Presentazione standard di PowerPoint · 2000 CFO is founded 1,600,000,000 Euro under management...

CORPORATE OVERVIEW

1

CFO SIM Overview 4

Investment Banking Overview 6

Corporate Finance 8

Research 9

Sales, Trading & Market Making 10

Italian Stock Exchange 11

Listing Advantages 13

Admission Requirements 14

AIM Italy 15

Listing Process 20

Corporate Clients 22

Recent Transactions 23

Selected Institutional Relationships 24

Corporate Roadshows 25

Events 26

Team 27

3

CONTENTS

2000 CFO is founded

1,600,000,000 Euro under management

2015 Investment Banking Division Launched

4

CFO SIM is the largest independent Family Office in Italy, founded in

2000 by a group of experienced professionals to satisfy the financial needs

of families and companies with innovative tailored solutions. CFO SIM

serves 200 clients through five offices in Italy, Switzerland and

Luxembourg.

CFO SIM: OVERVIEW

5

CFO SIM is recognized as a NOMAD for AIM ITALY by Borsa Italiana.

CFO SIM is subject to supervision by the Bank of Italy, and has obtained

all permissions for the receipt and transmission of orders, proprietary

trading and fund raising, with CONSOB resolution no. 13208 of 24 July

2001.

CFO SIM is authorized by CONSOB to perform all investment and

ancillary services throughout all 27 EU countries, the only Italian SIM to

be so authorised.

CFO SIM is an official Equity Markets Partner of Borsa Italiana. Equity

Markets Partners and Borsa Italiana work together to support small and

medium sized Italian companies in their own growth.

AUTHORISATIONS

6

CFO SIM: INVESTMENT BANKING OVERVIEW

Experience

WealthManagement

Corporate Broker

CONSOB Regulated

FundraisingExpertise

AIM Nomad

GrowthOpportunities

TrustedPartner

Stock Liquidity

Access to Capital

QualityResearch

Advice & Guidance

Corporate Finance Research SalesOurClients Receive

CFO SIM is a Milan AIM Nominated Advisor, Market Maker

and Corporate Broker, providing a full range of services from

private fundraising through to full public listings.

On-going advice and support is provided by an experienced

team drawn from our Corporate Finance, Equity Sales and

Research departments.

Independent Boutique Investment Banking Firmdedicated to fast growing Italian SMEs

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Focus:

We focus on working with and listing

outstanding companies on the Milan AIM and

guiding them to the Star segment of the MTA via

the fast-track program. This gives investors an

attractive entry valuation and the benefits of

improved visibility and liquidity once the

passage to the main market is competed.

An Experienced Team:

Our Equity Capital Markets team has

structured, and raised capital in, over 35 IPOs on

various European Exchanges. We have an

multilingual sales force of experienced

professionals dedicated to the stock and bond

markets.

Network:

We have unrivalled connections with

international investors, providing them with first

class research, advice and trading services. We

have an international database containing more

than 10,000 institutional investors, which we

target based on various factors such as market

cap, sector and others.

Execution:

We provide bespoke roadshow services,

analyzing our client company to find the right

appointments with the most appropriate

investors, in addition to full planning, scheduling

and execution of the roadshow. We compile a full

report and analysis of investor meetings and

post-meeting feedback.

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CORPORATE FINANCE

Eq

uit

y C

ap

ita

l M

ark

ets

Financial advice / Extraordinary

Transactions

Equity Capital Markets Advisory

NOMAD

Global Coordinator

De

bt

Ca

pit

al

Ma

rke

ts

Debt Structuring Advisory

Arranger/Lead Manager

Merg

ers

& A

cqu

isit

ion

s Financial advisory/Corporate Finance

transactions with institutional investors

Private Equity Advisory

Execution & Financial Due Diligence

9

RESEARCH Multi-sector expertise

Eq

uit

y R

ese

arc

h

Carrying out fundamental and technical research of Italian and foreignmarkets, or on single issuers and their financial instruments traded inthese markets.

The research activity supports the other activities of the structure:Equity Sales & Trading, Equity Capital Markets.

In relation to the role of Market Maker/Corporate Broker, EquityResearch is dedicated to the production of financial analysis to thehighest market standards.

10

SALES, TRADING & MARKET MAKING

Sa

les,

Tra

din

g &

Ma

rke

t M

ak

ing Corporate Broking

Fund Raising & Brokerage

Market Maker

Providing ongoing advice to our corporate clients. Our brokers deal with allaspects of investor relations including roadshows to existing and potentialshareholders.

Sales activity in the primary and secondary markets.

Management of stock liquidity on the market.

The Italian Stock Exchange is divided into different markets, including:

• MTA The leading Italian Equity Market dedicated to mid and large size companies. The MTA also includes the STAR

segment, for leading companies that meet specific criteria, for example transparency, governance and liquidity.

