Voluntary Tender Offers on all the shares and Warrants of Net Insurance launched by Net Holding S.p.A.

The Offeror is Net Holding S.p.A. (the “Offeror”), a special purpose vehicle controlled entirely by Poste Vita S.p.A. (“Poste Vita”) and incorporated as a joint stock company in order to promote two voluntary public tender Offers on Net Insurance S.p.A. (the “Issuer” or the “Company”) shares and warrants.
 
Poste Vita’s share capital is held entirely by Poste Italiane S.p.A. (“Poste Italiane”), a joint stock company incorporated under Italian law.
 
As of September 28, 2022, the announcement date of the Offer:

1. Poste Vita stipulated an agreement (the “Framework Agreement”) with Istituto Bancario del Lavoro S.p.A. (“IBL”): to tender (i) to the Offer on Shares no. 4,930,542 Shares, representing approximately 26.64% of the Issuer’s pre-dilution share capital and maximum no. 83,333 Shares resulting from the exercise of the conversion right relevant to the Convertible Bonds held by IBL, as well as (ii) to the Offer on Warrants no. 340,959 Warrants held by  IBL, within the 5th (fifth) day from the starting of the Acceptance Period;


2. Poste Vita and dott. Andrea Battista (the “Manager”) (as well as – for acknowledgement and agreement – the Net Shareholder) entered into a term sheet (the “Term Sheet”) containing the undertaking of the Manager (a) not to tender to the Offer on Shares no. 400,000 Shares held by the Manager in the Company, (b) to tender to the Offer on Shares the remaining part of the stake of the Manager in the Issuer, equal to no. 794,123 Shares (taking into account the Shares received upon the full exercise of the rights of the Manager under the Plan) representing 3.90% of the fully-diluted share capital of the Company, and (c) to tender to the Offer on Warrants all the Warrants held by him, equal to no. 6,392 Warrants.

The following are considered to be the persons acting in concert with the Offeror pursuant to Article 101-bis, paragraphs 4 and 4-bis of the TUF: Poste Vita, IBL and the Manager.
 
It should also be noted that Poste Italiane, as a company that directly controls Poste Vita and indirectly controls the Offeror, qualifies, pursuant to Article 101-bis, paragraph 4-bis, of the TUF, as a person acting in concert exclusively for the purpose of transparency and the best price rule within the context of the Offers.
 
For further information, please refer to the key information concerning the Framework Agreement and the Term Sheet, published on October 3, 2022 within the terms and according to the procedure prescribed by Article 130 of the Issuers’ Regulation, on the Company’s website (www.netinsurance.it) and on CONSOB’s website (www.consob.it).

Net Holding S.p.A. has decided to launch:

1. a total voluntary public tender offer (the “Offer on Shares”) aimed at: (a) acquiring all of the ordinary shares of Net Insurance S.p.A., other than the no. 400.000 shares covered by the Non-Tender Commitments; and (b) delisting the Shares from the Euronext Milan, STAR segment (the “Delisting of Shares”), and
2. a total voluntary public tender offer on all the warrants named as “Warrant Net Insurance S.p.A.” (the “Warrants”), representing all the Warrants issued by the Issuer and outstanding (the “Offer on Warrants” and, together with the Offer on Shares, the “Offers”), aimed at delisting the Warrants from the Euronext Milan, STAR segment, organized and managed by Borsa Italiana S.p.A. (“Delisting of Warrants” and, together with the Delisting of Shares, the “Delisting”).

It should be noted that the effectiveness of the Offers is contingent upon the occurrence (or waiver by the Offeror) of certain conditions of effectiveness described in the Offer Document, approved by Consob with resolution n. 22604 on February 15, 2023 (the “Offer Document”).  

For any additional information and for a complete description and evaluation of the Offers, please refer to the offer document available in the section “Offer Documents” on this website.

The Offers are aimed at acquiring the Issuer’s entire share capital and therefore, to obtain the delisting of the shares and warrants from the Euronext Milan, STAR segment.

Poste Vita intends to implement, through the Offers, an overall industrial design of a strategic nature with the goal of increasing the value of the Company, to be implemented through a long-term strategic commercial partnership with IBL. This partnership is, moreover, further strengthened by the commercial commitments formalized by the Net Shareholder under the Framework Agreement, which aim to increase the insurance coverage purchased from the Issuer.

