Global law firm Norton Rose Fulbright advised ESI S.p.A. (ESI) throughout the whole process of admission to trading of its ordinary shares and "Warrants ESI S.p.A. 2020-2023" (Warrant) on Aim Italia, the market dedicated to dynamic and competitive small and medium enterprises. The admission to trading occurred on October 26, 2020.
ESI is an EPC operator and system integrator in the renewable energy and energy efficiency sectors active in Italy and internationally. It focuses on the construction of photovoltaic systems, civil works for wind farms and substations, mini-grid, off-grid and hybrid plants, as well as storage systems.
The IPO collection, equal to approximately €3 million (including the over-allotment option) against a demand equal to approximately two times the offer, took place through an offer for subscription and placement to Italian and foreign investors of a total of no. 1,428,000 ordinary shares, of which 1,242,000 newly issued shares and no. 186,000 shares placed as part of the exercise of the over-allotment option granted by the main shareholder Integra S.r.l. (Integra). Integra also allocated approximately 15 per cent of the shares held pre-IPO to set up and service a Price Adjustment Shares mechanism based on the achievement of the EBITDA TARGET 2020 and 2021.
The transaction also provided for the issue of 1,428,000 Warrants, to be assigned free of charge in the ratio of no. 1 warrant for each ordinary share to all those who have subscribed the ordinary shares as part of the placement or who have purchased them as part of the exercise of the over-allotment option. The conversion ratio is equal to no. 1 share for every n. 2 warrants owned, with an increasing strike price, starting from the IPO price, at a rate of 10 per cent per annum for each of the three envisaged Warrant exercise periods.
Milan partner Luigi Costa led the Norton Rose Fulbright team which included counsels Ginevra Biadico and Giorgio Manca.
Luigi Costa commented: “This deal is the result of a concerted team effort over a 12-month period and notwithstanding the challenges of the pandemic, we’re delighted to see such a healthy response to the listing.”
Integrae SIM S.p.A. supported ESI as Nominated Advisor and Global Coordinator. Other key advisors to ESI included: Emintad (financial advisor), BDO Italia (auditing), Mr. Mario Renta (notary) and Polytems Hir (communications).