ITALO - NTV HAS FILED AN APPLICATION FOR THE ADMISSION TO LISTING OF ITS SHARES ON THE MERCATO TELEMATICO AZIONARIO

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

 

Italo - NTV

has filed an application for the admission to listing of its shares on the mercato telematico azionario

 

Rome, January 23, 2018 – Italo – Nuovo Trasporto Viaggiatori S.p.A. (“Italo” or the “Company”) announces that on the date hereof it has filed an application for the admission to listing of its shares on the Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A. (the “Listing”), as well as a request with Consob for the approval and subsequent publication of the securities note (Nota Informativa) and the summary note (Nota di Sintesi).

The abovementioned documents form, together with the registration document filed with Consob on December 18, 2017, the Listing prospectus (the “Prospectus”).

It is expected that the requirement of the minimum float of shares, necessary for the Listing, will be met by means of the placement of shares, which will be sold by some of the main shareholders of the Company, and offered exclusively to institutional investors in Italy and outside the United States of America pursuant to Regulation S of the United States Securities Act of 1933 (the “Securities Act”), and in the United States to qualified institutional buyers, as defined in Rule 144A of the Securities Act and pursuant to the provisions thereto (the “Offering”).

The shares to be offered in the context of the Offering represent between 35 % and 40 % of Italo’s share capital and will be offered, in the proportions that will be determined immediately before commencement of the Offering, by some of the main shareholders of the Company (the “Selling Shareholders”). Similarly, the overall number of shares subject to the Offering, as well as the other relevant terms of the Offering, will be determined immediately before the commencement of the Offering. The Offering also includes a greenshoe option in relation to a number of shares representing up to 15% of the number of shares offered.

The Company and the Selling Shareholders have agreed to certain lock up agreements with the Joint Global Coordinators and Bookrunners and the Bookrunner, which are in line with the market practice for this type of transaction, for a period of 180 days starting from the date of commencement of trading of the shares.

The Offering is expected to be completed by February 2018,  subject to market conditions at the time and upon the receipt of the consent in relation to the admission to listing by Borsa Italiana S.p.A. and the approval of the Prospectus by Consob.

Banca IMI S.p.A., Barclays Bank PLC, Credit Suisse Securities (Europe) Limited and Goldman Sachs International are acting as Joint Global Coordinators and Bookrunners, while UniCredit Corporate & Investment Banking is acting as Bookrunner and Sponsor in the context of the Listing. Rothschild Global Advisory is acting as Financial Advisor to the Company.

 

Italo is the first and, to date, only private operator in Italy and Europe, competing with a national incumbent in the high speed railroad passenger transportation business.

Established in December 2006 by a group of highly reputable and successful Italian entrepreneurs following the liberalization of the Italian passenger railway market, since 2012 - year in which it started operations - Italo plays a leading role in the process of creation and development of the Italian high speed railroad passenger transportation market.

Following a successful strategic repositioning process, started in the 2015 with the aim of achieving managerial and operational optimization and focusing, inter alia, on the commercial repositioning and expansion of services offered, the Company, as of December 31, 2017, owns a market share of approximately 35% in terms of Pax.km in the routes served, reaching 12.8 million passengers (+ 15,3% compared to 2016).

In 2017, compared to the previous year, the Company recorded a significant growth under all aspects: total operating revenues reaches €454.9 million, + 24.8%; EBITDA Adjusted was equal to €155.7 million, +64%; and Net Profit amounted to €33.8 million, with a €30 million dividend, payable in July 2018.

In the three-years period 2015-2017, total operating revenues and the EBITDA recorded a CAGR[1] of 21.0% and 70.2%, respectively.

 

Italo offers high-speed railway transportation services to its customers through its fleet which currently comprises 25 AGV trains and 17 EVO trainsets (the “Italo Fleet”), of which four EVO trains became operational on December 7, 2017 and additional 13 EVO trains will be delivered by October 2019 (“EVO Fleet”); therefore, on that date, the Italo Fleet will comprise 42 trains.

Italo has also an option right (but it is not obliged) to purchase, at its sole discretion, five additional EVO trains, to be delivered in November 2019.

 

The Italo Fleet connects the most populated and economically active Italian cities. Thanks to the 17 trains of the EVO Fleet that will become fully operational in November 2019, the Company aims at increasing the total number of daily services offered on the routes that are already covered and extending its offer to the West-East line connecting the cities of Turin – Milan –Venice, as well as expanding the Naples/Rome – Verona towards Bolzano service.

 

Italo strives to offer its customers the most convenient quality/price ratio trough a commercial offer that meets their needs, through the adoption of a wide and flexible pricing policy.

