In particular, it is envisaged that the free float required for the purposes of the Listing will be realized through a private placement (The ” Offer ‘) reserved for qualified investors in Italy and institutional investors abroad pursuant to Regulation S of the United States Securities Act of 1933, as subsequently amended (the “Securities Act”), and, in the United States of America, limited to qualified institutional buyers pursuant to Rule 144A of the Securities Act, with the exclusion of those countries in which the Offer is not allowed in the absence of authorization from the competent authorities, in accordance with applicable laws, or exemptions from applicable laws or regulations.
It is also provided that the Offer (s) relates to and newly issued shares – deriving from a capital increase with exclusion of the option right – and existing Actions, equal to approximately 15% and approximately 85% of the Offer amount, respectively, and (ii) include agreenshoe option.
This composition of the Offer, the final structure of which will be determined in the vicinity of its launch, has the aim of providing adequate liquidity of the Shares in the aftermarket. The Company estimates that the float expected following the outcome of the Offer, including the greenshoe option, will be more than adequate with respect to the minimum requirement requested by Borsa Italiana.
Compatibly with market conditions and subject to obtaining the approvals requested by Consob and Borsa Italiana, the Company believes that the Offer may be initiated during the month of June 2020.
As part of the Offer, Goldman Sachs International and Mediobanca – Banca di Credito Finanziario S.
P.A. they act as joint global coordinators and joint bookrunners. Lazard acts as the Company’s financial advisor. Alirahealth acts as an independent strategic advisor. White & Case acts as legal consultant for the Company, while Clifford Chance acts as legal consultant for joint global coordinators and joint bookrunners.Description of the GVS Group
The GVS Group is among the world leaders in the supply of filtering solutions for applications in the Healthcare & Life Sciences, Energy & Mobility and Health & Safety sectors.
The strong trend towards internationalization led GVS to open up 13 factories production sites located in Italy, the United Kingdom, Brazil, the USA, China, Mexico and Romania, and 6 sales offices in Russia, Turkey, Argentina, Japan, China and Korea.
In the year ended December 31, 2019, the GVS Group registered revenues from contracts with customers of Euro 227 million and one Normalized EBITDA equal to Euro 62 million.
Q1 20 Business Update
During the quarter ended March 31, 2020, revenues from contracts with customers recorded an increase of + 4.7% compared to the quarter ended March 31, 2019, mainly attributable to the growth achieved in the Health & Safety division.
The EBITDA of the GVS Group went from Euro 16 million at March 31, 2019 to Euro 17 million at March 31, 2020, with a consequent increase in the EBITDA Margin (from 28.6% for the quarter ended March 31, 2019 to March 29, 0% for the quarter ended March 31, 2020), mainly due to the increase in revenues from contracts with customers, and the reduction in personnel costs, whose impact on revenues decreases from 33.4% to 31 , 0% in the periods under consideration.
Forecast FY 2020
In consideration of the trends that occurred in the reference markets in the first months of the financial year 2020 and the impact that these trends are having on the Group’s activities, on May 8, 2020 (the “Reference Date”) GVS prepared certain estimates of the results expected for the year 2020.
It should be noted that the aforementioned estimates prepared with reference to the expected results for the 2020 financial year, should not be considered representative of an inertial trend also in the years following the one covered by the same estimates.
In particular, based on the amount of revenues from contracts with customers for the quarter ended March 31, 2020, the amount of the aforementioned revenues recorded in April 2020 and the order backlog acquired on the Reference Date, GVS expects to net of any new acquisitions or cancellations of acquired orders, achieve revenues for the year ending 31 December 2020, in the range of Euro 280 to 320 million, an increase of 23% -41% compared to the same revenues recorded in the year ended 31 December 2019, with growth rates for the year 2020 higher than the historical performance averages of the Issuer’s business due to the accelerated adjustment of the demand for respiratory filters and personal protective equipment to meet to the emergency generated by COVID-19.
In terms of the distribution of revenues from contracts with customers expected for the year ending 31 December 2020 on the divisions, on the Reference Date, GVS expects to obtain:
* approximately 50% from the Healthcare & Life Sciences division, in line with the incidence recorded in the year ended 31 December 2019;
* approximately 15% -20% from the Energy & Mobility division, which, compared to approximately 39% of the year ended December 31, 2019, will reduce its incidence, against the prudential reduction of all orders forecasts received by the customers in the sector until the end of 2020, due to the effects on the reference market of the pandemic from COVID-19 which, however, will extend the delay already registered in the departure of the new platforms of some customers of the division; is
* approximately 30% -35% from the Health & Safety division, significantly up on the incidence of approximately 10% recorded in the year ended 31 December 2019.
In addition, GVS expects to achieve a Normalized EBITDA Margin for the year ending 31 December 2020, an improvement compared to that recorded in the quarter ended 31 March 2020, equal to 31.5%.
Therefore, the Normalized EBITDA forecast by GVS for the year ending 31 December 2020 will not be less than 31.5% of expected revenues and will consequently vary according to the positioning in the low or high range of the estimated revenue range for 2020, that is:
* normalized EBITDA will not be less than 88.2 million Euros, equal to 31.5% of 280 million Euros, in the hypothesis that the lower value of estimated revenues for 2020 will materialize;
* normalized EBITDA will not be less than 100.8 million Euros, equal to 31.5% of 320 million Euros, in the hypothesis that the higher value of estimated revenues for 2020 will materialize.
The forecasts formulated by GVS are based on hypotheses for the realization of future events characterized by innate elements of subjectivity and uncertainty. Furthermore, the forecasts are also based on a set of hypothetical assumptions relating to future events and management actions on which GVS cannot, or can only partially, influence. Therefore, due to the uncertainty connected to the realization of any future event, it cannot be excluded that there may be deviations, even significant, between actual values and estimated values.
(GD – www.ftaonline.com)