RNS Number : 9359A
Burani Designer Holding N.V.
08 August 2008
BURANI DESIGNER HOLDING N.V.
PARTIAL TENDER OFFER FOR UP TO 15% SHARES IN MARIELLA BURANI FASHION GROUP
Burani Designer Holding N.V. (AIM: BRDH), a company offering Italian lifestyle products and services to customers world-wide, today
announces a partial tender offer for up to 4,486,154 shares in its subsidiary Mariella Burani Fashion Group S.p.A ("MBFG").
The partial tender offer is priced at EUR17.50 per MBFG share and represents up to 15% of the share capital of MBFG.
As part of its interest in MBFG, BDH currently holds a 60.9% direct stake.
Structure and group reorganisation
The offer will be made by a subsidiary of BDH, Mariella Burani Family Holding S.r.l. ("MBFH"), a company which has been acquired by BDH
from the Burani family (the controlling shareholder of BDH) for nominal consideration for the purpose of making the partial tender offer.
BDH will also transfer its direct interest in MBFG to MBFH in exchange for further shares in MBFH.
The cash consideration of up to EUR82.5m (including costs) payable by MBFH will be funded as follows:
* BDH will subscribe for EUR10.0m of new equity in MBFH;
* The Burani family will subscribe for EUR6.0m of new equity in MBFH;
* MBFH will issue EUR20.6m of preference shares at par to third party investors. The preference shares carry a 12% coupon and are
redeemable in 2010 at either MBFH's or the investors' option; and
* MBFH has subscribed for new debt facilities of EUR45.9m.
If the partial tender offer is not fully taken up, these respective contributions will be scaled back pro rata.
Depending on the take up of the partial tender offer, BDH will hold not less than 92.5%
The Chairman of MBFH will be Walter Burani (also Chairman of MBFG). The other directors of MBFH will be Giovanni Burani (Chairman of BDH
and CEO of MBFG), Giuseppe Gullo (CFO of BDH and CFO of MBFG), Davide Enderlin (Non Executive Director of BDH) and Stefano Maria Setti. All
MBFH directors have been nominated by BDH and are appointed for a three year term.
Timing
It is envisaged that the partial tender offer will be completed in October 2008.
Other
The partial tender offer is being conducted in order to increase the BDH's interest in MBFG, taking into consideration the current
market price of MBFG shares, which BDH believes is attractive. The impact on BDH earnings of the proposals will depend on the future
performance of MBFG.
Further information on the tender offer including as to terms, timing and financing are contained in the following press release and
should be read in conjunction and together with this release.
The full text of the announcement made by MBFH is set out below.
Enquiries:
Burani Designer Holding N.V. Tel: +39 027 642 0111 / +39 348 256 1971
Carol Brumer (cbrumer@buranidh.com)
Lehman Brothers
Matteo Saviotti Tel: +44 207 102 1000
Alex Thomas
Citigate Dewe Rogerson Tel: +44 20 7638 9571
Sally Marshak
Lindsay Noton
Notification pursuant to article 102 of Legislative Decree no. 58, 24 February 1998, as subsequently amended ("TUF") and article 37 of
the Regulations adopted by CONSOB under Resolution no. 11971, 14 May 1999, as subsequently amended (the "Issuer Regulations").
Pursuant to article 102 (1) of the TUF and article 37 of the Issuer Regulations we hereby give notice that at the date hereof Mariella
Burani Family Holding S.r.l. (the "Offeror" or "MBFH"), has resolved to launch a voluntary partial public tender offer for the purchase of
15% of ordinary shares outstanding (the "Shares") of the Mariella Burani Fashion Group S.p.A. ("Mariella Burani" or the "Issuer") at the
price of Euro 17.50 per share (the "Offer").
The Offeror is controlled by Burani Designer Holding N.V. ("BDH"), which is in turn controlled by Burani Private Holding S.p.A. ("BPH"),
of which Walter Burani is the controlling shareholder and Chairman of the Board of Directors and managing director, and who holds a direct
and indirect 60.9% stake in the share capital of the Issuer.