 

The services offered by Italo – and the revenues deriving from the sale of the White Certificates, awarded to the AGV Fleet as a result of the energy efficiency incentive program launched by the Italian Government – allowed the Company to reach the following results:

 

 

	For the year ended December 31
(€ in thousands unless otherwise specified)	2017	2016	2015
Revenue from transport services	414,862	346,141	299,756
Other operating revenues	40,081	18,274	10,819
of which: White certificates	32,834	13,806	7,710
Total operating revenues	454,943	364,415	310,575
EBITDA (1)	142,005	94,955	49,025
EBITDA margin (2)	31.2%	26.1%	15.8%
Adjusted EBITDA (3)	155,702	94,955	49,025
Adjusted EBITDA margin (4)	34.2%	26.1%	15.8%

 

1. “Earning Before Interest, Taxes, Depreciation and Amortization”: alternative performance indicator (“IAP”) calculated by the Issuer as a result for the year, adjusted for the following accounting items: (i) income tax, (ii) net financial income (expenses), (iii) (losses) gains on disposal of non-current assets, (iv) depreciation, amortization and impairments. It should be noted that EBITDA is not a measurement of performance under IAS/IFRS adopted by the European Union. Consequently, the criterion of identification applied by the Company may be different from that adopted by other companies and, therefore, the result obtained by the former may not be comparable with that determined by the latter.
2. IAP calculated by the Issuer as the ratio between EBITDA, as defined above, and total operating revenues. The Issuer believes that it represents a useful indicator of profitability, i.e. the capacity of the same to generate operating margin through its revenues.
3. IAP calculated by the Issuer as EBITDA adjusted for non-recurring expenses, which impact EBITDA. It should be noted that Adjusted EBITDA is not a measurement of performance under IAP/IFRS adopted by the European Union and, therefore, the result obtained by the former may not be comparable with that determined by the latter.
4. IAP calculated by the Issuer as the ratio between Adjusted EBITDA and total operating revenues. The Issuer believes that it represents a useful indicator of profitability, i.e. the capacity of the same to generate operating margin through its revenues, net of the effects of certain non-recurring events and transactions.

 

 

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Important Regulatory Notice

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

This announcement does not contain or constitute an offer of, or a solicitation of an offer to buy, securities for sale in the United States. Securities may not be offered or sold in the United States unless they are registered or are exempt from registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The securities have not been registered under the U.S. Securities Act, or under applicable securities laws of Australia, Canada or Japan, and may not be offered or sold in the United States absent registration under the U.S. Securities Act or an applicable exemption from the registration requirements of the U.S. Securities Act. Italo – Nuovo Trasporto Viaggiatori S.p.A. (the “Company”) does not intend to register any portion of this offering in the United States or to conduct a public offering in the United States, Australia, Canada or Japan. Any public offering of securities to be made in the United States would be made by means of a prospectus that would contain detailed information about the Company and its management, as well as financial statements. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.  No public offer of securities will be made in the United States.

It may be unlawful to distribute these materials in certain jurisdictions. These materials are not for distribution in Canada, Japan or Australia. The information in these materials does not constitute an offer of securities for sale in Canada, Japan or Australia.

 

This announcement is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together 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 is available only to relevant persons and will be engaged in only with relevant persons.

This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase. This announcement is an advertisement and not a prospectus for the purposes of the Prospectus Directive. A prospectus prepared pursuant to the Prospectus Directive will be published in Italy, which, when published, can be obtained from the Company.

This announcement and this offering are only addressed to and directed at persons in Member States of the European Economic Area (the “EEA”) who are “Qualified Investors” within the meaning of Article 2(1)(e) of the Prospectus Directive. The Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire Shares will be engaged in only with, Qualified Investors. This announcement should not be acted upon or relied upon in any Member State of the EEA by persons who are not Qualified Investors. For the purposes of this provision, the expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Member State concerned.

This announcement contains inside information within the meaning of Article 7(1) of Regulation (EU) No 596/2014. The person responsible for the release of this information on behalf of Italo - Nuovo Trasporto Viaggiatori S.p.A. is Elisabetta Colacchia, Chief Operating Staff. Upon publication of this announcement, this inside information is now considered to be in the public domain, and any persons previously in possession of such inside information will no longer be considered to be in possession of inside information following publication of this announcement.

 

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares of the Company (the “Shares”) have been subject to a product approval process, which has determined that such Shares are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II to such target market (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offering.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.

No representation or warranty, express or implied, is made by Banca IMI S.p.A., Credit Suisse Securities (Europe) Limited, Goldman Sachs International, Barclays Bank PLC and UniCredit Bank AG, Milan Branch (the “Managers”), or any of their respective affiliates, directors, officers, employees, advisers or agents as to the accuracy or completeness or verification of the information contained in this announcement, and nothing contained herein is, or shall be relied upon as, a promise or representation by the Managers in this respect, whether as to the past or future.  None of the Managers assumes any responsibility for its accuracy, completeness or verification and accordingly the Managers disclaim, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement. 

The Managers are each acting exclusively for the Company and the shareholders selling Shares in the transaction referred to in this announcement and for no-one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to their respective clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement. The contents of this announcement have not been verified by the Managers.