Poste Vita, within the scope of its prerogatives as (future) controlling shareholder of the Issuer intends:

1. to identify the Issuer as the “competence centre” of the Poste Italiane Group, to which Poste Vita belongs, for the insurance business related to loans secured by “CQS” (salary-backed loans) and “CQP2 (pension-backed loans, the business of loans secured by CQS and CQP, collectively, the “CQ Business”), leveraging on the Issuer’s membership to a larger entity characterized by high financial strength and an established brand in all reference markets, so as to accelerate Net Insurance’s 2022-25 Business Plan of standalone growth, announced to the market on June 23rd, 2022, by capitalizing on and further developing its leadership position in Italy in the segment of insurance coverage related to the CQ Business; on this point, it should be noted that both Poste Vita and Poste Assicura S.p.A. will continue to offer the insurance coverage relating to the CQ Business to Financit S.p.A. directly. The "center of expertise" role will therefore be assumed, at the moment, in the pooling of the know-how and best practices within the Poste Vita group;


2. identify the Issuer as a product factory of the Poste Italiane group with reference to the distribution of insurance products on third-party networks other than Poste Italiane’s proprietary distribution channels, with particular reference to banking networks (i.e., bancassurance agreements), being able to count on the support of the Poste Italiane group to accelerate the Issuer’s stand-alone development path. On this point, given that, at present, the Poste Vita Group places individual policies (i.e., intended for retail customers) almost exclusively through the distribution channels of the Poste Italiane Group, the distribution channels of Net Insurance will be "complementary" and, therefore, the acquisition of Net insurance and the consequent inclusion of its distribution channels in the Poste Vita Group's network will have no impact on their respective business plans.

For any additional information and for a complete description and evaluation of the Offeror’s motivations and programs, please see the Offer Document available in the “Offer Documents” section of this website.

If the Offer on Shares is completed, for each Share tendered to the Offer on Shares, the Offeror will recognize a consideration per Share equal to Euro 9.50 (the “Consideration per Share”).

If the Offer on Warrants is completed, for each Warrant tendered to the Offer on Warrants, the Offeror will pay a consideration per Warrant equal to Euro 4.81 (the “Consideration per Warrant”).

The Considerations are understood to be net of stamp duty, registration tax and Italian financial transaction tax, if due, and fees, commissions and expenses that will be borne by the Offeror. Conversely, any income tax, withholding tax or substitute tax, if due, on any capital gain realized, if any, will be borne by the participants to the Offers.

Please note that the official price per Share at the end of September 27, 2022 (the trading day prior to the dissemination of Notice 102 to the market) (the “Reference Date”) was Euro 7.81. Therefore, the Consideration per Share incorporates a premium of 21.6% over the official price on the Reference Date. In addition, the Consideration per Share incorporates a premium of 28.0% and 30.7% over the weighted arithmetic average of the official price of each Share for the last month and the last six months preceding the Reference Date, respectively.

The official price per Warrant on the Reference Date was Euro 3.15. Therefore, the Consideration per Warrant incorporates a premium of 52.7% over the official price on the Reference Date. The Warrant Consideration incorporates a premium of 60.0% and 78.4% over the weighted arithmetic average of the official price of each Warrant for the last month and the last six months preceding the Reference Date, respectively.

For any additional information and for a complete description and evaluation of the Offeror’s motivations and programs, please see the Offer Document available in the “Offer Documents” section of this website.

The Offers are addressed indiscriminately and on equal terms to all shareholders and to all holders of Warrants of Net Insurance S.p.A. Notwithstanding the above, the Offers will be promoted exclusively in Italy.

The Offer Document contains the full description of the terms and conditions of the Offers, available in the “Offer Documents” section of this website.

The acceptance period for the Offers (the “Acceptance Period”) will start at 8:30 a.m. (CET) on February 27, 2023 and will conclude at 5:30 p.m. (CET) on April 6, 2023, unless extended.
 
If the conditions are met, the Acceptance Period will be reopened for five consecutive trading days starting from the trading day following the Payment Date, and, therefore, for the sessions of April 17, 18 19, 20 and 21, 2023 (the "Reopening of the Terms").
 
In the event of a Reopening of the Terms of the Offer on Shares, the Offeror, on a voluntary basis, will reopen the Acceptance Period on Warrants for an additional 5 trading days that will coincide with those for the Offer on Shares.

For any additional information and for a complete description and evaluation of the Offeror’s motivations and programs, please see the Offer Document available in the “Offer Documents” section of this website.

