proven experience and focused on mid-sized Italian enterprises of great industrial potential targeting international expansion. The dual objective of the company is to offer a solid investment to institutional investors and access to the capital markets for enterprises with tangible growth opportunities. EPS unites the expertise of both Equita and PEP, respectively bringing over 40 years of investment selection and market listing experience and approx. 30 years in the acquisition and development of Italian industrial enterprises. The company is a SPAC employing best market practice in terms of investor returns, offering attractive remuneration for innovative promoters through the long-term success of investments and share price growth. EPS’ Board of Directors comprises: Fabio Sattin (Chairman), Stefano Lustig (Vice Chairman), Giovanni Campolo and Rossano Rufini (Chief Executive Officers) and, as independent directors, Mr. Stefano Caselli, Mr. Fabio Buttignon and Ms. Paola Giannotti De Ponti. Mr. Filippo Annunziata is Chairman of the Board of Statutory Auditors.
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This press release should not be published or distributed, directly or indirectly, in the United States of America, Australia, Canada and Japan. This press release is not an offer of financial instruments in the United States of America, Australia, Canada and Japan. The financial instruments referred to in the present communication have not been, and will not be, registered in accordance with the United States Security Act of 1933, as amended, and may not be offered or sold in the United States, except under applicable exemptions. It does not constitute a public offer of financial instruments in the United States of America or in order jurisdictions.
Lorenza Spriano e Matteo Russo