Pursuant to article 102 (3) of the TUF, within twenty days of this notice the Offeror will file with Consob the offer document together
with documentation relating to the commitment to deliver specific performance guarantees for payment of the Maximum Payment (as defined
below), due to shareholders that accept the Offer. Such document will be prepared in accordance with the form provided in Annex 2 to the
Issuer Regulations (the "Offer Document") and will be published.
Procedures for the realisation of the Offer, the related terms and conditions, as well as the relations between the various parties are
governed by a Framework Agreement (the "Framework Agreement") entered into at the date hereof by and betweenAbs Wealth Management Ltd.
(which has reserved the right to transfer the rights and obligations under the Framework Agreement to ABS Alternative Fund (SPC) Ltd.),
Iniziativa Gestione Investimenti SGR S.p.A. (on behalf of Fondo IGI Investimenti 2) and, directly or indirectly, JH Investment Partners II,
LP, JH Investment Partners II (AI), LP and JH Investment Partners II GP Fund, LLC. (the "Investors"), BDH, Walter Burani ("WB"), Giovanni
Valter Burani ("GVB") and Andrea Burani ("AB").
This Framework Agreement covers, in particular:
* approval by the extraordinary shareholders' meeting of MBFH of an increase of its share capital through a contribution in kind for
the Offeror, subject to the contribution by BDH of all Shares held, equal to 60.9% of the Issuer's share capital (the "Share Capital
Increase by Contribution in Kind") and simultaneous full subscription;
* approval by the extraordinary shareholders' meeting of MBFH of the transformation of its legal status from a societa
responsabilitlimitata (limited liability company) to a societper azioni (joint stock company) and the consequent adoption of new company
by-laws;
* approval by the extraordinary shareholders' meeting of MBFH of an increase of its share capital for consideration, to be paid in
cash, in one ore more instalments for a maximum aggregate amount equal to Euro 20.6 million, (the "Second Share Capital Increase") to be
subscribed in full by the Investors, subject to which MBFH preferred shares will be issued (the "Preferred Shares"), granting voting rights
exclusively in the extraordinary shareholders' meetings solely in relation to resolutions concerning amendments to administrative or capital
rights associated with the Preferred Shares;
* approval by the extraordinary shareholders' meeting of MBFH of an increase of its share capital for consideration for the Offeror,
to be paid in cash, in one ore more instalments, for a maximum aggregate amount of approximately Euro 16 million, (the "Third Share Capital
Increase" and, together with the Share Capital increase through a Contribution in Kind and the Second Share Capital Increase, the "Share
Capital Increases") to be subscribed in full by BDH, WB, GVB and AB, subject to which ordinary shares in MBFH will be issued;
* payment by the Investors in favour of MBFH, as an advance payment (in conto futuro aumento di capitale) for the Second Share
Capital Increase, of a maximum aggregate amount equal to Euro 20.6 million;
* payment by BDH, WB, GVB and AB, in favour of MBFH, as an advance payment (in conto futuro aumento di capitale) for the Third Share
Capital Increase, of a maximum aggregate amount of approximately Euro 16 million;
* following termination of the Offer period, the application (i) of the sums paid by the Investors as an advance payment for the
Second Share Capital Increase (as specified under point e) above), for the subscription of the Second Share Capital Increase, against which
a number of Preferred Shares will be issued, to be established upon the outcome of the Offer; and (ii) of sums paid by BDH, WB, GVB and AB
(as specified under point f) above) as an advance payment for the Third Share Capital Increase, against which a number of ordinary shares in
MBFH will be issued, to be established upon the outcome of the Offer.
We do not believe that the Framework Agreement represents a shareholders' agreement pursuant to article 122 of the TUF.
Please note that subscription and payment of the Second Share Capital Increase and Third Share Capital Increase are subject to the
condition precedent of the non-occurrence, by the first trading day subsequent to the Offer period of (i) national or international events
that involve serious changes to market conditions that have material adverse effects on the Offer itself and/or on the Mariella Burani
Group, as compared to the actual or prospective financial condition, financial position or results of operations of the Mariella Burani
Group as set out in the half year reports for the period ended 30 June 2008, or, (ii) events or circumstances relating to the Mariella
Burani Group, and that have not already been notified to the market at the date of the Offer Document, that would materially adversely
change the actual or prospective financial condition, financial position or results of operations or the Mariella Burani Group as set out in
the half year reports for the period ended 30 June 2008.
