Newsletter - CONSOB AND ITS ACTIVITIES
Newsletter
News of the week:
Juventus Football Club Spa: Consob approves the prospectus for the capital increase and admission to listing of the new shares
The audit firms' control sheet updated for the annual financial reports
LVenture Group Spa: Consob approves the prospectus relating to the admission to listing of the new shares
Save the date Friday 22 March 2024: Seminar on Governance, Gender and Climate as part of the academic cycle dedicated to "new frontiers in financial markets and financial
regulation"
Commission decisions
Management decision
Consob has approved the prospectus concerning the public offering and admission to trading on Euronext Milan, organised and managed byBorsa Italiana Spa, of the shares Juventus Football Club Spa resulting from a capital increase through a rights offering of up to EUR 200 million.
The prospectus was drawn up in English and is the first prospectus relating to a secondary issue of equity securities drawn up in that language.
The issuer is a professional football club whose core business consists of participation in national and international football competitions. The main sources of revenue of the group belonging to the company derive mainly from the licensing activity (through centralized trading by the Serie A League and UEFA) of audiovisual and media rights in relation to national and international competitions played, sponsorships, stadium revenues, the management of multi-year rights to the players' sports performance.
As at the date of the prospectus, the share capital of the issuer is divided into 252,747,877 ordinary shares. Exor NV, which holds 161,166,911 shares, equal to 63.8% of the share capital (77.9% of the voting rights), in turn controlled by the Agnelli family holding company Giovanni Agnelli BV, exercises legal control over the issuer, pursuant to Article 2359, paragraph 1, number 1) of the Italian Civil Code, as referred to in Article 93 of the Consolidated Law on Finance (TUF).
On 23 November 2023, the extraordinary shareholders' meeting of the issuer resolved on a paid-up capital increase, to be carried out in a divisible manner, for a maximum amount of EUR 200 million (including any share premium) by issuing ordinary shares with the same characteristics as those in circulation, to be offered as an option to shareholders, pursuant to Article 2441, paragraph 1, of the Italian Civil Code.
On 7 March last, the Board of Directors of the Issuer determined the price at which the new Juventus shares resulting from the capital increase will be offered at EUR 1.582 for each share, to be allocated as EUR 0.120 to share capital and EUR 1.462 to share premium, and consequently resolved to issue a maximum of 126,373,938 new shares, to be offered as an option pursuant to Article 2441, paragraphs 1, 2 and 3, of the Italian Civil Code to the shareholders entitled, in the ratio of 1 new share for every 2 Juventus shares held.
The subscription price of the new shares incorporates a discount of 31.87% with respect to the so-called Theoretical Ex Right Price (TERP) of the Juventus shares, calculated according to current methodologies, based on the official Juventus share exchange price at 7 March 2024.
The total value of the capital increase will therefore be equal to a maximum of EUR 199,923,569.92.
In the event of full subscription and payment of the new shares, the share capital of the Company will be EUR 15,214,872.56.
The offer period starts on 11 March and ends on 27 March 2024; option rights can be traded on the EXM from 11 to 21 March 2024. The results of the offer will be published within five working days of the end of the offer period.
The capital increase aims to strengthen the capital of the issuer and the group, as well as find the resources necessary to cover the total net financial needs of the twelve months following the date of the prospectus and to reduce medium-long term debt. The plan provides for a return to a positive net result in the 2026/2027 financial year.
As reported in the prospectus, on 6 October 2023 Exor announced that it had made a commitment to subscribe to its portion of the capital increase (63.8%), therefore for an amount of approximately EUR 128 million.
As also reported in the prospectus, on 21 December 2023 Exor, by Commitment Letter, unconditionally and irrevocably committed to subscribe for the new shares that were unsubscribed up to a maximum total amount of EUR 72 million.
The prospectus outlines the most significant risk factors with regard to the issuer and the group and the financial instruments being offered.
Consob requires auditing firms to submit a control sheet, giving a summary of the main data and information acquired during the statutory auditing activity, consisting of two documents: a general section and a summary table (communication no. 95002349 of 22 March 1995 and subsequent amendments and additions).
As required by the most recent communication published on 15 March 2012, the signatory of the audit report must submit the aforementioned sheet to Consob within the twentieth day following the issue date of the report on the financial statements and consolidated financial statements (communication no. 12019297 of 15 March 2012).
The control sheet has been updated and the new version is already available from 5 March 2024 on the Consob website, in the section of the site "Services for operators/Interactive services/Compliance/Auditing companies".
The update concerned the section called "Other information" of the summary table. More specifically, the request contained in the subsection relating to "Information relating to the possession of the qualification of SMEs" has been deleted, in order to adapt the form to the regulatory changes made to art. 2-ter of Consob Regulation no. 11971/1999 ("Issuers' Regulation").
In addition, the section has been integrated with the introduction of two new sub-sections relating to: (i) the "market surveillance priorities and climate risk"; (ii) the "Provisions of the EU Delegated Regulation 2019/815".
The first sub-section introduced contains specific questions with which the auditor is requested to indicate whether the impacts of climate risks on the financial statements and the supervisory priorities for financial reporting contained in the ESMA document "European common enforcement priorities" applicable to the reference year of the audited financial statements have been considered relevant by the issuer (in accordance with the IAS principle 1).