• MIV (Electronic Market for Investment Vehicles), dedicated to investment vehicles.

• AIM Italy, The Multilateral Trading Facility of Borsa Italiana devoted to Italian small and medium enterprises with high

growth potential.

11

MTA

Electronic Stock Market

MIV – Electronic Market for Investment Vehicles

Reg

ula

ted

Mar

ket

s

No

n

Reg

ula

ted

Mar

ket

s

PRIVATE COMPANIES

FA

ST

TR

AC

K

ITALIAN STOCK EXCHANGE

Since 2007 the number of listings on regulated markets has dropped dramatically, and is still significantly below pre-

crisis levels. This has been accompanied by exponential growth in the AIM market, currently with more than 80 listed

companies.

12

source: Borsa Italiana

ITALIAN STOCK EXCHANGE STATISTICS

Years MTA STAR Aim Italia

2005 7 4

2006 13 7

2007 20 7

2008 5

2009 1 4

2010 1 1 7

2011 2 1 4

2012 1 0 4

2013 1 2 15

2014 2 3 22

2015 3 5 22

2016 3 0 10

59 30 88

#IPO# IPO# IPO

It allows the company to expand its shareholding structure.

It offers to existing shareholders an exit strategy from the capital and the possibility to monetize their investments.

It provides liquidity to the shares.

It guarantees the company an objective and transparent evaluation of its capital.

It allows the introduction of incentive plansfor managers and employees and the acquisition of qualified human resources.

Increases the visibility of the company and its bargaining power in relation to customers and suppliers.

It increases the credibility of the company thanks to the presence of qualified investors in the capital.

Allows the company to raise capital to finance important growth projects and to make acquisitions using its own shares as currency.

It helps diversify funding sources, reducing dependence on the banking system.

GROWTH

13

MARKETING

DIVERSIFICATION

VALORISATION

LISTING ADVANTAGES

An IPO represents a strategic choice in the life of a company and exercises its influence on all aspects of the company's

business. The advantages are the following:

14

MTA SEGMENTO STAR AIM ITALIA

Float 25% 35% 10%

Certified Financial statements

3 3 1 (if they exist)

Offer Institutional / retail Institutional / retail Institutional

Other documentsAdmission Document

Planning & Control Report Business Plan / QMAT

Admission Document Planning & Control Report

Business Plan / QMATAdmission document

Market cap (€) Min. € 40 m Min. € 40 m – max 1 bn No formal requirment

BOD (n. representatives)

Recommended(Corporate Governance

Code)

Obligatory(See Rules)

No formal requirment

Internal Control Committee


Code)

Obligatory (Independent majority)


Incentives for top management


Code)

Obligatory (PerformanceRelated Pay)


Investor relator Recommended Obligatory Not obligatory

Website Recommended Obligatory Obligatory

Main advisorSponsor / Global

coordinatorSponsor / Global

coordinatorNomad

ADMISSION REQUIREMENTS

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• The number of companies listed on

the AIM has increased from just 4 in

2009 to 89 at year end 2016.

• The total market capitalization of

AIM listed companies has increased

from € 0.5bn to more than € 3bn

between 2012 and 2016.

AIM ITALY

AIM Italia - Alternative Capital Market is the Italian stock exchange dedicated to small and medium-sized Italian

companies with high growth potential.

As an MTF it is a non-regulated market and mainly dedicated to equity securities.

AIM Italia has been particularly successful in the last few years as an alternative financing instrument, as has the UK AIM.

source: Bloomberg

16

AIM ITALY STATISTICS

• More than €1 billion has been raised on the

Milan AIM since it opened in 2009.

• 17% of raises over €20 million, with 27% over

€10 million.

• More than 50% of AIM listed companies have a

free float of more than 20%.

• 35% of AIM listed companies have a free float

above 30%.

Source: CFO Sim elaborations on Bloomberg data


Raise (€M)

% Free Float

17

• A Nomad is a central figure for AIM Italia. The

Nomads must be approved by Borsa Italiana and

included on the AIM Italia Register.

• 19 Nomads currently registered with Borsa

Italiana.

• A wide variety of sectors represented with

everything from industry to consumer services and

goods.

• Consumer services, financials, technology and

industry the most heavily represented sectors.

Source: Borsa Italiana


Nomad

Industry - ICB

18

MARKET MAKER

GLOBAL

COORDINATOR

AUDITING FIRMLEGAL ADVISORS

NOMAD

INVESTOR

RELATIONS

FINANCIAL

ADVISOR

ACTORS INVOLVED

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• Certified financial statements• Consistency with data within the

prospectus / document for admission• Support for verification of

management system control

AUDITING FIRM

• Due diligence• Information

memorandum/admission document• Advice on corporate governance• Listing prospectus

LEGAL ADVISORS

• It guarantees the liquidity of the securities.

