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AIM Italia - Ernesto Mocci - Methorios Capital

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Multilateral Trading FacilitiesJuly 2011, RomeThis document is strictly private and confidential


Index• Executive Summary......................................................................................................................Page 04• IPO Market......................................................................................................................................- Global IPO Market.....................................................................................................................Page 05Page 06- European IPO market ..............................................................................................................Page 07- <strong>Italia</strong>n IPO Market.....................................................................................................................Recent IPOli listings i on Borsa <strong>Italia</strong>na........................................................................................New potential listings on Borsa <strong>Italia</strong>na....................................................................................Page 08Page 10Page 11- European multilateral trading facilities..............................................................................<strong>AIM</strong> UK..........................................................................................................................................<strong>AIM</strong> <strong>Italia</strong>.......................................................................................................................................MAC................................................................................................................................................<strong>AIM</strong> <strong>Italia</strong> and MAC.....................................................................................................................Potential investors for <strong>AIM</strong> <strong>Italia</strong> and MAC.............................................................................Market players for MTF listings..................................................................................................E.NA...............................................................................................................................................Euronext Alternext.......................................................................................................................Euronext Marche Libre................................................................................................................EURO MTF...................................................................................................................................MAB................................................................................................................................................European MTF Markets...............................................................................................................Page 12Page 13Page 15Page 18Page 20Page 24Page 25Page 26Page 27Page 28Page 29Page 30Page 31


Index• <strong>AIM</strong> <strong>Italia</strong> Companies Analysis................................................................................................Page 32- VRWay.........................................................................................................................................- TBS Group.................................................................................................................................- Made in Italy 1............................................................................................................................- Fintel Energia.............................................................................................................................- <strong>Methorios</strong> <strong>Capital</strong>......................................................................................................................- First <strong>Capital</strong> Investment Company.........................................................................................- Poligrafici Printing.....................................................................................................................- Neurosoft...................................................................................................................................- IKF...............................................................................................................................................- PMS Group.................................................................................................................................- Vita Società Editoriale...............................................................................................................- Unione Alberghi <strong>Italia</strong>ni...........................................................................................................• MAC Companies Analysis...........................................................................................................- Rosetti Marino............................................................................................................................- Servizi Enrgetici Integrati (SEI) .............................................................................................- Raffaele Caruso..........................................................................................................................- Centro Servizi Metalli (CSM) ..................................................................................................- Area Impianti.............................................................................................................................- Tessitura Pontelambro..............................................................................................................- Gruppo Effegi............................................................................................................................- Valore <strong>Italia</strong>.................................................................................................................................- Imvest..........................................................................................................................................Page 34Page 36Page 39Page 40Page 43Page 46Page 48Page 50Page 52Page 55Page 57Page 59Page61Page 63Page 66Page 68Page 70Page 72Page 73Page 75Page 77Page 79.


Executive Summary‣ This document was prepared for the purposeof providing an in depth snapshot of initiali i public offering (IPO) activity iipredominantly for small cap companies in Italy and Europe. The study offers an insight into equity capital markets over thepast 5 years drilling down from transactions at a global level into greater detail for European small cap multilateral tradingfacilities (MTF’s)/exchange regulated markets.‣ The study develops further into the current investment environment and recent share price performances of listed companieson the <strong>Italia</strong>n MTF markets of <strong>AIM</strong> <strong>Italia</strong> and Mercato Alternativo del <strong>Capital</strong>e (MAC).‣ The global environment for IPO listings experienced a significant decline from 2007 with the onset of the financial crisis.This deterioration in equity market conditions for IPO listings continued all the way through till 2009 with a severecontraction in the number of new companies coming to market and an increase in the number of delistings in establishedmarkets such as the UK. 2010 saw a reprieve to the downward trend with transaction numbers more than doubling at both aglobal and European level.‣ This being said, 2011 already promises to bring further improvement at a global level as China remains a significant driver andthe US equity markets are showing strong signs of improvement. Despite domestic political friction and debt concerns inEurope, the <strong>Italia</strong>n market indicates some potential for improvement for the year ahead.‣ At a small cap level on the MTF’s of <strong>AIM</strong> <strong>Italia</strong> and MAC, IPO activity is likely to continue on from the growth of 2010 asthere exists a strong backlog of companies ready to list on these unregulated markets. Larger <strong>Italia</strong>n firms who put theirlisting plans on hold over 2008-2010 are now beginning to restart the process.‣ However, market timing is essential when performing an IPO. Therefore, there needs to exist a strong buy-side in order forthere to be a successful placement. Throughout 2010 and early 2011, both retail and institutional investment in new IPO’s didnot indicate strong conviction in the market for either large caps and small caps.‣ In 2011, with stronger market conditions, small cap investment in Italy can only improve. The new IPO’s coming to market inthe year can help the two MTF markets reach a critical mass of listed companies that is an essential requisite for liquidity.However, Borsa <strong>Italia</strong>na and its partners will have a significant role to play in pushing investment growth and awareness ofthese two markets, which present a potentially valuable source of growth for <strong>Italia</strong>n small cap enterprises (SME’s) s). Theimplementation of tax incentives for investors and the establishment of SME focused funds that actively invest in these MTFmarkets are some of many initiatives that could drive liquidity.4


IPO Market


Global IPO market‣ The Global IPO market has experienced a severe contraction sinceGlobal l IPO Transactions 2010 (transactions > $10 mln)2007 with the onset of the financial crisis. Total IPO transactionRest of WorldAsia Emergingvalues have fallen from their peak in 2007 of $ 395 billion to $ 115North AmericaEuropeAverage IPO size (USD mln)billion in 2009. 2010 has seen a rebound with the number of 3.000transactions and average transaction value increasing by 110% and158,0173,816% respectively.149,6‣ One noticeable trend has been a significant shift in the level of IPO2.000activity from US and European markets that were once dominant567have now been surpassed by listings in China.This is atrendfor 7071.500which many believe will remain the case for years to follow as567developing markets continue to be the drivers for the global 1.000460economy.362‣ For 2011 US equity market activity is expected to pick up as there662becomes greater clarity in US taxation policies and the federal0reserve implements another round of quantitative easing. Rumoursof large upcoming IPO’s include the listing of Facebook hinted fora late 2011 or 2012 and Chrysler in the second half of 2011.‣ On the contrary Western European markets are likely to remainrather stagnant in comparison the US and China, as the debt crisissurrounding the Euro zone will remain a concern for investors.‣ The most significant IPO’s for 2010 were listed on the Chinese andUS markets. These were: Agricultural Bank of China, listed on theHong Kong stock exchange in 07/07/2010, a deal valued at $19.2bln; AIA Group that listed on the Hong Kong Stock Exchange in21/10/2010, 00, a deal valued at $ 15.8; and General Motors that listedon the NYSE on the 17/11/2010, a deal valued at $ 15.7 bln.** Renaissance <strong>Capital</strong> IPO expert 2010 market review.IPO’s2.500500Global IPO Transactions by Region 20103%1%6%North America200180128,716049614095,7152 120100440 80169346033322962840835 28629820338 39320802006 2007 2008 2009 2010Source: Bloomberg39%15%27%9%Western EuropeUSDAsia Pacific DevelopedAsia EmergingLatin America CaribeanEastern EuropeMiddle East & AfricaSource: Bloomberg6


European IPO market‣ European equity markets saw a significant decline in IPO activity from 2007. The number of transactions fellheavily from 496 in 2007 to 34 in 2009.‣ Despite the ongoing European sovereign debt crisis, 2010 experienced a recovery in IPO listings and average listingvalues with 152 new listings and average IPO size increasing by 11% in comparison to 2009. However for 2011,debt concerns in Europe are likely to remain a lingering deterrent for cautious investors. This ongoing uncertaintymay see potential issuers continuing to defertheirlistingsforalaterdatewhenthereexistsgreaterconvictioninthemarket.‣ The largest European IPO for 2010 was Enel Green Power’s listing on Borsa <strong>Italia</strong>na in November 2010. The dealraised $ 3.2 bln however the level of institutional investor participation in this listing did not indicate a strong periodfor capital raising in the European markets (refer to page 10).600 Number of IPOs Average IPO size (USD mln)500400300567178,8Western Europe IPO Transactions (> $ 10 mln)219,4101,2170,3188,7250200150Western Europe IPO Transactions (>€ 10mln) bysector4961008%200 10%6%9%7%6%10%20%Basic MaterialsConsumer GoodsConsumer ServicesFinancial ServicesHealth CareIndustrials100169341525022%Oil and Gas02006 2007 2008 2009 2010Source: Bloomberg0Source: Bloomberg7


The <strong>Italia</strong>n IPO market‣ Borsa <strong>Italia</strong>na for equity listings is split into various markets. The MTA market represents the main market of Borsa. Thelisted companies comprise of Blue Chips (market caps >€ 1 bln) and mid and small cap companies (market caps between € 1bln and € 40 mln). The Star segment, within the MTA market, covers companies in the same market cap band as non BlueChip companies on the MTA however have higher regulatory and float requirements (35% instead of a 25% minimum forBlue Chip and Standard d segment listed companies). The exchange also has markets for investment vehicles, the MIV market,and global depository receipts (MTA International) for companies listed on exchanges abroad.‣ MAC and <strong>AIM</strong> <strong>Italia</strong> represent the multilateral trading facilities (MTF ‘s) of Borsa <strong>Italia</strong>na launched for the purpose ofenhancing the access of smaller companies for <strong>Italia</strong>n equity markets‣ The below diagram indicates the number of listed companies on Borsa <strong>Italia</strong>na and market turnover. It is possible to see thatthe exchange peaked both in terms of turnover and the number of listed companies in 2007 (344 companies, turnover €1,575 bln). In years following there has been an on-going decline in turnover, although the number of listed companies hasremained relatively flat thanks to new listings on MAC and <strong>AIM</strong> <strong>Italia</strong>.Equity markets of Borsa <strong>Italia</strong>naMTA <strong>Italia</strong>n MTA Estere STAR MIVListed com mpaniesMTA International <strong>AIM</strong> <strong>Italia</strong> MAC Market Turnover4001.8001.57535031.6001.14637 4 6 8 10365 11300 2113 5 36 12 1.400365365836 1.20025076 1.0297673 75 725 5 51.00020045 5673748 850** 800150600100 208 213 210 203 192 192 40050200Turnover r €bln02006 2007 2008 2009 2010 2011** 2011 as at June 28 2011* * Market turnover for 2011 is calculated as the annually adjusted turnover from Jan to May according to trading days-Source: Borsa <strong>Italia</strong>na8


The <strong>Italia</strong>n IPO market‣ As shown in fig 1, the number of IPO’s in the <strong>Italia</strong>n market declined significantly following 2007. With the greatestimpact being in new listings on the Borsa <strong>Italia</strong>na’s MTA market (Main market).‣ With the creation of <strong>AIM</strong> <strong>Italia</strong>, it is likely that some of the small cap listings that would have been performed onthe MTA market have been instead listed on <strong>AIM</strong> <strong>Italia</strong> and companies that may not have met the stringentregulations of the MTA have now been able to list, thanks to the more lenient listing requirements.fig 1IPO’s Borsa <strong>Italia</strong>naMTA MAC <strong>AIM</strong> <strong>Italia</strong>3530 3Non Consob regulated markets2520151050292116562221 222006 2007 2008 2009 2010 2011** 2011 as at June 28, 2011Source: Borsa <strong>Italia</strong>na9


Recent IPO listings on Borsa <strong>Italia</strong>na‣ For 2011 there has been minimal activity on the main MTA market of Borsa <strong>Italia</strong>na as the exchange has struggled to attract companieslooking at raising capital with some list• Salvatore Ferragamo <strong>Italia</strong> S.p.A, the fashion house and maker of clothing, accessories, shoes, ties, watches and luggage, waslisted on 30 June 2011 at € 9.00 per share, giving it a market cap of € 1.78 bn. Lead managers on the deal were Banca IMI, JPMorgan and Mediobanca. The issue performed well, trading up to € 10.75 within three days of IPO.• Enel Green Power, the renewable energy subsidiary of Enel, was listed on November 4 th on the main market of Borsa <strong>Italia</strong>na.Listing price for this company was at € 1.60. The financial advisor for this deal was Leonardo & Co (part of Banca LeonardoGroup). Global coordinators for the deal were Banca IMI, Goldman Sachs, Credit Suisse and Mediobanca. Overall there wasweak interest from institutional investment that was initially estimated to represent 80% of overall investment with theremaining 20% represented from retail. In the end the level of institutional investment was in fact closer to 20%. After an initialdip Enel Green Power closed flat on its first day of trading and closed 2010 down 1.2%.‣ The most recent IPO listings on the MTF markets of <strong>AIM</strong> <strong>Italia</strong> and MAC are as follows:• Made in Italy 1, was the first SPAC company (Special Purpose Acquisition Vehicle) to be listed on the <strong>AIM</strong> <strong>Italia</strong> marketwhere it raised 50 million Euros from both <strong>Italia</strong>n and International professional investors that has the aim to complete anacquisition by June 30 2013. (Refer to page 39for more details)• Valore <strong>Italia</strong>, a financial holding company whose investment portfolio includes: Independent Private Bankers (IPB) SIM S.p.A;IPB Advisory S.r.l.; IPB Management & Services S.r.l; Invest & Valore S.r.l.; and Multilife S.r.l., was quoted on MAC on April 27,2011, with <strong>Methorios</strong> serving as financial advisor for the listing;• Imvest, a company that provides information and communication services on non profit organisations and media related tocorporate responsibility and environmental sustainability, listed on <strong>AIM</strong> <strong>Italia</strong> on October 22, 2010. The Financial advisor forthis deal was EnVent and the Nomad role was performed by Ugf Merchant. The company listed 2.7 mln shares, equivalent to31% of the company in a capital raise equal to € 2.54 mln;• Unione Alberghi <strong>Italia</strong>ne, listed on <strong>AIM</strong> <strong>Italia</strong> on July 14, 2010. The company successfully raised € 8.7 mln through a marketfloat of new shares equal to 11%. The financial advisor on the deals was Natali and Partners and the Nomad and specialist roleswere performed by Intermonte and Banca Finnat.10


