The shares to be available in the global offering are to be sold by Marco Polo International Italy S.p.A., which holds 100 percent of the company's share capital. Marco Polo in turn is controlled by Fourteen Sundew S.à r.l. (a company indirectly controlled by ChemChina) with a 65-percent share; Camfin S.p.A. with a 22.4-percent share; and Long Term Investments Luxembourg S.A., with 12.6 percent.
Pirelli said it will determine the aggregate number of shares to be made available in the global offering immediately before the commencement of the deal. That determination could include a "greenshoe" option — a provision that gives the underwriter the right to sell more shares than originally planned by the issuer if the demand for that issue is higher than expected.
The commencement of the global offering will be subject to market conditions and to the receipt of the authorization to the admission to listing by Borsa Italiana, Pirelli said, and to the approval of the prospectus by CONSOB (Commissione Nazionale per le Società e la Borsa), the public authority responsible for regulating the Italian financial markets.
It is expected that the listing of the shares will commence in October, subject to the prevailing market conditions at the time, Pirelli said.
At the Aug. 31 shareholders' meeting, the gathering approved by-laws that expressly provide, among other things, that Pirelli's "corporate governance will be inspired by best international practices."
With a view to protecting all shareholders, Pirelli said specific by-laws provisions also are included with the aim of preserving over time "Pirelli's constitutive and intrinsic elements," such as the continued presence in Italy of the group's headquarters and executive offices, as well as control over its technological know-how (including the Pirelli trademarks).
In particular, the by-laws provide that Pirelli's technological knowhow must continue to be owned by Pirelli and may not be transferred to third parties, except to the extent provided under the by-laws.
The new by-laws also spell out the role of Mr. Tronchetti Provera in guiding top management and ensuring continuity in Pirelli's business culture as well as his input in the designation of his successor in 2020.
In addition, the shareholders agreed to expand the board of directors to 15 members, adding one additional independent director, to be appointed at the first shareholders' meeting of Pirelli to be held after the IPO. This change will ensure that independent directors will comprise the majority of the board of directors.
The current board of directors, who will remain in office for three years starting Aug. 31 comprises: Mr. Ren; Mr. Tronchetti Provera; Yang Xingqiang; Bai Xinping; Giorgio Luca Bruno; Ze'ev Goldberg; Giovanni Tronchetti Provera; Laura Cioli; Domenico De Sole; Fan Xiaohua; Marisa Pappalardo; Cristina Scocchia; Tao Haisu; and Wei Yintao.
In the context of the Transaction, Banca IMI, J.P. Morgan and Morgan Stanley are acting as joint global coordinators and joint bookrunners, while BNP PARIBAS, BofA Merrill Lynch, Goldman Sachs International, HSBC, Mediobanca and UniCredit Corporate & Investment Banking are acting as joint bookrunners.