Please note also that the Framework Agreement will be automatically terminated in the event that CONSOB does not approve the Offer
Document within time limits provided under article 102 (4) TUF.
Below are the essential elements of the Offer, its purpose and any guarantees together with any financing methods.
1. The Offeror
The Offeror is an Italian limited liability company with registered offices in Cavriago, Via della Repubblica no. 82, registered with
the companies' register of Reggio Emilia under no. 02097050351 and with a share capital of Euro 90,000. At the date hereof, the Offeror is
established as a limited liability company; however, a shareholders' meeting of MBFH has been called today in order to resolve to transform
the company into a joint stock company, and to adopt the amended by-laws. On the day prior to commencement of the Offer period, the
Offeror's share capital will be equal to Euro 30 million fully subscribed and paid-in, represented by 30,000,000 ordinary shares with a
nominal value of Euro 1 each.
At the date of this notice, the Offeror's share capital is held by BDH (80%) and by Andrea Burani (20%). Andrea Burani has entered into
an agreement with BDH pursuant to which he has committed to sell to BDH, within the date of payment of the Offer price, his above-mentioned
stake in MBFH.
Upon the completion of the Share Capital Increases, BDH will remain as controlling shareholder of MBFH.
Buraini Designer Holding is a Dutch company, with registered offices in Amsterdam, Olympic Plaza Fred. Roeskestraat 123. The shares of
BDH have been listed since 20 June 2007 on the Alternative Investment Market ("AIM") organised and managed by the London Stock Exchange.
The share capital of BDH is fully paid-in and subscribed, amounts to a total of Euro 3,780,000.00 and is divided into 75,603,186
ordinary shares of Euro 0.05 each. The following table sets out shareholders with a holding in excess of 5% of the share capital of BDH at
the date of this notification, on the basis of information currently available to the public:
Shareholders % holding
Burani Private Holding 53.07%
M 1 Limited 5.95%
Public 40.98%
As anticipated, BDH is indirectly controlled by Walter Burani, the father of Andrea Burani, through BPH, which holds the majority of the
share capital.
BDH is an operative holding company that holds a controlling interest in various Italian companies operating in the luxury consumer
goods sector (clothing, leather goods, jewellery, fine food, cosmetics and well-being etc.), under trademarks representing the "Italian life
style". BDH is an integrated and international group, active in the design, production and distribution of luxury products, with a specific
focus on the accessible luxury sector.
2. The Issuer
The Issuer, Mariella Burani Fashion Group S.p.A., is an Italian joint stock company with registered offices in Cavriago (RE), Via della
Repubblica 86, registered with the companies' register of Reggio Emilia under no. 00145630356, with a share capital equal to Euro
15,551,999.84, fully paid-in, divided into 29,907,692 shares with a nominal value of Euro 0.52 each, listed on the Star Segment of the
Screen-based Market ("MTA") organised and managed by Borsa Italiana S.p.A.
Below is data relating to the principal shareholders (with holdings in excess of 2% of the share capital) of the Issuer, on the basis of
information available to the public at the date of this notification:
Shareholders % holding
Walter Burani (1) 60.907%
Tamburi Investment Partners S.p.A. 3.188%
Lehman Brothers Holdings Inc 2.908%
Natixis S.A. 2.123%
Power Capital Management LLP (2) 2.056%
(1) Of which 0.017% are held by way of a usufruct interest.
(2) In its capacity as manager of the Modulus Europe Master Ltd fund that holds the shareholding.
Upon completion of the Share Capital Increases, Walter Burani will continue to control Mariella Burani directly and indirectly.
3. Characteristics of the Offer
3.1. Form of, and financial instruments involved in, the Offer
The Offer is a public partial tender offer, launched voluntarily by the Offeror pursuant to and for the purposes of articles 102 et seq.
of the TUF, for the purchase of 4,486,154 ordinary shares of the Issuer (the "Shares"), equal to 15% of the Issuer's share capital, of
nominal value Euro 0.52 each. The following are excluded from the Offer:
* 18,206,379 Shares equal to 60.88% of the share capital of the Issuer owned by BDH which will be contributed by BDH, by and no
later than the Payment Date, upon subscription of the Share Capital Increase by Contribution in Kind;
* 5,000 Shares equal to 0.017% of the share capital of the Issuer in which Walter Burani a usufruct interest;
* 21,427 Treasury Shares held by the Issuer equal to 0.072% of the Issuer's share capital.
