NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.
 

INTESA SANPAOLO COMPLETED THE SALE OF APPROXIMATELY 67 MILLION SHARES OF NEXI THROUGH AN ACCELERATED BOOKBUILDING PROCEDURE RESERVED FOR QUALIFIED ITALIAN AND
FOREIGN INSTITUTIONAL INVESTORS

Turin - Milan, 15 November 2022 – Following up on the press release published on 14 November 2022, Intesa Sanpaolo S.p.A. ("Intesa Sanpaolo") announces that it has successfully completed the sale of approximately 67 million ordinary shares of Nexi S.p.A., corresponding to approximately 5.1% of the related share capital and Intesa Sanpaolo’s entire stake previously held in Nexi, at a price of Euro 8.7 per ordinary share, through an accelerated bookbuilding procedure.

The total proceeds of the sale amounted to approximately Euro 584 million.

Intesa Sanpaolo (IMI – Corporate & Investment Banking), BofA Securities and JP Morgan acted as joint bookrunners in connection with the transaction.
 

Investor Relations
+39.02.87943180  
investor.relations@intesasanpaolo.com                                                                                                   

Media Relations
+39.02.87962326
stampa@intesasanpaolo.com

group.intesasanpaolo.com

 

IMPORTANT REGULATORY INFORMATION

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, South Africa, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement and the offer and sale of the securities referred to therein may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes 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.

The shares of Nexi S.p.A. are not being offered to the public in any jurisdiction and may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to such shares in such jurisdiction. This announcement is not an offer of securities for sale in any jurisdiction, including the United States, Canada, South Africa, Australia or Japan. No action has been taken by Intesa Sanpaolo (IMI - Corporate & Investment Banking), BofA Securities Europe SA and JP Morgan (the “Managers”) or any of their respective affiliates to permit a public offering of the shares of Nexi or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or purchase whatsoever in any jurisdiction and shall not constitutes or form part of an offer to sell or the solicitation of an offer to buy any securities in the United States or in any other jurisdiction.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration thereunder, except pursuant to an available exemption therefrom. Neither this document nor the information contained herein constitutes or forms part of an offer to sell, or the solicitation of an offer to buy, securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling security holder and that will contain detailed information about the company and management, as well as financial statements.

In any member state of the European Economic Area (the “EEA”), this announcement and any offer if made subsequently is, and will be, directed only at persons who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 and amendments thereto (“Qualified Investors”).

In the United Kingdom, this announcement and any offer if made subsequently is only being distributed to and is directed at “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, who (a) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005, as amended (the “Order”); (b) are high net worth entities described in Article 49(2) (a) to (d) of the Order; or (c) are other persons to whom it may lawfully be communicated (all such persons together with Qualified Investors in the EEA being referred to as “Relevant Persons”). This announcement is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates will only be available to and will only be engaged in with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents. This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. 

In connection with any offering of the securities of Nexi S.p.A., any of the Managers and any of their respective affiliates may take up a portion of any such securities as a principal position and in that capacity may retain, purchase, sell or offer to sell for their own account such securities and other securities of Nexi or related investments in connection with the transaction described herein or otherwise. Accordingly, references in this announcement to the securities of Nexi being sold, 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, any of the Managers and any of their affiliates acting in such capacity. In addition, any of the Managers or any of their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Managers (or any of their respective affiliates) may from time to time acquire, hold or dispose of shares of Nexi. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

A communication that a transaction is or that the book is “covered” (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by the Managers. The Managers reserve the right to take up a portion of the securities in the offering as a principal position at any stage at their sole discretion, inter alia, to take account of the objectives of the seller, MiFID II requirements and in accordance with allocation policies.

The information contained in this announcement is for informational purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the securities. Any investment decision in connection with the securities must be made solely on the basis of all publicly available information relating to the securities (which has not been independently verified by the Managers).

This communication and any subsequent offer of securities may be restricted by law in certain jurisdictions and persons receiving this communication or any subsequent offer should inform themselves about and observe any such restriction and must not under any circumstances forward this communication to any other person. Failure to comply with such restrictions may violate securities laws of any such jurisdiction.

Each of the Managers is only acting for Intesa Sanpaolo in connection with the placement of the shares of Nexi, and no one else, and will not be responsible to anyone other than to Intesa Sanpaolo for providing the protections offered to clients of the Managers nor will the Managers or any of their respective affiliates be responsible for providing advice in relation to the placement of shares of Nexi or the contents of this announcement. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability whatsoever is or will be accepted by  the Managers or by any of their respective affiliates or any of their affiliates’ directors, officers, employees, advisers or agents as to or in relation 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 written or oral information relating to Intesa Sanpaolo, Nexi, their respective subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available to or publicly available to any interested party or its advisers, and any liability for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith therefore is expressly disclaimed.