MARKET MAKER

• Roadshow organization• Bookbuilding• Organization of meetings with

institutional investors.

GLOBAL COORDINATOR

• Due diligence• Support to define the structure of the

transaction• Preparation of the infomemorandum• Preparation of the business plan

FINANCIAL ADVISOR

• Manages relationship with investorsand intermediaries.

• plan

INVESTOR RELATIONS

• Organization and management of the listing process

• Due diligence• Support in the valuation processes• Compliance with Regulation for

Issuers

NOMAD

Sample Timetable for the Listing Process Month 1 Month 2 Month 3 Month 4 Month 5

Due Diligence Nomad

Business Plan

Info memo

Pre-Marketing

Kick-off meeting

Legal e Fiscal Due Diligence

Preparation of the Admission Document

Certification of financial statements

Filing

Due Diligence Stock Exchange

Authorization from Stock Exchange

Listing

20

IPO TIMING FOR THE AIM LISTING PROCESS

Any re-organizationcompany/group

Business due diligenceTwo months on the part of the Italian Stock Exchange and Consob in the event of listing on the main market

Road shows in Italy and abroad and book building for institutional placementPossible changes in

governance

Adequate management control (SCG) to the characteristics of the company and the stock market h

Retail distribution in the event of listing on the main market

Certification financial statements

Adoption of international accounting standards for MTA and international or Italian for AIM Italy -Alternative Capital Market

Creating Equity Story There is no preparatory inquiry in the event of listing on AIM Italy-MarketAlternative Capital

Choosing of the listingmarket and timing

Organization of the placement consortium

Defining business plan

First contact with the Italian Stock Exchange and consultants

Choosing advisors

Admission to AIM Italia

AdmissionMTA

For the IPO process it is reasonable to expect a minimum of 8-9 months for the MTA market and 4-5 months for AIM Italy - Alternative Capital Market, without considering the activities of pre-listing

21

PREPARATION DUE DILIGENCE INQUIRY PLACEMENT

LISTING PROCESS

22

CORPORATE CLIENTS

Software

Industrial

Food & Beverage

Food & Beverage

Renewable Energy

2015: Market Maker, Corporate Broker

2016: Corporate Broker




Media 2016: Corporate Broker

Web Hosting

Technology

Communications

2016: Market Maker

2016: Market Maker

2016: Market Maker

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RECENT TRANSACTIONS

INITIAL PUBLIC OFFERING

LEAD MANAGER

€ 11.500.000

July 2015

CONVERTIBLE BOND

LEAD MANAGER

€ 5.000.000

July 2015


JOINT BOOKRUNNER

€ 80.000.000

November 2015


JOINT BOOKRUNNER

€ 4.200.000

July 2016

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SELECTED INSTITUTIONAL RELATIONSHIPS

25

CORPORATE ROADSHOWS

A

B

C

D

EF

G

H

I

JK

L

A

B

C

D

E

F

G

H

I

J

K

L

Italy: Milan, Rome

England: London

France: Paris

Spain: Madrid

Germany: Frankfurt, Munich, Nuremberg

Luxembourg

Monaco

Sweden: Stockholm

Denmark: Copenhagen

Switzerland: Geneva, Zurich, Lugano

Austria: Vienna

Ireland: Dublin

SingaporeM

M

CFO SIM organises and sponsors a variety of events to complement our service offering

26

CORPORATE EVENTS

CF&B Large & Mid Cap Event

CFO SIM ItalianEquity Event

DeutscheBoerse GermanEquity Forum

Borsa Italiana Small Cap Conference

Paris:

Frankfurt:

Nuremberg:

Milan:

CF&B Small Cap Event

Paris:

April

11

Mar

18

DVFA SCC Small Cap Conference

Frankfurt:

Aug

30

DVFA SpringtimeInvestor Conference

Frankfurt:

May

8

CFO SIM GermanIndependent AssetManagement Event

Nuremberg:

Oct

14

Nov

29

Nov

21

Oct

5

TEAM

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John Paul Everitt, Graduated in InternationalBusiness with a joint degree from the Universityof Hull (UK) and University of North CarolinaGreensboro (USA), and has professionalexperience working in the UK, USA, SouthKorea and Italy. Prior to starting his currentposition in CFO SIM, he was in charge ofInternational Institutional Sales in Integrae SIMwhere he dealt with IPOs on the Milan AIM andworked on developing the Specialist andCorporate Broking services. John has alsoworked for 5 years for a Luxembourg basedboutique advisory firm specialized infundraising for small to medium sizedcompanies on various European exchanges. Hehas also completed the CFA InstituteInvestment Foundations certificate program.

