Nexi – EGM 26 June 2020
Nexi SpA (formerly Istituto Centrale delle Banche Popolari Italiane r"ICBPI") is an Italian
financial technology company established in 2016. It is specialized in the payment
technology field, offering digital services and infrastructure to banks, businesses,
institutions and the public administration. Nexi shares have been listed on the Italian
Stock Exchange since April 2019.
The EGM is called to approve the convertibility of a bond issue denominated
"€500'000'000 1.75 per cent. Equity Linked Bonds due 2027", as well as the
authorization to increase the share capital by maximum 4.1% to service the conversion
of the bonds.
Bonds may be converted at a price of €19.47 per share, corresponding to a conversion
premium of 50% on the closing price of Nexi share on the day before the placement of
the bond (April 16).
We note that the conversion premium is above the average applied in similar
transactions (approximately 30%), but this is mostly due to current high market volatility
(the premium would be 37% taking into account current Nexi share's price).
Through the convertibility of the bond, the Company will be able to diversify its financial
resources, extend the duration of the average bond maturity and strengthening its
liquidity. We regret that the Company has issued convertible bonds before receiving the
authorization of the shareholders to increase the share capital. However, the amount of
the capital increase without pre-emptive rights is reasonable (4.1% of existing share
capital in 7 years). Also taking into account the positive effects of the loan on the
Company's financial position and the fairness opinion released by the external Auditor,
we recommend approval.
Nexi SpA. Nexi SpA is an Italy-based financial technology company. The Company is specialized in the payment technology field offering digital services and infrastructure to banks, businesses, institutions and the public administration.
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