3.2. Condition precedent for effectiveness of the Offer
The Offer is made to all shareholders of the Issuer, indistinctly and at equal conditions, save for the following specifications, and is
conditional upon non-occurrence, by the first trading day subsequent to the Offer period of (i) national or international events that
involve serious changes to market conditions or that have material adverse effects on the Offer itself and/or on the Mariella Burani Group,
as compared to the actual or prospective financial condition, financial position or results of operations of the Mariella Burani Group as
set out in the half year reports for the period ended 30 June 2008, or, (ii) events or circumstances relating to the Mariella Burani Group
that have not already been notified to the market at the date of the Offer Document, that would materially adversely change the actual or
prospective financial condition, financial position or results of operations of the Mariella Burani Group as set out in the half year
reports for the period ended 30 June 2008.
The Offeror may waive the conditions precedent to the Offer specified above at any time and at own discretion, in whole or in part,
where possible pursuant to the law and within the limits of applicable regulations.
In the event that the condition as described above is not fulfilled and where the Offeror does not exercise its right of waiver, the
Offer will be ineffective and therefore the Shares tendered in acceptance of the Offer will be returned to their respective holders, without
charge or cost, within the second trading day following the communication indicated above.
3.3. Offer Price
The consideration for each Share is equal to Euro 17.50 (the "Offer Price")and will be paid in full at the Payment Date, as defined
under paragraph 3.6.
The total amount that the Offeror will pay in the Offer ("Maximum Payment") is equal to Euro 78,507,691.5 million in the event that a
sufficient number of shares are tendered such to allow the Offeror to acquire 4,486,154 Shares, or 15% of the Issuer's share capital.
The Price is net of stamp duty, if owed, and fees, commissions and costs that will be borne exclusively by the Offeror. Substitutive tax
on capital gains, where owed, will be borne by those accepting the Offer.
The Offer Price was established following independent assessments by the Offeror, taking into consideration the implied premium that
will be paid to those who accept the Offer, over and above the official price of the Shares on 7 August equal approximately to 9.7%, and
equal to approximately 11.4% and approximately 8.5%, respectively, of the weighted average of the official price for the MBFG Shares in the
month and in the three months prior to such date.
The Offeror made no recourse to expert evaluations by independent professionals for the purpose of assessing the suitability of the
Price.
The quantity described above represents the maximum number of Shares that will be acquired by the Offeror as part of the Offer.
3.4. Allotment
In the event that the quantity of shares tendered in the Offer exceeds 15% of the share capital of the Issuer, a pro rata allotment
shall be carried out, whereby Offeror will purchase the same proportion of Shares tendered by each shareholder. The percentage allotment
will be established according to the ratio between the total number of Shares covered by the Offer and the number of shares tendered in
acceptance (the "Allotment Ratio"). The Offeror will acquire from each person accepting the Offer, indistinctly, a number of Shares
resulting from the following formula: the number of shares tendered in acceptance multiplied by the Allotment percentage, rounded up or down
to the nearest share. Any excess shares following the allotment will be returned to the shareholders accepting the offer within the second
trading day following the publication of the results of the Offer and the Allotment Ratio. This Allotment will not permit shareholders to
withdraw shares tendered.
3.5. Duration of the Offer, acceptance procedures and terms
The duration of the acceptance period will be agreed with Borsa Italiana S.p.A., in compliance with provisions of applicable laws and
regulations.
The procedures, terms and conditions of the Offer will be described in the Offer Document, which will be made public before the
beginning of the Offer.
3.6. Procedures for payment of the Offer Price
Subject to fulfilment (or waiver) of the condition to the Offer, the Offer Price will be paid to those accepting the Offer, upon
transfer of title to the Shares on or before the fifth trading day following the closure of the acceptance period (the "Payment Date").
In the event that the acceptance period is extended, the Payment Date will fall on the third trading day following closure of the
acceptance period as extended, and will be communicated by the Offeror in the notice relating to the extension to the acceptance period,
which will be published on a daily newspaper of national circulation.
No interest will be paid on the Offer Price.