New Potential listings on Borsa <strong>Italia</strong>na‣ New potential illistingsi on Borsa <strong>Italia</strong>na mainmarket include:• Moncler, partially owned by Carlyle Group, was reported to be looking at listing in around June 2011, but thecompany decided to delay its plans due to market conditions. It is estimated that the deal value will be between € 50 to€ 100 mln.• Philogen a biotech company based in Zurich had made a request to Consob and Borsa <strong>Italia</strong>na for admission to theStandard segment of the MTA market on Borsa <strong>Italia</strong>na for early 2010, but it delayed its IPO due to marketconditions. The company, founded in Siena in 1996 specialises in the development of new biopharmaceuticals for thetreatment of angiogenesis-related disorders. Angiogenesis, i.e. the formation of new blood vessels, is a characteristicfeature of many severe pathologies such as cancer, rheumatoid arthritis and age-related macular degeneration.• Rhiag-Inter Auto Parts <strong>Italia</strong> SpA, an <strong>Italia</strong>n car parts distributor, was in full gallop toward an IPO in May 2011before cancelling the issue the day before it was scheduled to occur. The planned sale of 58.31% of its shares for aprice between € 3.2 and € 3.9 per share would have valued the company at circa € 400 mln. Banca IMI, GoldmanSachs and Mediobanca SpA were the global coordinators of the listing.‣ Potential new listings on <strong>Italia</strong>n non regulated equity markets (MAC and <strong>AIM</strong> <strong>Italia</strong>) include:• Softec is a specialist in the development of organisational and infrastructure software as well as multiplatform andmultidevice lid i technological l solutions that offer companies the collaborative use of applications/information i i and theability to enhance client networks. The company offers its clients a number of platforms related to cloud computingand mobile applications• ARC Real Estate operates in the business technology and information sector, offering various services including theprovision of data and information related to real estate (including automated property valuations), as well as thedevelopment and commercial offering of IT advisory services.• ADR Center, founded in 1998, is an arbitration and mediation service firm that operates in the sector for civil andcommercial litigation in Italy and abroad. The company aims initially to raise funds to enhance its company’s profile inthe <strong>Italia</strong>n market. Following the initial listing, ADR Center may perform additional offerings to augment share capital.11


European multilateral trading facilities


<strong>AIM</strong> UK‣ Like the IPO market in Italy the UK market has seen a significant ifi decline in the number of equity listingsi on theLondon Stock Exchange (LSE). 2010 represented a return to growth. For the period from January to November2010 there was an increase of 78 listings in excess of the number performed in 2009 (see fig 1).‣ The sector that represented the largest amount of cash raising on <strong>AIM</strong> UK was the Financial sector from January toNovember 2010 accounted for 35% of total raised capital (see fig 2).fig 1Company listings on the London Stock Exchangefig 2<strong>AIM</strong> UK new listings by sector in 2011*600<strong>AIM</strong> UK Main Market <strong>AIM</strong> UK Average Daily Traded Value (£ mln)3508%500400300200100029783230194 18783133 129462284 3240114 10 1022336252006 2007 2008 2009 2010 2011*30025020015010050-24%8%4%12%24%20%Oil and GasBasic MaterialsIndustrialsConsumer GoodsConsumer ServicesFinancialsTechnology* as at May 31, 2011Source: London Stock ExchangeSource: London Stock Exchange * Note: Percentages are in terms of number of companies listed as at May 31, 201113


<strong>AIM</strong> UK‣ One point to note, is that although <strong>AIM</strong> UK has a highnumber of new listings on the market, the number ofdelistings is in fact greater, therefore overall the market iscontracting in respect to the number of listed companies.‣ The London Stock Exchange is not concerned by this andbelieve that many of the delisted companies are under £ 20mln in market cap and were perhaps to small when theylisted in the beginning. g This is supported by fig fg 1, , that despitethe decline in the number of listed companies the averagemarket cap has grown significantly (146% from 2008 to2010).Fig 1180016001400120010008006004002000<strong>AIM</strong> UK listed CompaniesDomestic Foreign Average Market Cap (€ mln)66,5 66,8304 347317 43,855,557,624122922124,31330 134712331052 965 9432006 2007 2008 2009 2010 2011*80706050403020100Fig 2<strong>AIM</strong> UK equity listings/delistings500450400350300250200150100500Listings Delistings Average <strong>Capital</strong> Raised (€ mln)25201510502006 2007 2008 2009 2010 2011** as at May 31, 2011Source: London Stock Exchange14


<strong>AIM</strong> <strong>Italia</strong>‣ The acquisition of Borsa <strong>Italia</strong>na by the London Stock exchange in 2007 for € 1.5 bln, laid the foundation for theimplementation in Italy of the <strong>AIM</strong> Market structure, an exchange regulated market that achieved significant success inthe UK since its launch in 1995.‣ The <strong>AIM</strong> <strong>Italia</strong> launch was completed on December 01, 2008 and saw its first listings in May 2009 (Neurosoft and IKF).As at the close of 2010 <strong>AIM</strong> <strong>Italia</strong> had 11 companies listed on the market (1 currently suspended from trading pendingapproval for readmission by Borsa <strong>Italia</strong>na) and an overall market cap of € 359.8 mln at year end 2010 (excluding thesuspended House Building). When comparing to <strong>AIM</strong> UK, launched on 19/06/1995 the market had 252 companieslisted at the close of 1996 and an overall market capitalisation of £ 5.3 bln (average market cap per listing £ 21 mln).Much of the success of <strong>AIM</strong> UK has derived from the already present investor base in London. Italy unlike the UKdoes not have a significant institutional investment base for small companies. In addition the current size of the marketin terms of listed companies has not reached a critical mass that is essential to drive liquidity.‣ Another consideration is the cultural differences between the UK and Italy in terms of company structures and capitalmarkets. The majority of SME companies in Italy are family businesses that have been passed down generations. Theidea of diluting control to outside investors/non family shareholders is a concept that will take some time for thetraditional <strong>Italia</strong>n SME market to warm to. Outside investors will on the other hand be reluctant to invest in the listedcompanies until they are certain that management adheres to the considerations of outside shareholders.‣ The requirements for a company wanting to list on the market are: the provision of the last three financials of thecompany, of which 2 are audited according to International Accounting Standards (IAS), and an admission document forlisting. For the process the company must also appoint a Nominated Adviser (Nomad) and a Specialist to ensure that thecompany adheres to the MTF rules and there is liquidity for investors. The listing process normally takes around 6months to complete.15


<strong>AIM</strong> <strong>Italia</strong>‣ From looking at the 4 th quarter performance of the 10 listed companies on <strong>AIM</strong> <strong>Italia</strong> at the time (House Buildingexcluded due to its suspension from trading) it is possible to see that the top performing listed companies were PoligraficiPrinting and IKF, which experienced a growth in share price by 9.4% and 7.2% respectively.‣ The significant spike in share price of Vita Società Editoriale was recorded in the first few days of trading. The share pricedeclined dto close down 14.9% at year end from its original ii llistingi price of € 0.94.‣ The second IPO to occur in the 4 th quarter of 2010 was First <strong>Capital</strong>, which experienced a more stable increase in priceof 3.1% over the first 7 days of trading.200180160140120100806040200<strong>AIM</strong> <strong>Italia</strong> share price performance 2011 as at June 24, 2011FTSE <strong>Italia</strong> All share IKF TBS VrWayPoligrafici Pr Fintel <strong>Methorios</strong> PMSNeurosoft First <strong>Capital</strong> VITA UAI* Vita Società Editoriale listed on October 22, 2010** First <strong>Capital</strong> listed December 22, 2010Source: Bloomberg 30/12/201016


<strong>AIM</strong> <strong>Italia</strong>traded ,000)Dailyvolume (shares‣ From feedback of fund managers and brokers in Italy and the rest of Europe, the main issue/hesitation is the lack of liquidity on<strong>AIM</strong> <strong>Italia</strong>. The current level of trading on the market segment make short term speculative buying very difficult. Thereforespeculative investors and stock pickers shy away from investment on the <strong>AIM</strong> <strong>Italia</strong> market segment, leaving only those who have amedium to long term investment horizon.‣ With respect to retail investors, a number of banks that provide client equity trading services in Italy do not enable access to the <strong>AIM</strong><strong>Italia</strong> markets on their investment platforms. The reason being is that many banks consider investment in <strong>AIM</strong> <strong>Italia</strong> stocks as highrisk and do not allow their clients to access to the listings despite the exchange determining them to be suitable for retail levelinvestment. This is perhaps an area where Borsa <strong>Italia</strong>na could work with large banks for them to fully understand trading on theMTF and facilitate greater retail investment.‣ From analysing the volumes we are able to see that trading on <strong>AIM</strong> <strong>Italia</strong> experienced a significant upturn in growth from the end of2009 till the end of March 2010, with the listing of 5 new companies in that period. Following onwards there was a lull in tradingactivity until mid July, a period that saw the market suspension of House Building.‣ With a number of new listings in the last 12 months, there has been a significant growth in the average level of trading activity, whichhas so far remained more constant in terms of trading volume than the previous flurry from late 2009 to mid 2010.1.4001.2001.0008006004002000Data a08/05/09 Neurosoft08/05/09 IKF17/06/200901/08/09 VrWay29/07/2009 9* As at July 1, 201109/09/2009 921/10/200923/12/09 TBS Group29/12/09 House Building*02/12/200919/01/2010 0Volume on <strong>AIM</strong> <strong>Italia</strong>*16/03/10 PMS16/03/10 Poligrafici Printing23/03/10 Fintel Energia02/03/2010 015/04/2010 027/05/2010 014/07 <strong>Methorios</strong> <strong>Capital</strong>08/07/2010 019/08/2010 022/10 Vita Società Editoriale30/09/2010 019/01 Unione Alberghi <strong>Italia</strong>ne22/12 First <strong>Capital</strong>11/11/2010 023/12/2010 007/02/2011 127/06 Made in Italy121/03/2011 1Source: Bloomberg04/05/2011 115/06/2011 117


Mercato Alternativo del <strong>Capital</strong>e (MAC)‣ The MAC MTF was created with the founding of PRO MAC, aShareholders Pro MAC pre acquisition (pre 09/09/2010)company comprised of 17 financial institutions and 7 nationalinstitutions. The purpose of the exchange is to provide companies newmethods for obtaining capital, without sacrificing the independence ofthe company. In addition the MTF serves the purpose of developingrelationships between companies and financial institutions and enablesfurther access to an investment base that can offer ongoing supportwith further capital raising. The market began trading activity with thelisting of Tessitura Pontelambro on September 17, 2007. Since then themarket has grown to include 8 companies from various sectors.ASSOCIAZIONE BANCARIA ITALIANA 0.20%ASSOCIAZIONE ITALIANA DELLE AZIENDE FAMILIARI 0.20%ASSONIME 0.10%MOBILIARI 0.20%BANCA AKROS SPA 5.19%BANCA CR FIRENZE S.P.A. 5.19%BANCA FINNAT 5.19%BANCA IMI S.P.A. 5.19%BANCA MONTE DEI PASCHI DI SIENA S.P.A. 10.39%BANCA NAZIONALE DEL LAVORO SPA 5.19%BANCA POPOLARE DELL'EMILA ROMAGNA 5.19%BANCA POPOLARE DI VICENZA 5.19%BANCA SELLA HOLDING S.P.A. 5.19%BANCO POPOLARE SOCIETA' COOPERATIVA 5.19%BORSA ITALIANA S.P.A. 5.19%CASSA DI RISPARMIO DI GENOVA E IMPERIA 5.19%CENTROBANCA - BANCA DI CREDITO FINANZIARIO E MOB 5.19%CENTROSIM S.P.A. 5.19%CONFINDUSTRIA 0.20%CREDEM 5.19%INFOCAMERE 5.19%ISTITUTO PER LA PROMOZIONE INDUSTRIALE - IPI 0.40%UNICREDIT CORPORATE BANKING S.P.A. 5.19%UNICREDIT 5.19%‣ On September 09, 2010, Borsa <strong>Italia</strong>na acquired an additional 4.72 mlnshares of PRO MAC for € 5.15 mln that brought their entire holding to99.6% (the remaining 0.4% currently held by IPI). With this newmajority ownership by Borsa <strong>Italia</strong>na, the listing requirements andregulations for companies on the MTF remained unchanged. Todaycompanies listing on the MTF must be a joint stock company, able toguarantee that the company shares are freely transferable and musthave their latest financial statement audited by an authorised firmShareholders Pro MAC post acquisition (post 09/09/2010)under Consob to GAAP <strong>Italia</strong>n accounting standards (not IAS). TheBORSA ITALIANA S.P.A. 99.60%issuer must then appoint a sponsor who ensures the company meets ISTITUTO PER LA PROMOZIONE INDUSTRIALE - IPI 0.40%the market regulations and oversees the preparation of the listing Source: Cedcamera Visuredocument.‣ One of the advantages with the MAC market is that an issuing company may perform a “just listing” market listingwithout the requirement for raising capital. This can be performed by a issuing company whose shareholder basealready contains ti an institutional investor or a minimum i of twentyt professional investors thatt have been holders inthe company for at least one year. This just listing enables a much faster, low cost simple alternative to a full capitalraise. In addition this process has further benefits for companies that would like to list on another market segmentor perform a capital raising(s) at later stage. 18


