we receive e we publish the following press release issued by N.B. Aurora.
Following the press release issued on 28 October 2024, NB Aurora SA SICAF-RAIF (“Aurora”) announces that the board of directors, in order to increase the liquidity of Aurora's Class A shares, currently listed in Italy on the Euronext MIV Milan – Professional Segment (“MIV Professional”), approved the transformation of Aurora from a closed-end fund to a semi-liquid evergreen fund of shorter duration (the “Transformation”) which provides for, interalia, changes to the fund structure, the share transferability regime and Aurora's policies to allow investors, once a year, to redeem their Aurora shares. In particular, it is expected that, following the Transformation, the Category A shares will no longer be freely transferable due to: (i) a lock-up period for one hundred and twenty (120) days from the Transformation (except for any transfers under the first redemption period) during which such shares may not be transferred (the “Lock-up Period”) and (ii) the mandatory consent of the board of directors to effect any transfer of Class A shares after the expiration of the Lock-up Period (except for any transfers under the first redemption period), which consent may not be unreasonably withheld or withheld.
The implementation of the Transformation will require: (i) certain amendments to Aurora's prospectus last issued on September 17, 2020 (the “Informative prospect”), which will be transformed into a private placement memorandum pursuant to Article 38 of the RAIF Law (the “Amendments to the Prospectus”) and (ii) certain amendments to Aurora's bylaws (the “Amendments to the Statute").
The Amendments to the Prospectus constitute an amendment requiring the consent of Aurora's shareholders and for this purpose it is necessary to obtain the written consent of shareholders whose aggregate Aurora shares equal or exceed 50% of Aurora's net asset value (the “Shareholders' Consent”). For the purposes of obtaining Shareholder Consent, a consent notice (the “Notice of Consent”). Aurora shareholders will have a period starting on the date of issuance of the Consent Notice and ending on January 20, 2025 to expressly consent in writing to the Prospectus Amendments; if a shareholder fails to respond to the Consent Notice within the required period, he or she will not be deemed to have consented to the amendments and his or her shares will not be taken into account in calculating the majority.
The Amendments to the Bylaws will require the approval of Aurora's shareholders at an extraordinary meeting (the “Extraordinary assembly”) and a majority of at least two-thirds (2/3) of the votes validly cast by the Extraordinary Meeting and a quorum greater than half (1/2) of Aurora's share capital will be required to validly approve the following agenda: (i) transformation from SICAF to SICAV; (ii) change of name from Aurora to “Aurora Growth Capital SA SICAV RAIF”; (iii) minor changes to the corporate purpose; (iv) change of duration; (v) suppression of the share capital resolved in accordance with the SICAV regulations; and (vi) Amendments to the Articles of Association. If the quorum is not reached at the Extraordinary Meeting, a second extraordinary meeting of shareholders may be called to deliberate, regardless of the constitutive quorum and with a majority of at least two-thirds (2/3) of the votes validly cast. The Extraordinary Meeting will be called by Aurora subject to and after receiving the Consent of the Shareholders.
The Transformation and in particular the Amendments to the Articles of Association, which will be subject to the various procedures and approval regimes mentioned above, would entail the delisting of the Class A shares from the MIV Professionale due to incompatibility with the status of listed company.
The Amendments to the Prospectus and the Amendments to the Articles of Association will also include the amendments necessary for the reorganization of the “Direct PE Business” of NB Renaissance (as better described in the press release issued on April 29, 2024) which involves, inter alia, Aurora and which is expected to be completed by December 31, 2025, subject to the satisfaction of the relevant conditions precedent set forth therein.
Aurora will provide shareholders with an information note that will provide (i) practical guidance to shareholders on how to vote on the changes to the Prospectus and the Articles of Association, (ii) a consent form to retrieve Shareholder Consent and (iii) a proxy/voting form to allow shareholders to vote at the Extraordinary Meeting. This information note, together with the Amendments to the Prospectus and the Amendments to the Articles of Association, will also be made available to shareholders on Aurora's website starting from Monday, December 16, 2024.
The investment strategy (growth capital investment, with active governance, in private and family backed small and medium-sized leading Italian companies with revenues between approximately Euro 30-300 million and oriented towards export) and the dividend policy (aimed at a double-digit return in the long term) through the payment of dividends generated by the realization of capital gains and equal to an amount between 50% and 100% of any excess between the adjusted cost value and the floor capital of Aurora, remain unchanged.
Aurora
Aurora is the first permanent capital vehicle listed in Italy on the Euronext MIV Milan – Professional Segment segment, created with the aim of making growth capital investments in unlisted Italian SMEs, channeling financial resources to support their growth and internationalization. Aurora's investment target is represented by excellent SMEs, leaders in market niches with high added value and growth potential, with a turnover between 30 and 300 million euros and a strong propensity for export. The Aurora team operates in a partnership perspective with entrepreneurs, supporting them in the realization of their medium-long term growth plans. The investment strategy is focused on five verticals: made in Italy, healthcare, environmental & sustainability, tech growth & digital transformation, specialized industrial manufacturing & business services. Aurora is invested in 13 companies with an aggregate turnover of Euro 2,6 billion and over 18.000 employees.