Commencing from the Payment Date those accepting the Offer may no longer exercise capital rights (such as for example rights to
dividends and option rights) and company rights (such as voting rights) relating to the Shares.
For the entire period in which the tendered Shares immobilized by the Offer, namely from the acceptance date to the Payment Date,
tendering shareholders may exercise capital rights (such as for example rights to dividends and option rights) or company rights (such as
voting rights) relating to Shares that they will retain title to. However, during the same period, tendering shareholders may not sell or
dispose of such Shares tendered in acceptance of the Offer, in whole or in part.
Payment of the Offer Price is conditional upon execution of all formalities necessary to transfer securities to the Offeror, which
transfer will occur at the same time as payment.
The Offer Price for Shares tendered in the Offer will be paid by the Offeror in cash, in compliance with applicable provisions of law,
through the appointed intermediary.
3.7. Financing Methods and specific performance guarantee
Offeror will pay the Offer Price by making recourse to its own resources, made available by the parties to the Framework Agreement, and
by way of recourse to financing drawn down by a leading bank.
The commitment to make the Maximum Payment will be performed as specified below:
* for Euro 32,633,415 (and in any case accounting for 44.4% of the Maximum Payment depending upon the number of Shares tendered)
directly by the Offeror using own funds arising out of subscription of the Share Capital Increases in the context of capitalisation
obligations, in accordance with the Framework Agreement;
* for the remaining part, equal to Euro 45,874,277 by way of bank facilities made available by Centrobanca - Banca di Credito
Finanziario e Mobiliare S.p.A.
The facility agreement further provides that Centrobanca - Banca di Credito Finanziario e Mobiliare S.p.A. will guarantee specific
performance of payment of the Maximum Payment, issuing performance guarantees pursuant to article 37 (1) of the Issuer Regulations, and
filing them with Consob prior to the Acceptance Period.
3.8. Markets on which the Offer is made
The Offer will be launched exclusively on the Italian market, the only market on which the Shares are listed, and is made indistinctly
and at equal conditions, to all of the Issuer's shareholders.
The Offer is not being made, directly or indirectly, in or into, or by the use of the mails or by any other means or instrumentality
(including, without limitation, postal networks, facsimile transmission, telex, telephone, e-mail and internet) of interstate or foreign
commerce of, or any facilities of a national securities exchange or broker of, the United States of America Canada, Australia or Japan or in
any other Country in which the Offer is not permitted in the absence of authorisation by the competent authorities (the "Other Countries").
Accordingly any tenders that are the consequence of activities carried out in violation of the limitations specified above will not be
accepted. This notice and the Offer Document or any other subsequent document that the Offeror issues in relation to the Offer shall not
result in any offer of securities in the United States of America, Canada, Japan, Australia or the Other Countries, in the absence of
specific authorisation, in compliance with applicable provisions of local laws in such States and Other Countries or, derogation from such
provisions of law.
Acceptance of the Offer by persons resident in countries other than Italy may be subject to specific obligations or restrictions as
provided by provisions of laws or regulations. Persons to whom the Offer is made are exclusively responsible for verifying the existence and
applicability of such provisions by way of recourse to their advisors and for compliance with such provisions prior to accepting the Offer.
Only acceptances made in compliance with the limitations specified above will be admitted. Any acceptance of the Offer made in violation
of the limitations specified above shall not be considered valid or effective by the Offeror.
4. Reasons for the Offer and future programmes
The Offer is being conducted in order to increase the Offeror's holding in the share capital of Mariella Burani, taking into
consideration the current market price of the Shares, which the Offeror believes is attractive.
The Offeror intends to enhance the value of Mariella Burani, by means of (i) further improving its strategic market positioning in
segments that are developing significantly, (ii) focusing on business areas with high earnings growth, such as leather products and jewelry,
and (iii) increasing penetration into emerging luxury markets.
5. Transaction advisors
The Financial Advisor to the Offeror and the Collection Co-ordinator is Centrobanca - Banca di Credito Finanziario e Mobiliare S.p.A.
The Financial Advisor to Burani Designer Holding N.V. is Mediobanca - Banca di Credito Finanziario S.p.A. The tax advisor is Studio
Fontanesi. The legal advisor is Legance Studio Legale Associato.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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