Mercato Alternativo del <strong>Capital</strong>e (MAC)‣ The below graph illustrates trading volume on the MAC MTF since its first listing of Tessitura Pontelambro onSeptember 17, 2007. MAC is an institutional investor only market therefore trading activity is very different fromthat of an open market whereby there is a minimum order size requirement for individual trades (outlined in article33 of the MAC regulations). When the market was first established the minimum order was € 50,000, this has sincedeclined initially to € 25,000 in November 2008 and later to € 15,000 in March 2009, where it stands today. Incomparison to <strong>AIM</strong> <strong>Italia</strong>, trading occurs less frequently.Da ily volume (sha ares traded ,000 0)100908070605040302017/09/07 Tessitura Pontelambro12/10/07 Raffaele Caruso04/04/08 S.E.I.14/12/07 Area ImpiantiVolume on MAC02/01/09 C.S.M.02/08/10 Editoriale Olimpia25/11/09 Gruppo Effegi12/03/10 Rosetti Marino26/04/11 Valore <strong>Italia</strong>31/03/11 Imvest100Source: Bloomberg 24/07/201119


<strong>AIM</strong> <strong>Italia</strong> & MAC MTF’s‣ The table below shows the average trading volumes for the two MTF’s. As indicated the average volumes of <strong>AIM</strong><strong>Italia</strong> are significantly higher than that of MAC however reflecting the fact that MAC is an investor only MTF thatexcludes trading by retail investors.‣ The two most liquid stocks listed on the two small cap MTF’s in 2011 YTD are Unione Alberghi <strong>Italia</strong>ne (88,001shares/day) and <strong>Methorios</strong> <strong>Capital</strong> (28,739). These two listings accounted for 66.8% of shares traded on MAC and<strong>AIM</strong> <strong>Italia</strong> from Jan 1, 2011 to June 28, 2011. The significantly low average volume for Made In Italy 1 SPAC maybe due in part to the fact that the company’s shares had only been listed for a few trading days, therefore it is tooearly to make liquidity comparisons for this company.<strong>AIM</strong> <strong>Italia</strong> @ 28/6/2011Number of listed companies 12Average g daily y volume of shares (number( of shares) )NEUROSOFT - Average since IPO 13.470IKF - Average since IPO 8.667VRWAY COMMUNICATION - Average since IPO 3.434TBS GROUP - Average since IPO 6.363HOUSE BUILDING* - Average since IPO 8.416POLIGRAFICI PRINTING - Average since IPO 11.523PMS - Average since IPO 3.803FINTEL ENERGIA - Average since IPO 12.994METHORIOS CAPITAL - Average since IPO 28.424VITA SOCIETA EDITORIAL - Average since IPO 23.229FIRST CAPITAL - Average since IPO 37.124UNIONE ALBERGHI ITALIANE - Average since IPO 59.704MADE IN ITALY 1 - Average since IPO 161Market Average 2010 73.523Source: Bloomberg 28/06/2011Market Average 2011 152.080MAC @ 28/6/2011Number of listed companies 9Average daily volume of shares (number of shares)TESSITURA PONTELAMBRO - Average since IPO 1.386RAFFAELE CARUSO - Average since IPO 199AREAM IMPIANTI - Average since IPO 19SEI - Average since IPO 221GRUPPO EFFEGI - Average since IPO 142ROSETTI MARINO - Average since IPO 169EDITORIALE OLIMPIA* - Average since IPO 127IMVEST - Average since IPO 414VALORE ITALIA - Average since IPO 667Market Average 2010 1871 1.871Source: Bloomberg 28/06/2011Market Average 2011 3.58220


<strong>AIM</strong> <strong>Italia</strong> & MAC MTF’s‣ To date the listingsi of companies on <strong>AIM</strong> <strong>Italia</strong> tend to be aform of public placement to institutionsi i and individuals id thatwere already involved or close to the company. In reality Borsa <strong>Italia</strong>na has created a public market for private investors.‣ Borsa <strong>Italia</strong>na, together with the Associazione Bancaria <strong>Italia</strong>na (ABI) recently launched a € 1 billion lending program tosupport exchange listings. Over the next three years, SME companies that list in Italy will be eligible for loans on a “fasttrack” basis for up to twice the amount of the public subscription at thetimeof IPO,increasing access to the funds neededto support growth.‣ The incentive for companies listing on both <strong>AIM</strong> <strong>Italia</strong> and MAC does not appear to be a problem. The tightening of creditmarkets for smaller companies make equity capital markets a more attractive source of capital for companies seeking growth.However it is more an issue of attracting investor interest.‣ One possible solution for attracting investment to the markets could be in the form of tax benefits to both individualinvestors and corporate investors. This is a scheme which is already present for local investors in the Aim UK markets withvarious forms of incentives, such as for:• UK based Individual investors:• Gift relief on capital gains tax;• Enterprise investment schemes: 20% on gross investment for investments over adurationof 3years. Applicableinvestment size is capped at £500,000;• Inheritance tax relief;• Relief for losses: the potential for investors to recoup losses against capital gains taxes paid on other investments.• Venture <strong>Capital</strong> Trusts (VCT’s): individuals who invest in HM Revenue approved VCT’s can receive exemptionfrom dividend tax, capital gains (when selling VCT shares) and an income tax credit of 30% of total VCTinvestment (capped at £200,000).• UK based Institutional investors:• Corporate Venturing Schemes: corporate tax relief of 20% of investment for investments over 3 years in Aim listedcompanies.21


<strong>AIM</strong> <strong>Italia</strong> & MAC MTF’s‣ In order to address this issue of liquidity and shortage of investors, Borsa <strong>Italia</strong>na has established an advisory boardcomprised of <strong>Italia</strong>n financial institutions and associations for SME markets. One of the main purposes of this board is tolobby the <strong>Italia</strong>n government to implement policies that can improve the listing conditions for <strong>Italia</strong>n SME’s. A task on theagenda is the proposal of implementing some form of tax incentives for <strong>AIM</strong> <strong>Italia</strong> investors such as those present in theUK. The Advisory board comprises of 15 members that include:• Vicenzo Boccia, Advisory Board Chairman (Assosim);• Gioacchino Attanzio (AIDAF);• Carmine Di Noia (Assonime);• Marco Fumagalli (Centrobanca);• Duccio Galletti (Banca Akros);• Anna Gervasoni (AIFI);• Gianluigi Gugliotta (Assosim);• Roberto Magnoni (Intermonte Sim);• Carmine Mancini (MPS <strong>Capital</strong> Services);• Andrea Mayr (Banca IMI);• Roberto Rati (Unicredit Corporate Banking);• Alessandro Rota (Assogestioni);• David Sabatini (ABI);• Andrea Vismara (Equita Sim);• Marco Zanchi (UGF Merchant).As indicated the above board members are associated with some important large institutions and associations in Italy. It doeshowever remain to be seen that without a strong representation from <strong>Italia</strong>n SME’s whether this will be an effective groupwhen pushing for new legislation from government.‣ In addition to this lobbying activity, Borsa <strong>Italia</strong>na is currently contacting potential investors (asset managers and familyinvestors) to promote and educate these groups about the markets so when <strong>AIM</strong> listed companies/brokers contact potentialinvestors they do not need to explain about the <strong>AIM</strong> <strong>Italia</strong> market, they can focus on presenting their company. For regulatedmarket only funds, Borsa <strong>Italia</strong>na is currently providing information and statistics that the <strong>AIM</strong> <strong>Italia</strong> meets almost all theguarantees of the regulated market in the hope that funds will amend their bylaws to incorporate an MTF investmentallocation which under current regulations pension funds and SICAVs can allocate up to 10% of assets under management.22


<strong>AIM</strong> <strong>Italia</strong> & MAC MTF’s‣ An additional event on the agenda is for Borsa <strong>Italia</strong>na to perform a London road show with 10 or more companies on <strong>AIM</strong><strong>Italia</strong> that have strong growth stories and market caps in excess of € 30- 40 mln to London based institutional investors.‣ While all of these are positive steps, Borsa <strong>Italia</strong> faces a difficult task as institutional sentiment remains very cautious towardsinvestment in firms with market caps less that € 300 mln. This combined with the liquidity factor makes the <strong>AIM</strong> <strong>Italia</strong> andMAC markets a difficult investment story to sell.‣ To make matters more difficult there currently exists few listed companies that have equity research coverage (4 on MAC and2 on <strong>AIM</strong> <strong>Italia</strong>). If Borsa <strong>Italia</strong>na was to implement some form of incentive(s) to larger banks to widen their market researchand corporate brokerage coverage to incorporate <strong>AIM</strong> <strong>Italia</strong> and MAC listed companies it would go a long way to enhancemarket awareness and clarity of the twoMTF’s. As at now many larger financiali institutionsi i do not wish ihto devote theresources to provide these services as there currently does not exist the level of demand from investors both at a professionaland retail level. By developing systems for the <strong>Italia</strong>n MTF listed companies it could potentially accelerate growth at a timewhen many investors are returning to equity markets.‣ From the beginning, i <strong>AIM</strong> <strong>Italia</strong> was unfortunate in bi being brought into the world at atime when financiali markets across theglobe were in the process of collapsing. However the market is still growing today and the quality of companies listing on themarket is improving. Foreign investors (UK and France based institutions) are watching but are of the opinion that there ispotential however that the market needs to develop a strong domestic presence. Tax incentives are all well and good but thereneeds to be strong domestic demand in order to attract foreign investors. This means more quality companies being listed andstronger market awareness by <strong>Italia</strong>n institutions.‣ MAC on the other hand has been in existence since the founding of Pro MAC in 2005 (first listing September 2007), howeverit has not seen a significant amount of growth in these 5 years. The number of listed companies remains significantly low (8listings) and the levelel of trading by institutionstions on the market does not really appear to jstif justify its eistenceas existence a marketplatform. A number of institutions remain hesitant to increase activity on this market as it appears that Borsa <strong>Italia</strong>na remainsuncertain whether there exists the demand for two small/micro cap MTFs. It is quite possible that in the medium term, Borsa<strong>Italia</strong>na may attempt to integrate the two. This is somewhat unfortunate as the market was created on the initiative of 17 largefinancial institutions and 7 predominant associations in Italy (shareholders until 09/09/2010). 00). This was a significantfoundation to draw vast expertise and resources that one would believe have enabled an improved scenario than to whatexists today. This market is forecasted to continue a small level of growth for 2011 with another 3 to 5 listings.23


Potential investors for <strong>AIM</strong> <strong>Italia</strong> and MAC‣ As fore mentioned earlier this section there are currently very few institutional investors investing in <strong>AIM</strong> <strong>Italia</strong> or MAC listedcompanies.‣ As current regulation stand, UCITS funds are able to invest up to 10% of their assets under management in MTF/exchangeregulated listed companies. Unfortunately there are very few who are utilising this allocation instead opting to invest in othermarket segments due to either a) the issue of liquidity, b) the fact that they are unaware of the regulation or c) being older fundsthat do not incorporate MTF investment into their fund bylaws.‣ There are specific approaches to perhaps increase the presence of institutional investors on <strong>AIM</strong> <strong>Italia</strong> and MAC:• It is possible to approach the Chief Investment Officers (CIOs) of the asset management companies, who if interestedcould request the Compliance officers to amend a specific funds investment bylaws to incorporate MTF equities.However there is the issue of convincing the Portfolio Managers (PMs) or Fund Managers (FMs) the value of investingin specific companies on the MTFs.• The other method is perhaps to approach directly the FMs or PMs and create interest with ihthem in various investmentcases of companies on an MTF(s). Who could potentially put pressure on their CIO’s or Compliance officers to enablean asset allocation to MTF listed companies. However in the current environment where macro considerations havedominated investment behaviour, it is difficult to entice fund managers to companies on the <strong>AIM</strong> <strong>Italia</strong> or MAC markets.‣ Many PM/FMs, having seen the success of <strong>AIM</strong> UK, believe the <strong>AIM</strong> <strong>Italia</strong> MTF is agoodidea to serve the needs of theimportant small cap companies of Italy. However they would prefer someone else tests the water before them and of coursethere needs to improved liquidity. The entry of more companies onto the MTF’s that have solid equity stories, decent marketcaps and float sizes could bring a significant change to investment sentiment from fund managers.‣ At this point in time the only visible institutional fund managers that have invested in <strong>AIM</strong> <strong>Italia</strong> or MAC listed companies areLemanik(LemanikHighGrowthFundhas/hadaholdinginTBS) and Dimensional Funds (European Small Companies Fundhas/had a holding in Neurosoft), otherwise nearly all <strong>Italia</strong>n/Pan European small cap funds have avoided the two MTF’s.‣ From disusing the matter with various fund managers in Italy and abroad it is difficult for them to focus resources on the <strong>Italia</strong>nSmall caps, a market that requires a great deal of ground work for the analyses of companies and understanding therelationships of the <strong>Italia</strong>n majority shareholders of the listed companies.24


