King & Wood Mallesons (KWM) advised Ferretti S.p.A. (Ferretti, HK Stock Code: 9638) on the dual primary listing on the Euronext Milan today, 27 June 2023.
The offering comprised an offer of existing shares held by the controlling shareholder, Ferretti International Holding S.p.A. (a subsidiary of Weichai Group) (the Selling Shareholder), representing approximately 26.1% of the share capital of the Company. Priced at Euro 3 (equivalent to approximately HK$25.74) per share, the offering raised gross proceeds of approximately Euro 265 million (equivalent to approximately HK$2.27 billion) to the Selling Shareholder, assuming the over-allotment option is not exercised. This is the first ever dual primary listing of a Hong Kong listed company in Italy and in the European Union (EU).
Ferretti is an established player in the global luxury yacht market headquartered in Italy, leader in the global luxury inboard yacht market above 9 meters (approximately 30 feet) with a market share of about 15% as of 31 December 2022. The Ferretti Group designs, produces and sells luxury composite, made-to-measure, and super yachts from 8 to 95 meters (approximately 27 and 312 feet) covering a broad and diversified range of types, including portfolio of seven iconic brands: Riva, Wally, Ferretti Yachts, Pershing, Itama, CRN and Custom Line.
The dual listing was complex, involving:
- Breakthrough in the holding structure of shares. Dematerialisation of shares (scripless) is legally required in Italy and the EU and the reform of dematerialisation of shares for Hong Kong companies is still at an initial stage. Applicable rules and regulations relating to dematerialisation of shares of overseas-incorporated companies like Ferretti have yet to be in place. Our work included lobbying and navigating various stakeholders and regulators in both Hong Kong and Italy in order to achieve a viable solution.
- Working extensively with HKSCC on the legal aspects and logistics to ensure that cross-border trading by way of repositioning is feasible, including conducting comparative analysis on the trading, clearing and settlement rules for securities on the Hong Kong and the EU markets.
A seamless cross-border, cross-practice team from our Hong Kong and China Mainland offices provided a one-stop service to complete this complex transaction within a tight timeframe of 8 months.
This dual listing is led by Team Lead Partner of KWM Hong Kong’s ECM Practice, Candy Chan, with support from Sunny Lam, Nathaniel Lau and Clara To, advised Ferretti and the Selling Shareholder as to Hong Kong law. Minny Siu, partner of the Banking & Finance Practice of KWM Hong Kong, advised Hong Kong Securities and Clearing Company Limited (HKSCC) and Computershare on certain financial regulatory aspects of the transaction (including securities clearing and depository issues), with support from Agnes Chan, Violet Wong and the broader financial regulatory team. Xu Ping, Partner and Head of KWM’s Corporate Practice Group, from KWM’s Beijing office also advised on certain PRC law matters from the perspective of Weichai Group, with support from Jia Han (Ellen).
Candy Chan said, "Dual listing of Hong Kong listed entities in Italy is unprecedented. We are excited to continue our work with Ferretti Group and Weichai Group to bring this landmark transaction to market. The dual listing of the Ferretti Group in Milan sets the precedent for more international companies to seek primary listing in Hong Kong and then seek homecoming listing in their home jurisdiction, or vice versa in seeking a dual listing status in Hong Kong.”
Xu Ping added, "We are honoured to have participated in this landmark listing project. KWM assisted the Weichai Group in its acquisition of Ferretti back in 2012. We are extremely pleased to witness the continued growth of the Ferretti Group with the support of the Weichai Group throughout the last decade, with the culmination of Ferretti’s successful dual Hong Kong listing and Milan listing within only 15 months. This cross-border listing transaction is, once again, evidence of KWM’s strong multi-jurisdictional capabilities across our global platform, with unrivalled local depth and expertise.”
Goldman Sachs International, J.P. Morgan and UniCredit act as joint global coordinators and joint bookrunners. Equita and Berenberg act as joint bookrunners. UniCredit acts also as listing agent for the purpose of the listing. CICC is acting as financial advisor to Ferretti.
References to "PRC" or "China Mainland" means the People's Republic of China, excluding the Hong Kong Special Administrative Region ("Hong Kong SAR"), and any reference to "Hong Kong" or "Hong Kong SAR" shall be construed as a reference to "Hong Kong Special Administrative Region of the People's Republic of China.
