First4Progress S.p.A. (“F4P”) is a Search Investment Vehicle (“SIV”) incorporated in Italy and promoted by First Capital S.p.A., Capital For Progress and CFO SIM (the “Founders”), three financial institutions with an important track record of investing in domestic small and medium-sized enterprises (“SMEs”).
An SIV aims to integrate (“Business Combination”) with an operating company (“Target”) by contributing capital and promoting its listing on a stock market.
Its main characteristics are:
- FP4 is a private company: the shares are initially unlisted and subscribed only by Founders;
- Listing will take place later and only in case of Business Combination
- No warrants have been issued and there is only one category of shares
- Investors subscribe convertible bonds
- Business Combination takes place only if the majority of investors agree to convert their bonds into shares
- There is no right of withdrawal for bondholders who do not convert to the Business Combination: they remain bondholders until the maturity of the bond. They can convert thereafter, but at an increasing value per share over time.
F4P participated as a corner investor in the IPO and listing of Generalfinance S.p.A. (“GF”) , partially reimbursing its investors in kind with GF shares and remaining today as a main shareholder of GF.
Under the conditions and within the periods stipulated in the convertible bond terms, bondholders may convert in GF shares by completing and submitting the appropriate form.
Please be advised that for all documents the Italian text is the only legally binding version.
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