Market players for MTF listings‣ The below tables indicate rankings for financial advisors, Sponsors (MAC)/Nomads (<strong>AIM</strong> <strong>Italia</strong>) and Specialists in respect tocompleted listings on the MTF markets of <strong>AIM</strong> <strong>Italia</strong> and MAC.‣ With respect to financial advisory activity it is possible to see that <strong>Methorios</strong> <strong>Capital</strong>, Natali & Partners and Ambromobiliare,through their partnership, have become the market leaders and points of reference for small cap capital raising activity, acting asadvisors for 7 listings on the market to date, well ahead of other players in this segment.Fig. 1 Fig. 2 Fig. 3Financial AdvisorNo. Listings<strong>Methorios</strong> <strong>Capital</strong>pPrtnrhip Partnership3Natali & Partners 2Ambromobiliare 2Baldi & Partners 1Centrobanca 1Edios Partners 1Electa Group 1Envent 1GE <strong>Capital</strong> 1Inteam 1Madison Corporate Finance 1Mazars 1Studio Cerioli Pellacini 1Ugf Merchant 1Nomad/SponsorNo. ListingsUgf Merchant 5Intermonte Sim 4GE <strong>Capital</strong> 4MPS <strong>Capital</strong> Services 2Abaxbank 1Banca Akros 1Banca Popolare dell' Emilia Romagna 1Cassa di Risparmio di Padova e Rovigo 1Centrobanca 1Envent 1SpecialistNo. ListingsBanca Finnat Euramerica 6Intermonte Sim 4Banca IMI 2Centrobanca 2Banca Akros 1Mediobanca 1Abaxbank 1Banca Aletti 1Centro Sim 1MPS <strong>Capital</strong> Services 1Twice Sim 1‣ In fig. 2 it is possible to see that there appear to be three dominant players for Nomad/Sponsor activity, Ugf Merchant,Intermonte Sim and GE <strong>Capital</strong>. The activity of Ugf Merchant and Intermonte Sim is directed at the <strong>AIM</strong> <strong>Italia</strong> market withlittle participation in listings on MAC, while GE <strong>Capital</strong> is operative largely on MAC. Combined, these three players haveaccounted for all but four listings on <strong>AIM</strong> <strong>Italia</strong>. When looking at MAC, GE <strong>Capital</strong> and MPS <strong>Capital</strong> Services are leading inthis market where their combined sponsor activity has accounted for more than half of the total listings to date.‣ Fig. 3 indicates that there are two dominant players fulfilling the specialist role for listings on the MTFs, Banca Finnat andIntermonte Sim, that together have accounted for all but three listings on <strong>AIM</strong> <strong>Italia</strong>.25


EN.A. (Alternative Market, Greece)‣ EN.A, founded d in February 2008, represents the MTF/exchange regulatedmarket of the Athens Stock Exchange. The market was created, like mostalternative markets in Europe, to provide a suitable flexible platform forsmaller companies to list and raise capital.‣ The market currently has 14 companies listed with an overall marketcapitalisation of € 180 million*. The market offers issuers a continuoustrading platform with the following listing requirements:Market <strong>Capital</strong>izations of companies listed on EN.A.EUROXX SECURITIES SAALPHA TRUST …ENVITEC SADOPPLER SAFOODLINK S.A.BIOMEDICAL AND …MEDITERRA SAPERFOMANCE …ENTERSOFT SA SOFTWARE …KRITON ARTOS SAOPTRONICS …EPSILON NET SAVIDAVO HEALTH …• Minimum equity of € 1 mln; 4,8• the provision of the most recent financial statement prepared underIFRS/IAS standards;• A minimum free-float requirement of 10% that must be distributed toat least 50 pr persons for whom none ofwhich h should hold aparticipation over 2%;• The listing company must have a Nomad (nominated advisor) for thelisting operation and for at least two years following.‣ This EN.A. Market offers issuing companies two methods for listing:‣ Trading• Private Placement: a placement to fewer than 100 qualifiedprofessional investors where it is possible to raise up to € 2.5 million.• Pbli Public Offer: an offer to open to retail investors for which h thecompany must provide a prospectus approved by the Hellenic <strong>Capital</strong>Market Commission.• Trading takes place on a continuous basis for a period of 1 hour eachday.15,412,011,09,97,94,83,23,132,327,724,522,00 10 20 30 4026


Euronext Alternext – Paris, Lisbon, Brussels and Amsterdam‣ NYSE Alternext, created in May 2005, is not classified asaregulatedmarket under MiFID regulations, however is instead regulated by themarket rules determined by NYSE Euronext. The exchange ispresent in Paris, Amsterdam, Brussels and Lisbon (no company islisted in Lisbon), although most of the activity of the market occursin Paris.‣ The market is focused on small to medium cap listing companiesand offers lighter regulation than the main market. A largecomponent of the market is driven by domestic listed companies.‣ In addition there is a significant amount of activity on this marketfrom companies transferring their listing from the Euronext mainmarket to the Alternext market, taking advantage of lighterregulation.‣ The minimum free float requirement for listing on this market isdetermined by the investor class exposure, € 2.5 million for a publicoffering (retail and qualified investor access) and € 5 million of newcapital (qualified investor access only). Companies listing on themarket must have a least a 2-3 year track record with the exemptionfor investment funds.‣ Currently there is one <strong>Italia</strong>n company listed on Alternext, SafwoodS.p.A. A timber product manufacturer that imports product fromsawmills based in Russia. Year to date the company has seen asignificant reduction in share price falling from € 1.15 to € 0.13 as atDecember 15, 2010 (market cap declining from € 29 mln to € 3.25mln). Average dil daily trading volume over the sameperiod is equal to6,206 shares of an overall market float of 12.1 mln shares (floatequal to 48% of total outstanding shares of the company).Listed companiesListings/d delistings1801601401201008060402006050403020100273Alternext listed companiesDomestic Foreign Average Market Cap (€ mln)48,2612 1025,4113 116 115111233,4 32,4 36,9144 1532006 2007 2008 2009 2010 2011*Alternext equity listings/delistingsListings** Delistings** Average <strong>Capital</strong> Raised (€ mln)162006 2007 2008 2009 2010 2011** as at May 31, 2011Source: Euronext statistics605040302010014121086420ln)Market cap (€ mltal (€ mln)Raised capit27


Marche Libre/Euronext Free Market – Paris and Brussels‣ Marche Libre is a non-regulated market operated by NYSEEuronext in Paris. For this market there are very light listingrequirements or ongoing obligations, unlike a listing onEuronext (EU regulated market) or Alternext (exchangeregulated market for SMEs).‣ Marche Libre is often presented as a first step to a publiclisting for companies who wish to have their shares tradedpublicly, but may not initially meet the listing requirements ofAlternext or Euronext.‣ In order to list on the market a company must provide at leasttwo years of financial statements. In addition the companymstha must have a minimumm capital of € 225,000.‣ From analysing data over the last three years, the overall thenumber of listed companies and turnover is declining withmany new and existing listings choosing the Alternext andmain market.ListedcompaniesListings/delistings350300250200150100500706050403020Marche Libre listed companiesDomestic Foreign Average Market Cap (€ mln)81358,7 24 286048,5264 278 289 28436 3570504027,921,5 26,1 30237 234202006 2007 2008 2009 2010 2011*Marche Libre equity listings/delistingsListings** Delistings** Average <strong>Capital</strong> Raised (€ mln)0,71000,60,50,40,30,2Ma arket cap (€ mln)Raisedcapital (€ mln)1002006 2007 2008 2009 2010 2011*0,100 0,0* as at May 31, 2011Source: Euronext statistics28


Euro MTF (Luxembourg)‣ Euro MTF, was introduced d in Luxembourg in July 2005 for issuersthat do not wish to comply with the IFRS standards for financialreporting, regulation on prospectus requirements or therequirement for a company to be domiciled within EU borders.‣ The major component of this MTF is foreign listings and therequirements for listing a company listing on the market are:300Euro MTF listed companiesDomestic Foreign Average Market Cap (€ mln)• A draft prospectus in accordance with the rules of theLuxembourg exchange;150133 235• As well as audited company financials for the last two years.‣ According to a PWC study on European IPO’s in the 1 st half of2010 this MTF led the market in the number of new listings with21 IPO’s.‣ As at November 15 there were 220 companies listed on the EuroMTF, of which 96 percent are foreign companies. From the startof 2008 to November 15, 2010 the MTF saw the number of listedcompanies increase significantly ifi by 45%. This is continuing i togrow despite the difficulty in market conditions for IPO listings.‣ Overall turnover on the market has recovered significantly from €7.7 mln in 2009 to € 23.2 mln in 2010. The total number of tradesremains significantly low at 652 block trades, however averagetrade size is large for a small cap MTF at € 35,583.Listed companiesListings/ /delistings250200100500605040302010197112132251142 1816 6 9 7 82006 2007 2008 2009 2010*Listings70Euro MTF equity listings/delistingsDelistings300250200125 150100500Market cap (€ mln)02006 2007 2008 2009 2010** as at December 28, 2010Source: Luxembourg Stock Exchange29


Mercado Alternativo Bursàtil (Spain)‣ Mercado Alternativo Bursátil (MAB) opened in 2008 to company listings as ameans to achieve growth, offering more relaxed regulations specificallydesigned to facilitate the listing process for smaller cap companies. Themarket was operating before 2008, initially opened in May 2006 for openended investment funds (SICAVs) and in June 2007 to venture capital funds(VVCs). MAB is operated and regulated by Bolsas y Mercados Españoles(BME) the operator of stock exchanges markets in Madrid, Barcelona,Valencia and Bilbao.‣ Listed on MAB at the end of 2010 listed were 12 companies, 3,127 SICAVs,1 VVC and 3 hedge funds.‣ Companies wanting to list on the market, like on <strong>AIM</strong> markets, are requiredto designate a Registered Adviser and a Liquidity Provider. These partiesfulfill very similar roles to that of a Nomad and Specialist on <strong>AIM</strong> Markets.Issuers then must successfully complete an inclusion procedure that requiresthe provision of an Inclusion document (Admission document). Thisdocument may require approval by Comisión Nacional del Mercado deValores (CNMV) the national regulator in Spain. The minimum free floatrequirement is € 2 mln.‣ The listing process on MAB generally takes between 3 to 6 months toperform a listing. Once listed, companies are required to produce semi annualand annual financials and continue to meet the market rules outlined byBME.‣ When assessing only the activity related to listed companies, 2010 representeda significant year for the exchange, in which it listed a total of 10 companies.2011 has been slower YTD, with the addition of only 2 companies throughthe first of July. Overall the market has a relatively low trading volume incomparison to <strong>AIM</strong> <strong>Italia</strong>, though it has a similar number of listed companies(€ 8.4 mln on MAB vs € 52 mln on <strong>AIM</strong> <strong>Italia</strong>).Company listings on MAB16 Listed Companies at Year End14121081461242 202009 2010 2011**2011 data as of 01/07/2011Source: MAB website 01/07/2011/30


