Here’s how Intesa Sanpaolo, Unicredit and Bper will open the umbrella to Saipem
Ok Consob Saipem prospectus for the capital increase. The role of banks such as Intesa Sanpaolo, Unicredit and Bper
Green light from Consob to the prospectus relating to the offer and admission to listing of the shares linked to the recapitalization of Saipem.
However, the authority chaired by Paolo Savona has advised investors that the "operation is highly dilutive; in addition, the inseparable nature of the capital increase "determines" the risk that during the period of the offer in option of the new shares there will be a strong volatility of the share price, including a probable overestimation of the market price compared to its theoretical value " .
On June 22, Saipem's Board of Directors exercised the mandate to increase the share capital indivisibly by 2 billion euros, setting final terms and conditions. This is double its market capitalization, at a heavily discounted price of 1 euro per share.
The operation will take place through the issue of 1,974,327,430 shares to be offered as an option to shareholders at a price that incorporates a discount of approximately 30% compared to the theoretical ex-law price (Terp) of Saipem ordinary shares.
The Offer calendar provides that the Option Rights valid for the subscription of the New Shares can be exercised, under penalty of forfeiture, from 27 June 2022 to 13.00 on 11 July and negotiable until 5 July, inclusive.
“The two billion euro recapitalization will be very penalizing for the current shareholders. The banks will not be able to slip out ”summarizes Repubblica . In fact, Saipem has announced that it has entered into a subscription guarantee contract for the shares that will eventually not be placed with a pool of banks. The banking consortium has undertaken to purchase the new unsubscribed shares at the end of the Inoptato auction up to a maximum total amount of approximately € 1,119.5 million.
In the meantime, in Piazza Affari we have witnessed the sale of Saipem shares for three days.
All the details.
CONSOB GOES AWAY TO THE SAIPEM PLAN
Yesterday, the oil service controlled by Eni and Cdp Industria announced that Consob has approved the publication of the registration document, the information note on financial instruments and the summary note relating to the offer and admission to trading on the Euronext Milan regulated market organized and managed by Borsa Italiana of the shares deriving from the paid capital increase, indivisibly, for 2 billion euros.
WITH CALL FOR ATTENTION
However, the authority warns investors about the “complexity and peculiarity of the transaction, requiring its management in different ways and timing than usual. In particular, the new shares […] will be credited only once the certainty of the full subscription of the capital increase is achieved ”.
So the authority chaired by Savona gives the ok to the prospectus but warns of a strong volatility. “As some operating desks explained to milanofinanza.it , from next week the rights will be listed at a 30% discount (Terp discount) on the stock. Anyone who already has the share in hand can exercise the right to increase or sell it, in no case should it be left standing waiting for the bank to do so on the last day at a value close to zero. In the meantime, the markets will not be able to sell the title to cover the right because the increase is inseparable ".
NODE UNAVAILABILITY
The strengthening of Saipem will in fact take place according to "an inseparable model, without rolling, with the newly issued shares unavailable to shareholders until the end of the exercise period, when it will be known whether the increase has been fully subscribed", explains to MF Fabio Caldato , partner of Olympia Wealth Management. The 2 billion increase “was widely announced and with this the Terp at a 30% discount. What was not foreseen, however, is the detail relating to the unavailability of the new shares until the end of the exercise period ". The choice, according to Caldato, “is not exactly“ market friendly ”.
THE COMMITMENT OF ENI AND CDP INDUSTRIA SHAREHOLDERS
But already last March Saipem announced that its two main shareholders and the banks will anticipate € 1.5 billion of the capital increase.
As disclosed to the market, the shareholders Eni and Cdp Industria have irrevocably committed to subscribe all the new shares due to them in proportion to the stakes held respectively in Saipem, totaling approximately 44% of the capital increase.
THE GUARANTEE CONSORTIUM
In addition to the commitment of the shareholders, there is that of a pool of banks.
The underwriting consortium has undertaken to subscribe the New Shares not subscribed at the end of the Inoptato Auction up to a maximum total amount of 1.119 billion euro, equal to the difference between the value of the increase and that of the new shares subject to the 'subscription commitment by Eni and Cdp Industria, the main shareholders with 44% of Saipem.
Therefore Bnp Paribas, Citigroup, Deutsche Bank, Hsbc, Intesa Sanpaolo and Unicredit (joint global coordinators) and Abn Amro, Banca Akros, Santander, Barclays, Bper, Goldman Sachs, Société génerale and Stifel (joint bookrunners) have undertaken to take over the possible unopted.
"PRETTY RARE CLAUSE"
Therefore, the analysts “did not like the fact that Saipem has imposed an inalienability clause (called not roling)”. According to Repubblica "this clause, which is quite rare, was requested by the CDP to prevent a catastrophic event (called Mac, Material adverse clause) from occurring in the week in which the consortium of banks tries to reallocate any unexercised rights. so the banks that guarantee the success of the increase and also the unexercised can withdraw ".
This is a machine translation from Italian language of a post published on Start Magazine at the URL https://www.startmag.it/energia/ecco-come-intesa-sanpaolo-unicredit-e-bper-apriranno-lombrello-a-saipem/ on Fri, 24 Jun 2022 12:59:04 +0000.