The questions of the second sub-section introduced refer to the obligations required of issuers by the provisions of EU Delegated Regulation 2019/815 of 17 December 2018 (ESEF Regulation - European Single Electronic Format) which introduced a single electronic reporting format for the annual financial reports of issuers listed on the EU regulated markets.
In particular, the auditor is required to indicate whether the financial statements were prepared in the XHTML format, and whether the consolidated financial statements, in addition to being prepared in the XHTML format, were marked, in all material respects, in accordance with the provisions of Delegated Regulation (EU) 2019/815.
Consob has approved the prospectus for the admission to trading on Euronext Milan, organised and operated by Borsa Italiana Spa, of a maximum of 111,005,452 ordinary shares of LVenture Group Spa to be issued in connection with the merger by incorporation of Digital Magics Spa (DM) into LVenture Group Spa.
Both companies participating in the merger operate in the venture capital sector. The issuer is a holding company, with shares listed on Euronext Milan, which operates nationally and internationally with investments in start-ups (mainly in the pre-seed and seed phases), providing qualified resources through active investment management. Digital Magics is a company with shares traded on Euronext Growth Milan since 2013, which operates as a certified incubator for innovative start-ups and specialises in the selection and acceleration of innovative projects exclusively in the digital sector.
At the prospectus date, the issuer is de facto controlled pursuant to Article 2359 of the Italian Civil Code by Luigi Capello, who directly and indirectly owns 27.42% of its share capital and 28.32% of its voting rights. On the effective date of the merger, the issuer will not be subject to the individual control of any natural or legal person.
On 28 June 2023, the issuer and some of its shareholders (LV.EN. Holding, Luiss and Luigi Capello), on one hand, and Digital Magics and some of its shareholders (StarTIP Srl, Alberto Fioravanti, Marco Gabriele Gay, WebWorking Srl, Gabriele Ronchini and Luiss), on the other hand, signed a framework agreement concerning the terms and conditions of an overall corporate integration operation aimed at the incorporation of Digital Magics into the issuer.
The extraordinary shareholders' meeting of LVenture, on 4 December 2023, resolved, among other things, to approve the merger and to increase the share capital in connection with the exchange by issuing a maximum of 111,005,452 shares, with no indication of face value.
On the effective date of the merger, Digital Magics will be incorporated into the issuer and will cease to exist as an autonomous entity and the latter will acquire all the assets and assume all the liabilities as well as the other legal relationships held by DM. The company resulting from the merger ("Combined Entity") will operate in the sectors of the issuer and Digital Magics and will assume the company name "Zest Spa". Following the completion of the merger, the terms of the framework agreement between the issuer and Digital Magics provided for a corporate reorganisation of the Combined Entity by conferring and aggregating the activities carried out respectively by the issuer and by Digital Magics into two sub-holdings, one focused on the investment branch (Zest Investment Srl) and the other on the consultancy branch (Zest Innovation Srl).
The merger plan stated that on the effective date of the merger pursuant to Article 2504-bis of the Italian Civil Code and the merger plan, on the first day of the month following the date of the prospectus (i.e. 1 April 2024) each shareholder of DM will receive as many shares of the newly issued Combined Entity as resulting from the application of the exchange ratio (equal to 46 shares of the newly issued Combined Entity for every 5 Digital Magics shares).
The prospectus outlines the risks with regard to the issuer and the group, to the sector in which they operate, and to the financial instruments that will be admitted to listing.
Friday 22 March 2024, from 4 p.m. to 6 p.m., Consob and the Faculty of Economics of Sapienza University in Rome will hold, at the Faculty (Via del Castro Laurenziano, 9 - Aula Acquario), the seminar on Governance, Gender and Climate in the academic cycle dedicated to "New frontiers in financial markets and financial regulation".
After the institutional greetings of Giovanni Di Bartolomeo, Dean of the Faculty of Economics of Sapienza University and Luca Filippa, Director General of Consob, the opening remarks of Marina Brogi, Professor of International Banking and Capital Markets at Sapienza, and the keynote speech of Gabriella Alemanno, Consob Commissioner will follow.
The following papers will be presented during the seminar:
Women in board networks and their impact on governance and performance by Daniel Ferreira (London School of Economics and Political Science);
Does gender diversity in the workplace mitigate climate change? by Alessio Reghezza (European Central Bank).
Attendance of the webinar is free up to maximum room capacity, while the seminar is also available online at the following link: https://uniroma1.zoom.us/j/85911301945
- The prospectus concerning the offer and admission to trading on Euronext Milan, organised and managed by Borsa Italiana Spa, of the shares Juventus Football Club Spa resulting from a capital increase through a rights offering of up to EUR 200 million, has been approved (decision of 6 December 2024).
- The prospectus for the admission to trading on Euronext Milan, organised and operated by Borsa Italiana Spa, of the ordinary shares of LVenture Group Spa be issued in connection with the merger by incorporation of Digital Magics Spa into LVenture Group Spa, has been approved (decision of 6 March 2024).
- The Head of the Intermediaries Division has confirmed the registration in the register pursuant to Article 20, par. 1 of Legislative Decree No. 58 of 24 February 1998 of The Blackstone Group International Partners Llp under the new company name of Blackstone Europe Llp. The full text of management decision no. 96 of 27 January 2024 is available on the website www.consob.it.