European MTF markets‣ From analysing this information it is possible to see that there are various differences in the style of MTF/non regulated markets inEurope. This reflects the diverse make ups of the various financial industries. Luxembourg with its beneficial taxation system iscomprised of a greater proportion of markets abroad (97% for Euro MTF as at December 28, 2010).‣ In the UK, the implementation of the Small to Mid cap market, <strong>AIM</strong> UK, has been a great success. The market has benefitedimmensely from the branding of the London Stock Exchange and the domestic presence of an abundance of institutionalinvestors present in the London’s central business district. The market is comprised of significantly domestic issued companies thatits institutional investment base appears to be comfortably investing in. However a growing amount of the new listings on thismarket are coming from Chinese and Australian resource companies as well as US companies that have not been able to listdomestically and have therefore listed on the more flexible <strong>AIM</strong> UK market. However investors are becoming more hesitant toinvest in foreign companies there is greater difficultly in accessing market information for fundamentals analysis.‣ The <strong>Italia</strong>n market and business culture is unique to those of its European neighbours. The level of institutional investment at asmall cap level is low, instead the greater portion of capital raising is carried out by private investors/private equity. Therefore thepresence of a public market such as <strong>AIM</strong> <strong>Italia</strong> for SME’s does not immediately fit the natural model in the <strong>Italia</strong>n market and willtherefore take time for institutions and private investor to warm to the concept. Foreign investors are hesitant to enter into the<strong>Italia</strong>n small cap space as there is a significant amount of ground work to be performed in order to get an understanding of an<strong>Italia</strong>n company’s shareholder model and the relationships it has with other firms and political entities.‣ The table shown below summarises various statistics reported by MTF/exchange regulated markets in Europe with respect tomarket listings, capitalisations, and turnover.Exchange regulated market/MTFNew Listings Average Market Cap (€ Trading turnover2010 mln as at 30/12/2010) 2010 (€ mln)Euronext Alternext* 34 31.6 1,013.0Euronext Marche Libre* 20 21.4 97.0Euro MTF (Luxembourg)** 51 125.0 22.0<strong>AIM</strong> UK* (EUR/GBP=1.1608 Dec 30 2010) 88 81.4 1,376.4<strong>AIM</strong> <strong>Italia</strong> 6 36.0 52.0MAC 2 33.1 2.5MAB 10 25.1 8.4* 2010 as at November 30** 2010 as at December 2831


<strong>AIM</strong> <strong>Italia</strong> companies analysis


<strong>AIM</strong> <strong>Italia</strong>‣ The following section analyses the listed companies and forthcoming listings on <strong>AIM</strong> <strong>Italia</strong> ordered according tomarket capitalisation.<strong>AIM</strong> <strong>Italia</strong> capitalisation (€ mln)VRWAY COMMUNICATIONTBS GROUP SPAMADE IN ITALY 1FINTEL ENERGIA GROUPMETHORIOS CAPITALFIRST CAPITALPOLIGRAFICI PRINTINGNEUROSOFTIKFPMSVITA SOCIETA EDITORIALEUNIONE ALBERGHI ITALIANI86641421194745635892Source: Bloomberg 28/06/201133


VRWay‣ VRWay Communication is a media company that provides visual imagingservices to the online, offline and mobile sectors.‣ VRWay operates through various business segments that include:• Arounder.com, a brand for visual guide books such as visualpanoramic pictures of touristic locations, that enable users to get asense of attractions without being there. This brand also has beenrolled out for touch screen smart phones under the brandArounder Touch;• Virtual Panoramic Brochure, an online brochure that is aimed asaving costs associated with physical distribution;• VR Mag, a virtual reality magazine that explores that focuses onpresenting remote and adventure tourism destinations;• Panogames, this product is focused at providing high quality 3Dimagery to gaming companies;• VR Business Guide, a platform that enables virtual tours ofcompanies within the register;• Arounder Magazine, an online magazine that contains 3D contentof various tourist locations in Europe;• Panodigg, a photo sharing network online.Board of DirectorsGiorgio Beretta ChairmanSergio Maria Felisi CEOJohnny Vaccaro DirectorMario Tettamentiti DirectorGiorgio Grandini DirectorMazarsFinancial AdvisorIntermonte Sim NomadIntermonte SimSpecialistPKF <strong>Italia</strong> Spa AuditorSource: Company FinancialsSource: Company FinancialsShareholders VRWay communicationVRWay International 89%Market 11%Source: Company Financials34


VRWay‣ In late 2009, VRWay brought in new management thatimplemented a period of restructuring, which hasattributed to strong sales within the French market.‣ Consolidated revenues for the group were recorded at €6.01 mln for the first half of 2010.‣ The company reported a net profit of € 44,000 in 2010, 20.000down on the net profit of € 1.1 mln in 2009.2,0010.000‣ Group EBITDA for the year 2010 came in at € 1.7 mln,up 74% y/y.14,0012,0010,008,006,004,000,00Source: Bloomberg 30/12/2010VolumePi Price80.00070.00060.00050.00000040.00030.0000Market DataVRWAYMarketBorsa <strong>Italia</strong>naSectorE-Marketing/InfoPrice6,35 EURΔPrice 5 day (%)-1,9ΔPrice e 1 month (%)-3,5 35ΔPrice 6 month (%)-17,8ΔPrice 1 year (%)-31,1Number of Outstanding Share (Mln)14,4Market Cap (€ Mln)91,7NFD(€ Mln) @ 2010 Y-0,2Enterprise Value (€ Mln)91,5Source: Bloomberg@ 28/06/2011€.million 2009 2010Revenue 2,59 6,01EBITDA 0,98 1,71Margin 38% 28%EBIT 0,39 0,49Margin 15% 8%Net Income (Loss) 1,10 0,44Margin 43% 7%Net Financial Debt -0,53 -0,20Source: Bloomberg 28/06/201135


TBS Group‣ TBS Group offers integrated services in the outsourcing ofclinic engineering, e-health and e-government services as well asproviding services to improve the efficiency of technology usedin healthcare centres to enable cost savings and serviceimprovement.‣ The group operates in 12 countries (Saudi Arabia, Austria,Belgium, France, Germany, India, UK, Italy, Holland, Portugal,Serbia and Spain), servicing around 1,700 professionals inspecialist facilities, laboratories and hospitals.‣ Recent events related to the company include:Board of DirectorsDiego BravarChairman/CEORaffaele BartolliDirectorAldo CappuccioDirectorFabio FaltoniDirectorStefano FirpoDirectorDebora Allen GuthrieDirectorNicola PangherDirectorPaolo SalottoDirectorDario ScrosoppiDirectorEdios PartnersMPS <strong>Capital</strong> ServicesIntermonte SimErnst & Young SpaFinancial AdvisorNomadSpecialistAuditor• On July 1, 2011, TBS, through its subsidiary EBM, Source: Company Financialssubmitted a Letter of Interest to Gruppo Eutelia, aTotal of Sharescompany in extraordinary administration, for its ShareholdersShares heldout (%)subsidiary Agile.• On January 03, 2011, TBS group’s groups subsidiary InsielMercato acquired 51% of ERREEFFE Infomatica S.r.l. acompany based in Arezzo Italy that operates in thehealthcare IT sector. The transaction was completed forthe value of € 880,000000 a valuation at 5.3 times the 2009EBITDA of the company.• On November 17, 2010, TBS acquired 100% of MNETechnologies Private Limited in Bangalore for the valueof € 6.5 mln. MNE is a company that was founded d in2000 that is focused on providing integrated biomedicalequipment maintenance and management.Clinical Engineering e InformationTechnology SpA8,568,580 23.39Assicurazioni Generali S.p.A. 6,692,120 18.27Emmepi Srl 2,895,730 7.91Capitol Health, Inc. 2,804,300 7.66Terra Nova <strong>Capital</strong> SpA 2,179,810 5.95Infragruppo SpA 1,841,640 5.03GE <strong>Capital</strong> Equity Investments, Inc. 1,753,260 479 4.79Servizi Integrati Sanità SRL 1,631,350 4.45Veneto Sviluppo SpA 1,019,750 2.78Anima SGR S.p.A. 508,000 1.39Finanziaria Internazionale Holding 440,350 1.2TBS Group S.p.A. 430,853 1.18Lemanik Asset Management SA 212,330 0.58Tamburi Investment Partners S.p.A. 83,850 0.23Itatech SpA 71,370 0.19Market 15Source: Ipreo Bigdough36


TBS GroupEquipment and Medical DevicesMedicalInfomaticsTelemedicine/ TelecareE-GovernmentSource: Company Financials37


TBS GroupMarket DataMarketSectorPriceTBS GROUP SPABorsa <strong>Italia</strong>naMedical Labs&Testing Srv1713 1,713 EURΔPrice 5 day (%)-2,4ΔPrice 1 month (%)-3,8ΔPrice 6 month (%)11,2ΔPrice 1 year (%)-13,5Number of Outstanding Share (Mln)36,6Market Cap (€ Mln)62,7NFD(€ Mln) @ 2010 Y70,8Enterprise Value (€ Mln)133,6Source: Bloomberg@ 28/06/20113,503,002,502,001,501,000,500,00140.000120.000100.00080.00060.00040.00020.0000VolumePrice€.million 2009 2010Revenue 157,21 189,08EBITDA 18,79 20,72Margin 12% 11%EBIT 11,39 11,28Margin 7% 6%Net Income (Loss) 3,72 5,59Margin 2% 3%Source: BloombergSource: Bloomberg 28/06/2011‣ In June 2010, TBS announced the approval by shareholders of its2010 full year results.• Revenues totalled € 189.08 mln, up 20.4% versus 2009 and up9.0% on a like-for-like basis.• EBITDA was recorded at € 20.7 mln, up 10.3% y/y, and largelyflat on a like-for-like basis.Net Financial Debt 53,55 70,82• Net income for the year was recorded at € 5.6 mln, an increaseof 50.3% on the year prior, due in part to a tax exemption.38


Made in <strong>Italia</strong> 1‣ Made in Italy 1 was the first SPAC (Special Purpose AcquisitionCompany) that initiated trading on <strong>AIM</strong> <strong>Italia</strong> on June 27, 2011.‣ The company raised € 50 mln from both <strong>Italia</strong>n and Internationalinstitutional investors where it seeks to acquire a significant holding in asmall/medium sized <strong>Italia</strong>n company by the close of June 30, 2013. TheSPAC will target companies with € 100 to € 300 mln in enterprise valuesector focus will be limited to exclude companies operate in thebiotechnics, real estate, financial services and renewable energy sector. Inaddition the SPAC will not invest in start-up companies.‣ The Nomad and Specialist for the listing on <strong>AIM</strong> <strong>Italia</strong> is Centrobancawho also acted as Global Coordinator for the listing together withIntermonte SIM.‣ The firm boasts a well experienced board of directors that includes:‣ Luca Giacometti, Chairman, is the Managing Director of GE<strong>Capital</strong> and Vice Director for Banca Commerciale <strong>Italia</strong>na.12,0010,008,006,004,002,000,00VolumeSource: Bloomberg 01/07/2011Price350300250200150100500‣ Matteo Carlotti, CEO, is a Partner and CEO of Argos Soditic<strong>Italia</strong> and is a council member of AIFI (<strong>Italia</strong>n Private Equity andVenture <strong>Capital</strong> Association).‣ Simone Strocchi, founder and CEO of Electa Group and adirector of Gruppo Comit.‣ The above directors are hold 150,000 special voting right shares in Madein Italy 1 thatt are not traded d on the <strong>AIM</strong> <strong>Italia</strong> market. kt39


Fintel Energia‣ Fintel Energia is a company operating in the electricity and gas retail sector with a presence in all regions of Italy. Inaddition to this activity, the company is involved in the development of plants for the production of renewableenergy in Italy and Serbia.‣ On March 23, the company performed an IPO on <strong>AIM</strong> <strong>Italia</strong> where it listed 2.4 mln new shares (market float equalto 11% of total outstanding shares).‣ Fintel is today developing both its traditional business and its new renewable energy business segments:• In the company’s traditional business segment, Fintel is expanding its electrical and gas network as a result ofan increase in the number of clients in its distribution portfolio. This growth is represented by an increase in1,903 new electricity consumers and 604 new gas consumers for the first half of 2010;• Fintel’s renewable energy business segment has been in operation since the second half of 2009. Today it isdeveloping activity in photovoltaic plants and mini wind farms (refer to next page for project information).‣ Recent news for the company includes:• Fintel’s subsidiary, Energogreen Srl, received an approval in August for the development of a 900kWphotovoltaic plant;• Fintel acquired from the Nowegian Cleps group a project for the development of a 138MW wind plant thathas been titled project RAM. The plant is to be positioned in territory both in Romania and Serbia;• In September Fintel’s subsidiary, City Energy (owned 51% by Fintel), received permissiontoconstructa991kW solar plant in the municipality of Camerano (Ancona).• MK Fintel Wind AD, a joint venture of Fintel Energy Group and Serbian MK Group, plans to start buildinga new wind farm located in Serbia in July of 2011 to be in operation by October of that year. This projectcomes after the announcement n nt thatt the Srbin Serbian government nt plans to invest € 300 – € 500 mln in rn renewableenergy over the next two years.40