The payment of the Consideration for the Offer on Shares and the Consideration for the Offer on Warrants to those who accepted the Offer, will take place on April 14, 2023 (the “Payment Date”), unless extended.
 In the case of a Reopening of the Terms, the payment of Considerations for shares and warrants tendered to the Offer during the Reopening of the Terms Period will take place on April 27, 2023.
 
For additional information, please see the Offer Document, also available in the “Offer Documents” section of this website.   

The Offeror aims to acquire all of Net Insurance’s Shares and Warrants and therefore obtain the Delisting. In the event that the Issuer’s Shareholders and Warrant holders do not tender to the Offer, the following alternative scenarios are possible:


Scenarios relating to the Offer on Shares:

 

1. The Offeror comes to hold an overall stake of more than 90% and less than 95% of the Issuer’s share capital

If, as a result of the Offer on Shares, by virtue of the acceptances of the Offer on Shares, the Threshold Condition is met (or waived by the Offeror) and the Offeror - also considering the holdings of the Persons Acting in Concert- comes to hold, as a result of the acceptances of the Offer on Shares during the Acceptance Period (including any extension and/or Reopening of the Terms) and/or Share purchases made by the Offeror and/or the Persons Acting in Concert outside of the Offer on Shares during the Acceptance Period, an overall stake of more than 90% of the share capital and less than 95% of the share capital of the Issuer, the Offeror hereby declares intention not to restore floating shares in an amount sufficient to ensure their regular trading and will fulfill the Purchase Obligation pursuant to Article 108, paragraph 2 of the TUF.
In this event, the consideration for the completion of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF will be determined pursuant to Article 108, paragraph 3 of the TUF, which will be equal to the Consideration per Share.
 
If the conditions for the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF are met, Borsa Italiana - pursuant to Article 2.5.1, paragraph 6, of the Stock Exchange Regulation will order the Delisting from the trading day following the Payment Date of the Consideration of the Purchase Obligation pursuant to Article 108, paragraph 2, of the TUF, without prejudice to the indications regarding the Joint Procedure in the Offer Document.  In this event, shareholders that have decided not to tender their Shares and that have not requested the Offeror to acquire their Shares in fulfillment of the Purchase Obligation, pursuant to Article 108, paragraph 2 of the TUF, (except as indicated in the following point B) will hold financial instruments not traded on any regulated market, with the ensuing difficulties in selling their investment in the future.

 

2. The Offeror comes to hold an aggregate stake of at least 95% of the Issuer’s share capital

If, as a result of the Offer on Shares, the Threshold Condition is met (or waived by the Offeror) and the Offeror – (also considering the holdings of the Persons Acting in Concert) comes to hold by virtue of the tender to the Offer on Shares (including any Reopening of Terms or any extension) and/or any purchases of Shares by the Offeror and/or by the Persons Acting in Concert outside the Offer on Shares (during the Acceptance Period, as extended and/or reopened, and/or during the fulfilment of the Purchase Obligation period pursuant to Article 108, paragraph 2 of the TUF), an aggregate stake of at least 95% of the Issuer’s share capital and the Offeror exercises the Right of Purchase, simultaneously fulfilling the Purchase Obligation pursuant to Article 108, paragraph 1 of the TUF with the Joint Procedure, the Issuer’s shareholders will receive a purchase price for each Share set in accordance with the provisions of Article 108, paragraph 3 of the TUF, which will be equal to the Consideration per Share.

Following the occurrence of the conditions of the Purchase Obligation pursuant to Article 108, paragraph 1 of the TUF, and of the Right of Purchase pursuant to Article 111 of the TUF, pursuant to Article 2.5.2, paragraph 6 of the Stock Exchange Regulation, Borsa Italiana shall suspend the trading of the Issuer’s shares and/or dispose the Delisting, taking into account the time required to exercise the Right to Purchase.

