NB Aurora announces that today it has presented the request for admission to listing of its Class A ordinary shares on the electronic market for Investment Vehicles - Professional Segment, organized and managed by Borsa Italiana.
The company was incorporated on 14 September 2017 and is organized under the laws of the Grand Duchy of Luxembourg in the corporate form of a anonimous society (limited liability company) that qualifies as fonds d'investissement alternatif réservé (reserved alternative investment fund) in the form of fixed capital investment company (SICAF) (investment company with fixed capital) pursuant to the Luxembourg law of 23 July 2016 on reserved alternative investment funds (the "RAIF Law"). The issuer is more generally governed by the Luxembourg law of 10 August 1915, as amended.
The Company is promoted by Neuberger Berman Group and has appointed Neuberger Berman AIFM Limited as manager of the alternative investment fund.
The minimum funding target is 150 million euros. NB Aurora will channel these financial resources towards small and medium-sized private Italian entrepreneurial realities that represent excellence in their reference sectors (a potential target of over 5.000 companies), in support of growth and internationalization projects. NB Aurora will acquire minority shareholdings with a medium-long term time horizon and will support the entrepreneurs, as their partner, in strategic and management decisions. The management of the vehicle will be entrusted to a team of ten Neuberger Berman professionals, mostly from the Fondo Italiano di Investimento who have been working together for over seven years in the management of that portfolio. The team will maintain the same investment philosophy previously adopted by the Fund, focused on long-term value creation.
Together with the application for admission to listing, an application for the approval of a prospectus for the purposes of Directive 2003/71/EC, as amended, will be submitted to the Luxembourg Financial Sector Supervisory Authority in its capacity as competent authority under the law Luxembourg dated 10 July 2005 relating to prospectuses, and subsequent amendments.
The Company will request the CSSF to provide the Supervisory Authority in Italy, the National Commission for Companies and the Stock Exchange (CONSOB), with a copy of the Prospectus and a certificate of approval stating that the Prospectus has been drawn up in accordance with the applicable directives .
The Shares will be placed, from 10 to 26 April 2018, at a fixed price of 10 euro per share only to professional investors or investors who have requested to be considered professional clients.
Every professional investor will be able to subscribe for a minimum amount of 150 thousand euros. There have been and will not be any Public Offering of the Shares.
The company will determine the number of shares to be issued which will be admitted to the MIV Professional segment on the basis of a book-building process carried out by Banca IMI, Citigroup Global Markets Limited and Equita SIM.
The firm will use part of the proceeds from the private placement to acquire, subject to certain conditions, up to 44,5% of the shares of Fondo Italiano d'Investimento acquired in November 2017 from funds managed by Neuberger Berman and another part to buy in a subsequent phase minority shareholdings in other SMEs, through the subscription of capital increase transactions aimed at supporting growth plans
It is expected that admission to listing will be completed by May 2018, subject to market conditions at the time of listing, and will be subject to receipt of consent for admission to listing from Borsa Italiana SpA, approval of the Prospectus by the CSSF and the completion of the procedures by Consob.
Banca IMI, Citigroup Global Markets Limited and Equita SIM hold the role of Joint Global Coordinator and Joint Bookrunner.