Fintel EnergiaProject Output kWp Type Start of Activity Current progressFintel EnergiaPollenza Solar II 4435 Photovolltaic 2H 2009 Plant in constructionGroup SpaPositive environemental assessment, waitingMonte San Giusto Solar I 6680 Photovolltaic 2H 2009construction authorisationGiulo I 200 Wind 2H 2009 Wind farm currently in constructionGiulo II 200 Wind 2H 2009 Wind farm currently in constructionti51%AgronergiePositive environemental assessment, waitingEnergogreenMinieolicaSocietà Agricola 100% 51%Morrovalle Solar I 745 Photovolltaic 2H 2009Auto SrlMarchigiana Srlconstruction authorisationSrlMorrovalle Solar II 1382 Photovolltaic 1H 2010 Plant in constructionColbuccaro Solar I 746 Photovolltaic 1H 2010 Presented project to the province of MacerataColbuccaro Solar II 991 Photovolltaic 1H 2010 Presented project to the province of Macerata51% Civita Energy Srl 100%Fintel EnergijiaColbuccaro Solar III 991 Photovolltaic 1H 2010 Presented project to the province of Macerata51% Pollenza Sole SrlADColbuccaro Solar IV 449 Photovolltaic 1H 2010 Presented project to the province of MacerataColbuccaro Solar V 449 Photovolltaic 1H 2010 Presented project to the province of MacerataPotenza Picena Solar I 7980 Photovolltaic 1H 2010 Presented project to the province of Macerata51% Energogreen Srl 99%Potenza Picena Solar II 2640 Photovolltaic 1H 2010 Presented project to the province of MacerataFintel Toscana75% Territorio Srl Potenza Picena Solar III 449 Photovolltaic 1H 2010 Presented project to the province of MacerataSrlTerme dell'Aspio 991 Photovolltaic 1H 2010 Project in authorisation phaseCivitanova Solar I 991 Photovolltaic 2H 2010 Presented project to the municipality of CivitanovaVecchietti I 20 Photovolltaic 1H 2010 Operating since 21 June 201051% Energogreen Srl 51%Fintel UmbriaMK Fintel Wind Toscana Sole 43 Photovolltaic 1H 2010 Waiting connection to network54%SrlAD Progetti per conto terzi 1200 Photovolltaic 1H 2010 Project in planningProgetti per conto terzi 131 Photovolltaic 1H 2010 Project in planningSource: Company financials 1H 2010 Source: Company financials 1H 2010‣ Revenues for the group for 2010 were € 55.0 mln, that was a decline in comparison to 2009, where revenues wererecorded at € 56.8 mln. This was mostly due to a decline in the volume in sales of natural gas and the decline in theaverage price.‣ Despite a decline in cost of materials, margins fell due to an increase in the cost of services. This was a result of anincrease in advisory services from new projects.‣ Overall for the year 2010 the company recorded a net loss of € 1.8 mln, down on the net loss for 2009 of €140,000.41


Fintel EnergiaBoard of DirectorsAlcide Giovannetti Chairman4,0080.000Tiziano Giovannetti CEO3,5070.000Luca Mezzabarba DirectorMario Paolo MoisoDirector3,0060.000Giuliano Mosconi DirectorValentino PianesiDirector2,5050.000Franco SagrettiDirector2,0040.000Paolo SassettiDirectorLoris TartuferiDirector1,5030.000Baldi & PartnersFinancial advisor1,0020.000Intermonte SimNomadIntermonte SimSpecialist0,5010.000PricewaterhouseCoopers Auditor 0,000Source: Company financialsVolumePriceMarket DataMarketSectorPriceΔPrice 5 day (%)ΔPrice 1 month (%)ΔPrice 6 month (%)ΔPrice 1 year (%)Number of Outstanding Share (Mln)Market Cap (€ Mln)NFD(€ Mln) @ 2010 S1Enterprise Value (€ Mln)Source: Bloomberg@ 28/06/2011FINTEL ENERGIASource: Bloomberg 28/06/2011Borsa <strong>Italia</strong>na€.million 2009 2010Energy-Alternate SourcesRevenue 56,77 54,99-5,432,311,513,923,047,29,456,62,05 EUREBITDA 0,85 -1,64Margin 2% -3%EBIT 0,21 -2,50Margin 0% -5%Net Income (Loss) -0,12 -1,75Margin 0% -3%Net Financial Debt 9,41 18,08Source: Bloomberg 28/06/201142


<strong>Methorios</strong> <strong>Capital</strong>‣ <strong>Methorios</strong> <strong>Capital</strong>, founded in December 2004, is a specialist in corporatefinance transactions. The services the company provide include advisory fordebt and equity restructuring, M&A and IPO’s.‣ Aside from advisory activity, the company is a investor on the <strong>AIM</strong> <strong>Italia</strong> andMAC segments of Borsa <strong>Italia</strong>na, in the primary market. The IPO advisoryfacilitates this investment activity through the offering of fees for equity to itsclients to whom it acts as a financial advisor in their respective listings.‣ The company is also involved in receivable purchases through its subsidiaryMdi Mediocredito Europeo (registered under article il 106 of Italy’s unique legislationl ion banking TUB, Testo Unico Bancario). This activity is predominantly forreceivables against public institutions.‣ On July 14, 2010 <strong>Methorios</strong> <strong>Capital</strong> became the 9 th company to list on <strong>AIM</strong><strong>Italia</strong>. The company successfully fll performed acapital increase of € 7.85 mlnthat was achieve through a placement of 5.6 mln shares (market float equal to11.1%).‣ Company recent activity for the company includes:• June 6, 2011 – <strong>Methorios</strong> approved a € 10 mln capital increase to bewholly subscribed by EB Finance, a company fully owned by <strong>Italia</strong>nfinancier Alessandro Benedetti. The capital increase was performed at aprice of € 1.20 per share.• February 28, 2010 – <strong>Methorios</strong> acquired 3.87% of Natali & Partners Srl,a Milan-based corporate finance boutique and partner of <strong>Methorios</strong>.<strong>Methorios</strong> subsequently raised this stake to 5.1%. The investment waspart of <strong>Methorios</strong>’ strategy to build ownership stakes in corporateadvisory clients and partners.Board of DirectorsFabio Palumbo Chairman<strong>Ernesto</strong> <strong>Mocci</strong> CEOAntonio Marchese DirectorGiovanni GarganiDirectorLuigi RagnoIndependentDirectorNatali & Partners Financial AdvisorIntermonte SimNomadBanca Finnat SpecialistIter AuditAuditor43


<strong>Methorios</strong> <strong>Capital</strong>• December 3, 2010 <strong>Methorios</strong> contributed a credit of € 4.26 mln for the capitalisation of Imvest S.p.A.’slisting on MAC for early 2011. Imvest is a company involved in retail real estate investment andmanagement. The pre listing shareholding in Imvest is comprised of: 44% Isinvest 1; 31% Cassa diRisparmio di San Miniato Group); and 25% <strong>Methorios</strong> <strong>Capital</strong>.‣ This investment activity reaffirms the Company’s strategy to perform direct strategic investments to re-enforce itsadvisory activity in sectors with interesting business opportunities and development potential. The flow on effectsenable greater access to advisory revenues through the future corporate finance transaction activity of its minorityholdings, g, examples being: Imvest, for whose listing on MAC in early 2011 <strong>Methorios</strong> through its partnerAmbromobiliare acted as a financial advisor; and Personal Loans Holding, in which <strong>Methorios</strong> will act as thefinancial advisor for future securitisation transactions for the company.‣ Recent IPO advisory roles include:• Valore <strong>Italia</strong>, a financial holding company whose investment portfolio includes: Independent PrivateBankers (IPB) SIM S.p.A; IPB Advisory S.r.l.; IPB Management & Services S.r.l; Invest & Valore S.r.l.; andMultilife S.r.l., was quoted on MAC on April 27, 2011, with <strong>Methorios</strong> serving as financial advisor for thelisting (refer to page 77 for more information).• Editoriale Olimpia, a company that publishes specialised magazines in sport and other pursuits interests,was listed on MAC in August 2010. <strong>Methorios</strong> acted as the financial advisory and coordinator for thistransaction.‣ Through its partnerships with Natali & Partners and Ambromobiliare, b <strong>Methorios</strong> has become a market leader andpoint of reference for small cap IPO listings on the <strong>AIM</strong> <strong>Italia</strong> and MAC MTFs of Borsa <strong>Italia</strong>na. In 2011 andbeyond, this lead is only expected to further grow as <strong>Methorios</strong> has a significant pipeline of 10 to 12 companies invarious stages of listing on the Borsa <strong>Italia</strong>na MTFs.44


<strong>Methorios</strong> <strong>Capital</strong>Market DataMarketSectorPriceΔPrice 5 day (%)ΔPrice 1 month (%)ΔPrice 6 month (%)ΔPrice 1 year (%)Number of Outstanding Share (Mln)Market Cap (€ Mln)NFD(€ Mln) @ 2010 YEnterprise Value (€ Mln)METHORIOS CAPITALBorsa <strong>Italia</strong>naInvest Mgmnt/Advis Serv0,8925 EUR-3,0-4,0-11,3n/a50,445,02,447,41,601,401,201,000,800,60040 0,400,200,00450.000400.000350.000300.000250.000200.000150.000100.00000050.0000Source: Bloomberg@ 28/06/2011VolumePriceSource: Bloomberg 28/06/2011€.million 2009 2010Revenue 3,34 5,11EBITDA 1,05 -0,02Margin 31% 0%EBIT 103 1,03 -0,04 004Margin 31% -1%Net Income (Loss) 0,95 1,10Margin 28% 22%Net Financial Debt 4,52 2,45Source: Bloomberg 28/06/201145


First <strong>Capital</strong> Investment Company‣ First <strong>Capital</strong> is an <strong>Italia</strong>n investment company, founded in February 2008,focused on private investments in public equity.‣ The investment strategy of the company is to invest in small to mediumcap companies (market cap


First <strong>Capital</strong> Investment CompanyMarket DataMarketSectorFIRST CAPITAL SPABorsa <strong>Italia</strong>naInvestment CompaniesPrice0,95 EURΔPrice 5 day (%)4,2ΔPrice 1 month (%)-2,6ΔPrice 6 month (%)-5,0ΔPrice i 1 year (%)n/aNumber of Outstanding Share (Mln)22,2Market Cap (€ Mln)21,1NFD(€ Mln) @ 2010 Yn/aEnterprise Value (€ Mln) 21,1Source: Bloomberg@ 01/07/2011€.million 2009 2010Revenue 0,36 0,611,201,000,800,600,400,200,00Source: Bloomberg 28/06/2011VolumePrice400.000350.000300.000250.000200.000150.000100.00000050.0000EBITDA 0,09 0,09Margin 24% 15%Net Income (Loss) 0,10 0,05Margin 29% 8%Net Financial Debt n/a n/aSource: Bloomberg 28/06/201147


Poligrafici Printing‣ Poligrafici Printing is the printing subsidiary of Poligrafici Editoriale (a subsidiary of Morif Group).‣ The company prints various materials including: newspaper such as Il Giorno, La Nazione and il Resto del Carlino;Magazines, various weekly and monthly titles through its subsidiary QN; catalogues; books; and scolastic materials.In addition to printing production the company also offers its clients services in the post production anddistribution phases.‣ Revenue as at the 30 th of September 2010 was recorded at € 51.1 mln, a slight decline on the revenues for 2009 of €52.3 mln over the same period. Revenues in the graphic services segment were recorded as € 24.5 mln for the firstnine months of 2010, thatt was flat in comparison to the year prior. r The mi main contributor t r to this wasConsumerPaper services that recorded a revenue growth of 8.4% in relation to the first nine months of 2009. Printing,activities under contract with parent company Poligrafici Editoriale, accounted for € 27.7 mln that was an decline of3.9% in comparison to the year prior.‣ EBITDA of the company for the first nine months of 2010 was recorded at € 6.6 mln that was a slight increase onthe year prior of € 6.3 mln over the same period.‣ Overall the company recorded a net income of € 1.7 mln in the first nine months of 2010 that was a slight declineon the € 2.1 mln recorded in the first 9 months of 2009.Poligrafici Printing Shares held Changes Total of Shares out (%)Poligrafici Editoriale Spa 27,350,320 89.7Market 3,140,881 10.3Source: Company financialsBoard of DirectorsGiovanni TosoChairmanNicola NataliVice ChairmanSergio VitelliCEO<strong>Methorios</strong> <strong>Capital</strong> Financial advisorUgf Merchant Spa NomadBanca FinnatSpecialistReconta Ernst & Young Spa AuditorSource: Company financials48


Poligrafici PrintingMarket DataMarketSectorPricePOLIGRAFICIBorsa <strong>Italia</strong>naPrinting-Commercial0611 0,611 EURΔPrice 5 day (%)-0,7ΔPrice 1 month (%)-2,2ΔPrice 6 month (%)-13,8ΔPrice 1 year (%)n/aNumber of Outstanding Share (Mln)30,5Market Cap (€ Mln)18,6NFD(€ Mln) @ 2010 Y30,6Enterprise Value (€ Mln)49,2Source: Bloomberg@ 28/06/20111,601,40120 1,201,000,800,600,400,200,00800.000700.000600000 600.000500.000400.000300.000200.000100.0000VolumePriceSource: Bloomberg 28/06/2011€.million 2009 2010Revenue 68,60 67,73EBITDA 8,34 8,69Margin 12% 13%Net Income (Loss) 0,06 0,43Margin 0% 1%Net Financial Debt 39,18 30,55Source: Bloomberg 28/06/201149