 

3. The Offeror comes to hold an aggregate stake of less than 90% of the Issuer’s share capital

If, as a result of the Offer on Shares, the Threshold Condition is not met (or in the event of a waiver on behalf of the Offeror) and the Offeror – (also considering the holdings of the Persons Acting in Concert) comes to hold by virtue of the tender to the Offer on Shares (including any Reopening of Terms or any extension) and/or any purchases of Shares by the Offeror and/or by the Persons Acting in Concert outside the Offer on Shares (during the Acceptance Period, as extended and/or reopened, and/or during the fulfilment of the Purchase Obligation period pursuant to Article 108, paragraph 2 of the TUF), an aggregate stake of less than or equal to 90% of the Issuer’s share capital (and therefore the conditions for the Purchase Obligation pursuant to Article 108, paragraph 2 of the TUF or the Purchase Obligation pursuant to Article 108, paragraph 1 of  the TUF or the exercising of the Right to Purchase are not met and for the consequent delisting of the Issuer’s shares), the Issuer’s shareholders who did not participate in the Offer on Shares will remain holders of the Issuer’s Shares listed on Euronext Milan, STAR segment (except as provided below), and the Offeror  would retain the possibility of purchasing the Shares tendered, thereby increasing its stake in the Issuer.  In this case, the Offeror will consider options to achieve, where possible, the Delisting, including the Merger.

At the conclusion of the Offer on Shares, subject to the waiver of the Threshold Condition, should the residual free float of the Shares be higher than 10%, but lower than 20% of the Issuer’s share capital, also in view of the possible permanence in the Issuer's share capital of shareholders with significant shareholdings pursuant to applicable regulations, such float might not be considered suitable to meet the requirements of sufficient circulation required by the Stock Exchange Regulation for the Issuer to remain in the STAR segment of Euronext Milan, resulting in the possible transfer of the Issuer to Euronext Milan, according to the provisions of Article IA.4.4.2, paragraph 3 of the Stock Exchange Regulation Instructions.

In case of loss of STAR status, the Shares may have a lower degree of liquidity than that recorded as of the date hereof, and the Issuer may decide not to voluntarily comply with the transparency and corporate governance requirements mandatory for companies listed on the STAR segment.


Scenarios relating to the Offer on Warrants:
 

Non-acceptance of the Offer on Warrants

In the event that, as a result of the Offer on Shares, the conditions for the Delisting of the Shares are met, the Warrants will be delisted by ceasing the listing of assets underlying the Warrants, pursuant to Art. 2.5.1, paragraph 7 of the Stock Exchange Regulation. Therefore, Warrant holders will retain the right to purchase Net Insurance shares upon the natural expiration of the Warrants scheduled, pursuant to the relevant Warrant Regulations, in any case, they remain holders of financial instruments not traded on any regulated market, with the ensuing difficulties in liquidating their investment.

If, as a result of the Offer on Warrants, the Offeror comes to hold, as a result of acceptances of the Offer on Warrants during the Acceptance Period (including any extension and/or Reopening of the Terms) and/or of purchases of Warrants made by the Offeror and/or Persons Acting in Concert outside the Offer on Warrants (during the Acceptance Period, as extended and/or reopened, if any), a percentage of less than 90% of the Issuer's Warrants issued and outstanding, the Offeror will consider whether to waive the Threshold Condition with respect to the Warrants (where the Threshold Condition on the Shares has occurred). In that case, if Delisting of the Shares occurs, the Warrants will also be withdrawn from trading by ceasing the trading of the underlying securities, pursuant to Article 2.5.1, paragraph 7 of the Stock Exchange Regulation. In case of Delisting, holders of Warrants who did not participate in the Offer on Warrants will retain the right, following the completion of the Offer on Warrants, to exercise the Warrants and receive Conversion Shares not admitted to trading on Euronext STAR Milan under the terms and conditions set forth in the Warrant Regulations, with resulting difficulty in liquidating the investment.

It is also possible that the liquidity of the Warrants may be reduced as a result of the completion of the Offer on Warrants, since the number of Warrants outstanding after the Payment Date may be significantly reduced compared to those outstanding up to that date. It cannot also be ruled out that, upon completion of the Offer on Warrants, the regular course of trading of the Warrants may not be ensured. In this case, pursuant to Article 2.5.1 of the Stock Exchange Regulation, Borsa Italiana may order the suspension and/or the delisting of the Warrants.


For any additional information and for a complete description and evaluation of the Offeror’s motivations and programs, please see the Offer Document available in the “Offer Documents” section of this website.

All notices and documents regarding the Offers are available on the following website postevita.poste.it, on the Issuer's website at the following link www.netinsurance.it and on the Global Information Agent’s website at www.morrowsodali-transactions.com.
To receive additional information regarding the Offer, the following channels are available:
 

• Contact Center available from 9:00 a.m. to 6:00 p.m. (CET) from Monday to Friday
  • Toll free number 800 137 242
  • Landline +39 06 85870130
  • WhatsApp number +39 3404029760
• Email address opa.netinsurance@investor.morrowsodali.com