Luca Di Liddo holds a degree in BusinessAdministration from Bocconi University inMilan and has been working in investmentbanking for over 15 years.Prior to joining CFO SIM with the task ofdeveloping Equity Capital Market activities, hewas a Founder and Head of Corporate Financeof Integrae SIM where he successfully executedmore than 15 listings on the Italian AIM marketand structured several capital increasetransactions of listed companies as well asissuance of Convertible bonds. Previously hewas Head of Execution at Abaxbank andManager of ABN AMRO Rothschild. Luca is amember of AIAF (Italian Association ofFinancial Analysts).

Luca Arena holds a university degree inBusiness Administration and Finance from theUniversity of Turin. He has more than 15 yearsof equity analysis experience both in domesticand international institutions. Prior to joiningCFO SIM with the role of Head of EquityResearch, he had previously worked as SeniorEquity Analyst at ICBPI, Berenberg Bank, wherehe contributing to open the Italian business ofthe bank, focusing on mid-small cap coverage,in Mediobanca, a leading domestic investmentbank and in Cheuvreux, a French Pan-Europeanstockbroker. Luca is an ordinary member ofAIAF (Italian Association of Financial Analysts)

Filippo Maria Palmarini graduated in PoliticalSciences (Business Law), from the StateUniversity of Milan, Master in Financialmarkets from Bocconi University of Milan, 25years working in Investment Banking. Prior tojoining CFO SIM with the task of developingthe placement of securities in the primarymarket and supporting the liquidity ofsecurities post-listing, he was a founder ofIntegrae SIM and held the position ofPartner/Head of Equity Sales and Trading,where he was involved in over 15 listings onthe AIM Italy market, also providing Specialistand Corporate Broking services to more than 20listed companies. He was also Head ofCorporate Broking and Equity Sales ofAbaxbank, and Head of Syndication of BancaAletti.

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Giovanni Tommasi holds a degree inmanagement engineering, majoring in financefrom Milan Politecnico. Prior to joining CFOSIM, with the role of senior analyst of theCorporate Finance team, he gained 3 years ofexperience working in a consulting firm on M &A and Debt Restructuring and in Integrae SIM ,where he accomplished 7 quotations on AIMItaly . Giovanni is a Level II candidate for theCFA Program.

Ben Atter holds a degree in Politics from theUniversity of East Anglia (UK) and a certificatein Financial Markets from Yale University. Hehas been working in Italy for 15 years, and priorto his current position at CFO SIM wasresponsible for three branches of the Wall StreetInstitute (part of the Pearson Group). He hasalso completed the CFA Institute InvestmentFoundations certificate program.

Federico Oriani has a degree in managementengineering with a specialization in financefrom Milan Politecnico, he is both an industrialengineer and a IT engineer. He has acquired anumber of technical qualifications, participatedin national conferences and published books.He is also an auditor for associations of nationalimportance. He has been in CFO since 2008, andholds a senior position in Corporate Financeand the Real Estate division.

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This document is for informational purposes only and should not be regarded as an offer orsolicitation to buy the securities or other instruments mentioned within. Neither it not any partof it form the basis of and should not be relied upon in connection with any contract. CFO SIMS.p.A. shall not be liable for any direct or indirect damages, including lost profits arising in anyway from the information contained in this manual. This material is for the use of intendedrecipients only, and only for distribution to professional and institutional investors.

CFO SIM S.p.A. uses reasonable efforts to obtain information from sources which it believes tobe reliable but the contents of this document have been prepared without any substantiveanalysis being undertaken into the companies concerned or their securities and it has not beenindependently verified. No representation or warranty, either express or implied, is made norresponsability of any kind is accepted by CFO SIM S.p.A., its directors or employees either tothe accuracy or completeness of any information contained in this document.

Opinions expressed are our current opinions as of the date appearing on this material only(25/10/2016). The information and opinions expressed are provided for the benefit of CFO SIMS.p.A. clients as at the date of this document and are subject to change without notice.

This document is being supplied to you solely for your information and may not be reproduced,re-distributed or passed to any other person or published in whole or in part for any purpose.The material in this document is not intended for distribution outside the European EconomicArea. This material is not directed at you if CFO SIM S.p.A. is prohibited or restricted by anylegislation or regulation in any jurisdiction from making it available to you, and persons whocome into possession of this material should inform themselves about, and observe, any suchrestrictions.

By accepting this document you agree that you have read the above disclaimer and to be boundby its limitations and/or restrictions.

DISCLAIMER

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MilanoCFO – Corporate Family OfficeHead officeVia dell’Annunciata, 23/420121 MilanoTel. +39 02 303431

Branch OfficeV.le della Libertà 6733170 PordenoneTel. +39 0434 546711

Branch OfficeVia Cefalonia 7025124 Brescia

www.cfosim.com

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