Neurosoft‣ Neurosoft, an Athens based company listed on <strong>AIM</strong> <strong>Italia</strong>, is a business software provider aimed at optimisingbusiness efficiency. The software systems include products in the activities for factoring, gaming and betting, businessintelligence, risk management, and software tools for financial institutions, stock exchanges and telecommunicationcompanies.‣ The company was founded in 1994 and is present in the Greek, Romanian,Board of DirectorsMavroedis Angelopoulos ChairmanSerbian, Bulgarian and Cypriot markets. Neurosoft develops most of itsEpameinodas Paschalidis Vice Chairmansoftware products in-house for a portfolio of global projects and partners inNikos Vasilonikoliodakis CEOits core business areas, including “BOLT” (a liability monitoring softwareGeorge Manioudakis Directorsolution for betting operators), “SYNORA” (a middleware system), Evanthia ParaskevopoulouDirector“Proxima+” (a core factoring software solution) and “Envisioner” (a DataBanca AkrosNomadMining tool). In addition to the above-mentioned products, Neurosoft has MediobancaSpecialistalso developed activity in the business intelligence area, by acting as a service Protypos Hellenio Auditing Auditorprovider for platforms and independent technology.Source: Company financials‣ For the first half of 2010 Neurosoft achieved revenues of € 1.29mln, that was an increase on the € 0.97 mln for the year prior.The company’s revenue growth was predominantly due to theacquisition of Kestrel Information Systems.‣ Despite significant revenues growth the company recorded a netloss of € 1.95 mln, a further decline on the net loss of € 0.55mln report for the first half of 2009. However it was reportedthat this loss was attributable to heavy research and developmentin the sports betting and factoring segments that make up itscore business.Neurosoft Fund Total of Shares out (%)OPAP S.A. na 30.0Mavroeidis Angelopoulos na 25.8Lottomatica SA na 16.6NikolaosVassilonikolidakisna 7.1Aikaterini Dogani na 4.2George Manioudakis na 3.8Konstantinos Pediaditakis na 0.7Tarikat Enterprises Ltd na 0.3Lemanik AssetManagement SAna 1.0Lemanik SICAV -Italy1.0Lemanik SICAV -High Growth0.1Leonardo SGR S.p.A. na 0.0Market na 9.6Source: Big Dough and company financials50


NeurosoftMarket DataMarketSectorPriceNEUROSOFTBorsa <strong>Italia</strong>naComputer Software054 0,54 EURΔPrice 5 day (%)3,9ΔPrice 1 month (%)20,0ΔPrice 6 month (%)-54,0ΔPrice 1 year (%)n/aNumber of Outstanding Share (Mln)25,0Market Cap (€ Mln)13,5NFD(€ Mln) @ 2009 Y-2,0Enterprise Value (€ Mln)11,5Source: Bloomberg@ 28/06/20114,003,50300 3,002,502,001,501,000,500,00350.000300.000250.000200.000150.000100.00000050.0000VolumePriceSource: Bloomberg 28/06/2011€.million 2009 2010Revenue 3,66 2,88EBITDA -0,11 n/aMargin -3% n/aNet Income (Loss) -0,41 -4,78Margin -11% -166%Net Financial Debt -1,96 1,21Source: Bloomberg 30/12/201051


IKF‣ IKF is an <strong>AIM</strong> <strong>Italia</strong> listed investment company whose main activity is in thevaluation, purchase and sale ofholdings in various companies, similar to that of a private equity firm.‣ The investment strategy of IKF is to target companies not solely on an IRR basis but also on their potential forgrowth. IKF does not have a specific sector focus and may also target distressed assets and companies that are readyfor a potential turnaround. However the main targets of IKF are small and medium cap <strong>Italia</strong>n companies, bothlisted and private, that have a niche in their respective markets.‣ The investment duration of IKF is intended for the medium to long term and does not impose a strict exit optionfor IKF in its investments. t The company will not invest in venture tr capital, companies owned by pbli public institutionsor companies part of large international groups.‣ In July 2010 IKF provided part of the financing of € 100,000 to Eccellenze Alimentari <strong>Italia</strong>ne Spa that was used tofront up start up costs of the company. IKF plans to perform a capital raise to the value of € 5.8 mln to develop theactivity of this company.‣ In July 2010 the subsidiary PKarton Spa acquired a branch of Global Paper Srl involved in the activity of cartonand paper products for the value of € 0.5 mln.‣ In May of 2009 IKF performed a capital increase to the value of € 8mlnthatresultedin the placement of 8 millionshares at a listing price of € 1.00. This transaction was performed with utilising warrant certificates on theunderlying shares (1 warrant for every individual share).‣ Later in December 2009 the company performed an additional capital increase for a listing of an additional 755,000shares on the <strong>AIM</strong> <strong>Italia</strong> market, at a price of € 1.00. Today the market float of IKF s equivalent to 25% of thecompany’s outstanding shares.52


IKF‣ In the first half of 2010, IKF recorded consolidated sales of € 25 mln that was asignificant increase on € 12.6 mln reported for the first half of 2009. 99.2% ofrevenue for the first half of 2010 was attributable to PKarton Spa.‣ Consolidated EBITDA in the first Half of 2010 was recorded at € 0.3 mln, thatwas down from the € 0.8 mln recorded for the first half of 2009. EBITDA forthe PKarton business unit came in at € 0.7 mln, that was down on the € 2.1 mlnfor the 1 half of 2009, negatively impacted by increased costs.‣ In the first hlf half of 2010, IKF recordedrd d anet loss of € 2.3 mln thatt was down onthe net loss of € 47,000 over the same period the year prior. The PKartonsubsidiary experienced a Net loss of € 1.7 mln for the fist half of 2010 that wasa further decline on the net loss of € 0.4 mln of the year prior.Group structureBoard of DirectorsElena Matous Radici PresidenteMichele Contrini Executive Vice ChairpersonRoberto Conti Vice ChairmanLuigi BergozzaDirectorRoberto Conti DirectorAldo Galbiati DirectorGaetano Felli DirectorAdriano Pizzi DirectorNatali & Partners Financial AdvisorUgf Merchant Spa NomadBanca Finnat SpecialistMazarsAuditorSources: Company financialsPKarton SpaIKF Spa73% 70%73% 70%EnergiaRoccavione SrlImmobiliareRoccavione SrlExcellenzeAlimentari<strong>Italia</strong>ne SpaIKF Holders Total of shares out (%)Golem SpA 22.79Gaetano Felli 15.20Cartiera <strong>Italia</strong>na SRL 11.68Paper Stock International SpA 10.14Giovanni Verzoletto 5.7Euco Srl 5.6Giovani Natali 2.9Meridie SpA 1.99Unipol Merchant S.p.A. 0.99Investimenti e Sviluppo S.p.A. 0.53Natali & Partners SRL 0.45Market 22.03Sources: Company financialsSources: Company website and Ipreo Big Dough53


IKFMarket DataMarketSectorPriceIKFBorsa <strong>Italia</strong>naInvestment Companies0,8455 EURΔPrice 5 day (%)3,7ΔPrice 1 month (%)-2,7ΔPrice 6 month (%)-7,1ΔPrice 1 year (%)n/aNumber of Outstanding Share (Mln)8,9Market Cap (€ Mln)7,5NFD(€ Mln) @ 2010 Y25,5Enterprise Value (€ Mln)33,0Source: Bloomberg@ 28/06/20111,401,201,000,800,600,400,200,00250.000200.000150.000100.00050.0000VolumePriceSources: Bloomberg 28/06/2011€.million 2009 2010Revenue 27,22 52,72EBITDA 1,24 0,32Margin 5% 1%Net Income (Loss) -0,60 -3,02Margin -2% -6%Net Financial Debt 22,2020 25,49Source: Bloomberg 28/06/201154


PMS Group‣ PMS Group is aPublic relations company that specialises ili in offering services toBoard of DirectorsPatrizio Maria Suracecompanies in media relations with a specific focus on the financial sector andinvestor relations services.‣ For the first half of 2010 the company recorded revenues of € 3.42 mln, that wasadeclineonthe€3.8mlninrevenuesfor the first half of 2009.‣ Net income for the first half of 2010 was a loss of € 0.52 mln. This was asignificantdeclineonthenetprofitof €0.34mlnrecordedforthefirsthalf of2009.‣ To return the company back to growth the new strategy is focused on three areasof development:• Consolidation of the existing activity of the group, for the purpose ofimprovingi company mri margins;• Developing new products and business lines related to Investor relationsand market research activity;• Further enhancing the company’s presence and name abroad.Chairman/CEOGancarlo Fre Torelli Massini Vice ChairmanPaola BrunoDirectorRosalba Casiraghi Director (Indep)Cristina Finocchi MahneDirectorErnest MontiDirector (Indep)Elena Rodreigeuz Palacios DirectorUgf MerchantFinancial AdvisorUgf MerchantNomadBanca FinnatSpecialistMazars SpaAuditorSource: Company financialsGroup structure‣ Throughout 2001 the company has pursuedcompensation from Selpress Srl for the defaultrelative to the acquisition of Selpress MediaMonitoring and Newsbank (Selpress MM&N). InSeptember 2010 Selpress MM&N had executed anaccord with Extrapola, a company that monitorsand analyses market data. This represents apartnership that can further enhance the marketmonitoring capabilities of Selpress MM&N.Source: Company financialsPMS SS.p.A. Shares held Total of Shares out (%)Patrizio Maria Surace 1,328,435 61.2Elena Rodriguez Palacios 399,919 18.4Gancarlo Fre Torelli Massini 192,907 8.9Laura La Ferla 19,963 0.9Cristina Finocchi Mahne 1,953 0.1Market 226,582 10.4Source: Company financials55


PMS GroupMarket DataMarketSectorPricePMS SPABorsa <strong>Italia</strong>naConsulting Services292 2,92 EURΔPrice 5 day (%)-2,7ΔPrice 1 month (%)4,4ΔPrice 6 month (%)-13,9ΔPrice 1 year (%)n/aNumber of Outstanding Share (Mln)2,2Market Cap (€ Mln)6,3NFD(€ Mln) @ 2010 Y0,3Enterprise Value (€ Mln)6,7Source: Bloomberg@ 28/06/201110,009,00800 8,007,006,005,004,003,002,001,000,00120.000100.00080.00060.00040.00020.0000VolumePrice€.million 2009 2010Revenue 7,46 6,14Source: Bloomberg 28/06/2011EBITDA 1,12 -1,06Margin 15% -17%Net Income (Loss) 0,28 -1,73Margin 4% -28%Net Financial Debt 0,81 0,33Source: Bloomberg 30/12/2010Source: Company financials 1H 201056


Vita Società Editoriale‣ Vita Società Editoriale is a company that specialises in the editorial andcommunications sectors. On October 22, 2010 Vita performed becamethe 10 th company to perform an IPO on <strong>AIM</strong> <strong>Italia</strong> where it listed 2.7 mlnnew shares (a float equivalent to 31%). The listing price of the new shareswas € 0.94 that saw a capital increase of around € 2.5 mln.‣ The groups activity in the editorial sector includes the publication of theVita weekly magazine that is predominantly focused at promoting socialand sustainable economic issues.‣ Other areas of activity include the groups advisory activity in which itoffers strategic consultancy and market communication advisory services.‣ Vita for the first half of 2010 recorded revenues of € 1.63 mln, this wasan increase of € 1.51 mln from the first half of 2009. The overall value ofproduction increased 7% whilst the cost of production increased at 12%therefore margins were negatively impacted in the first half of 2010.‣ EBITDA recorded for the group in the first half of 2010 was a loss of €19,000 that was a further decline on the first half of 2009 in whichEBITDA was recorded at € 69,000.‣ Overall net income for the group in the first half of 2010 was a net lossof € 133,000 that was a further decline on the net loss recorded ddfor thefirst half of 2009 at € 30,000.Board of DirectorsRiccardo Bonacina ChairmanPaolo Ottone Migliavacca CEOAndrea AgnelliDirectorAldo BonomiDirectorClaudia FiaschiDirectorEnrico Marco Fumagalli DirectorVincenzo ManesDirectorAndrea OliveroDirectorFilippo Eduardo Spina DirectorEnVentFinancial AdvisorUgf Merchant Spa NomadBanca FinnatSpecialistBDO SpaAuditorSource: Company financials57


Vita Società EditorialeMarket DataMarketSectorVITA SOCIETABorsa <strong>Italia</strong>naPublishing-PeriodicalsPrice0,637 EURΔPrice 5 day (%)3,9ΔPrice 1 month (%)-1,5ΔPrice 6 month (%)-17,8ΔPrice i 1 year (%)n/aNumber of Outstanding Share (Mln)8,7Market Cap (€ Mln)5,5NFD(€ Mln) @ 2010 Y-1,2Enterprise Value (€ Mln) 4,3Source: Bloomberg@ 28/06/20111,801,601,401,201,000,800,600,400,200,00500.000450.000400.000350.000300.000250.000200.000150.000100.00050.0000Source: Bloomberg 28/06/2011VolumePrice€.million 2009 2010Revenue 3,05 3,09EBITDA 0,09 -0,21Margin 3% -7%Net Income (Loss) -0,08 -0,50Margin -2% -16%Net Financial Debt 016 0,16 -1,24 124Source: Bloomberg 01/07/2011Shareholders Shares held Total of Shares out (%)Vita Foundation 1,280,640 14.7PIA (Participation Interessnze azionarie) 1,200,600 13.8ICCREA Holding Spa 723,840 8.3Consorzio Gino Mattarelli 563,760 6.5MalS Spa 404,550 4.7Istituto Atesino di Sviluppo Spa 380,190 4.4Carlo Caracciolo di Melito (Eredi) 349,740 4.0Market 3,796,680 43.6Source: Company financials58


Unione Alberghi <strong>Italia</strong>ni‣ Unione Alberghi <strong>Italia</strong>ni i (UAI), ahotel investingi company, was listed on <strong>AIM</strong><strong>Italia</strong> in January 2011.‣ UAI’s activity will primarily involve the sourcing, valuation and acquisition ofhotels, structuring the financing of the projects and sourcing and supervisingof third parties to manage the operation of the hotels.‣ Currently UAI owns two hotels (120 rooms) with an option to purchase a thirdhotel (50 rooms).‣ The capital increase was intended to enable further growth through acquisitionto arrive at a portfolio of 15 to 20 hotels (average hotel value € 5 – 15 mln), avalue of € 100 mln within 3 to 4 years. Investments will be made primarily onthe basis of return on equity, hotel structure and strength of management.Board of DirectorsLuigi ManiglioChairmanFrancesco NosedaCEOPierpaolo Bernardi DirectorDante ReposoDirectorSergio SacchiDirectorFilippo BrignoneDirectorFrancois Droulers DirectorUfM Ugf MerchantNomadBanca FinnatSpecialistAudirevi S.r.l.AuditorsSource: Company website‣ On January 19th 2011, UAI was listed on <strong>AIM</strong> <strong>Italia</strong> after closing a € 3 mlncapital increase. The new resources were raised issuing 3 mln new sharesShareholder Structure(34.4% of the share capital) at € 1.00 each including a warrant per share. The Realgest S.r.l. 31.74%initial price for the share was € 0.84 (€ 0.16 for the warrant) representing an Nadia Manotti 32.21%initial market cap of € 6.35 mln. Ambromobiliare S.p.A 1.59%Mercato 34.46%Source: Company website59


Unione Alberghi <strong>Italia</strong>niMarket DataMarketSectorPriceUNIONE ALBERGHIBorsa <strong>Italia</strong>naHotels&Motels0,5785 EURΔPrice 5 day (%)1,2ΔPrice 1 month (%)5,0ΔPrice 6 month (%)n/aΔPrice 1 year (%)n/aNumber of Outstanding Shares (Mln)7,56Market Cap (€ Mln)4,4NFD(€ Mln) @ 2010 Y5,6Enterprise Value (€ Mln) 10,0Fonte: Bloomberg@ 28/06/20111,201,000,800,600,400,200,001.400.0001.200.0001.000.000800.000600.000400.000200.0000VolumePrice€.million 2009 2010Revenue 0,21 0,49EBITDA 0,03 0,18Margin 13% 37%EBIT -0,03 -0,15Margin -13% -30%Net Income (Loss) -0,06 -0,24Margin -28% -49%Net Financial Debt 3,46 5,59Source: Bloomberg 01/07/201160


Mercato Alternativo del <strong>Capital</strong>e(MAC) company analysis


Mercato Alternativo del <strong>Capital</strong>e (MAC)‣ The following section analyses the listed companies on MAC ordered according to their market capitalisation.‣ As shown below the dominant company in terms of market capitalisation is Rosetti Marino, which accounts for37% of the overall € 309 mln MAC market cap (as at 02/07/2011). This concentration is further increasedwhen you count the top 4 companies that account for an overall 76% of the market.MAC capitalisation (€ mln)ROSETTI MARINO SPAMADE IN ITALY 1 SPAS.E.I. SERVIZI ENERGETICIRAFFAELE CARUSO SPAVALORE ITALIA HOLDING DI PARIMVEST SPAAREA IMPIANTI SPAGRUPPO EFFEGI SPAEDITORIALE OLIMPIA SPATESSITURA PONTELAMBRO S.P.A4,03,83,228,625,519,417,645,958,0113,0Source: Bloomberg 28/06/201162


Rosetti Marino‣ Rosetti Marino Group is involved in the provision of engineering and construction services to the oil and gassector. The Group offers its services for both offshore and onshore operations. In addition the company has beenin ship building services industry from 1950, where it specialises in tug boat, platform supply and ferry vessels upto 120 metres in length.‣ Rosetti’s activity in the shipbuilding sector, represented by the activities performed by the parent company and itssubsidiary Rosetti General Contracting Lda, contributed € 37 mln in revenues in the first half of 2010. This wasan increase on the first half of 2009 where these two companies attributed € 30.5 mln in revenues. In the courseof the first half of 2010, the company completed one tug and two supply vessels. In addition the company beganwork on an additional five supply vessels. New orders over this period included a contract to supply an anchorhandling supply vessel valued at € 52.8 mln that is estimated for completion at the close of 2012.‣ Rosetti’s activity in the Industrial plant sector accounted for € 96 mln in the first half of 2010. New orders for thisbsinesssegment business segment accounted for € 104 mln from which € 22 mln was represented by new activityit for KazakhstanCaspian Offshore Indusries Llp (50% subsidiary of Rosetti Marino) for the construction of a new platform in theCaspian sea.‣ In the processing plant and packaging sector Rosetti saw revenues of € 19 mln for the first half of 2010. Thecompany has recently begun to focus this segment’s activitymoretowardstheprovisionof servicestotherenewable energy sector.‣ On March 12, 2010, Rosetti Marino listed on the MAC that was a float of 5% of total outstanding shares. Thelisting price of the IPO was € 30 per share that raised an additional € 6 mln, that left an overall market cap of €120 mln.‣ In the first half of 2010 Rosetti recorded consolidated revenues of € 153 mln that was a decline on the first halfturnover for 2009, recorded at € 198 mln.63


Rosetti MarinoBoard of DirectorsGianfranco Magnani ChairmanValeria Rosetti Vice ChairmanMedardo Ranieri CEOGiampiero i ArcozziDirectorStefano Silvestroni DirectorDavide Ivanoe Ruvolo DirectorGiovanni Turrini DirectorGiorgio Zuffa DirectorCassa dei Risparmi diForlì e della RomagnaBanca IMIDeloitte & ToucheSource: Company financialsSponsorSpecialistAuditorSource: Company financials64


Rosetti MarinoMarket DataMarketSectorPriceΔPrice 5 day (%)ΔPrice 1 month (%)ΔPrice 6 month (%)ΔPrice i 1 year (%)Number of Outstanding Share (Mln)Market Cap (€ Mln)NFD(€ Mln) @ 2010 YROSETTI MARINO SPABorsa <strong>Italia</strong>naOil Field Mach&Equip28,25 EUR0,00,0-5,8-8,9 894,0113,0-36,135,0030,0025,0020,0015,0010,005,000,0016.00014.00012.00010.0008.0006.0004.0002.0000Enterprise Value (€ Mln) 76,9Source: Bloomberg@ 28/06/2011VolumePriceSource: Bloomberg 28/06/2011€.million 2009 2010Revenue 299,06 476,39EBITDA 77,35 32,64Margin 26% 7%Net Income (Loss) 48,15 19,62Margin 16% 4%Net Financial Debt -21,50 -36,06Source: Bloomberg 28/06/201165


Servizi Energetici Integrati (SEI)‣ SEI was founded originally for the management of the gas distribution network in themunicipalities of Settimo and Brandizzo situated in the province of Turin. Thecompany has since grown to provide services in the management of district heatingnetworks and production of thermal energy.‣ The main activity of SEI involves the management of the production sites andnetworks owned by Centro Spa that are located in provinces near Turin. The twoproduction sites are located in Rivoli and Grugliasco that supply the three areas ofRivoli, Collegno and Grugliasco. SEI manages directly the activity in Rivoli andCollegno and the activity for Grugliasco is performed through Nove Spa in which ithas a 49% shareholding (remaining 51% owned by the local municipality).‣ The Engineering activity of SEI in the first half of 2010 involved the expansion ofthe district heating network for the provinces of Rivoli, Collegno and Grugliasco andthe thermoelectric network in Rivoli.‣ In May 2010 Kinexia purchased a 85.5% holding in SEI and SEI became a part ofKinexia Group. Kinexia Spa is a Borsa <strong>Italia</strong>na listed holding company (market cap asat 30/12/10 € 44.6 mln). The subsidiaries of the firm operate in the renewable energysector (photovoltaic and wind energy) as well as cosmetics and nutritional products.Main share holders of Kinexia are Allea (44.4%), Agenzia Sviluppo Multiservizi(15.8%) and Unendo Partecipazioni (8.7%).‣ In 2010, the company achieved revenues of € 21.7 mln, down on the € 31.5 mln for2009. Despite this fall in revenues, the company was able to achieve a strong increasein EBITDA to € 7.2 mln in 2010, in comparison to the € 2.25 mln in 2009. Netincome for 2010 came in at€ 2.22 mln, an increase on the loss of € 5.55 mln in 2009.Board of DirectorsGiuseppe Maria Chirico ChairmanValerio Verderio CEORoberto MaggioDirectorrRaffaelle Vanni DirectorMPS <strong>Capital</strong> Services SponsorMPS <strong>Capital</strong> Services SpecialistMazars SpaAuditorSource: Company financialsServiziiEnergeticiIntegrati Spa49%Nove SpaSource: Company financials66


Servizi Energetici Integrati (SEI)Market DataMarketS.E.I. SERVIZIBorsa <strong>Italia</strong>na2,5060.000SectorPriceΔPrice 5 day (%)ΔPrice 1 month (%)ΔPrice 6 month (%)ΔPrice 1 year (%)Electric-Integrated16 1,6 EUR0,00,00,00,02,001,501,000,5050.00040.00000030.00020.00010.000Number of Outstanding Share (Mln)Market Cap (€ Mln)28,745,90,000NFD(€ Mln) @ 20092,2Enterprise Value (€ Mln)48,1VolumePriceSource: Bloomberg@ 28/06/2011Source: Bloomberg 28/06/2011€.million 2009 2010Revenue 29,36 21,70EBITDA 2,25 7,20Margin 8% 33%Net Income (Loss) -5,50 2,20Margin -19% 10%Net Financial Debt 222 2,22 27,12Source: Bloomberg 28/06/201167


Raffaele Caruso‣ Raffaele Caruso Spa is a designer clothing manufacturer thatspecialises in high end men's fashion. The company suppliesgarments for the top marks of various famous brands that includeRalph Lauren (specifically for sports coats).‣ The companies markets include the Italy (50%), Europe (35%)and outside Europe (15%).‣ The company was listed on the market on 17 th of September 2007with an initialiti listing price of € 15.50. 50 Last traded d price for thecompanies shares was € 15.00 (down 2.0% for the year)‣ The company is yet to produce financials for 1H 2010, howevercompany activity for 2009 is as follows:• Revenues were recorded at € 45 mln that was significantlydown on the € 61 mln for the year prior. This decline inrevenues was mostly due to the downturn in the luxury goodsmarket.• EBITA was recorded at a loss of € 1.5 mln that was asignificant decline on the € 5.8 mln for 2008.• Net result for the group was a loss of € 2.5 mln that was againa decline on the € 2.5 mln profit for 2008.• It is possible to see that the shares trade very infrequently infacttotal turnover in 2010 for Raffaele Caruso was 1,750 shares (for thetotalt order value of € 26,250) 250) traded d on December 27, 2010.Board of DirectorsAlberto Caruso Chairman and CEOBanca Popolaredell’Emilia RomagnaSponsorSoc. Coop.CentroSimSpecialistRSM ItalyAuditorSource: Company financialsShareholders Shares heldShares out(%)Aplomb SRL 922,757 41.57Cape Live S.p.A. 145,757 6.57Banca Popolare dell'Emilia45,161Romagna s.c.r.l.2.03Source: Ipreo Bigdough68


Raffaele CarusoMarket DataMarketSectorPriceΔPrice 5 day (%)ΔPrice 1 month (%)ΔPrice 6 month (%)ΔPrice 1 year (%)Number of Outstanding Share (Mln)Market Cap (€ Mln)NFD(€ Mln) @ 2009Enterprise Value (€ Mln)RAFFAELE CARUSOBorsa <strong>Italia</strong>naApparel Manufacturers12,99 EUR00 0,00,0-13,4-15,12,228,66,635,218,0016,0014,0012,0010,008,006,004,002,000,0090.00080.00070.00060.00050.00040.00030.00020.00010.0000Source: Bloomberg@ 28/06/2011VolumePriceSource: Bloomberg 28/06/2011€.million 2009 2010Revenue 45,25 46,65EBITDA -1,57 -3,83Margin -3% -8%EBIT -2,71 n/aMargin -6% n/aNet Income (Loss) -2,47 -4,12Margin -5% -9%Net Financial Debt 6,63 9,43Source: Bloomberg 28/06/201169


Centro Servizi Metalli (CSM)‣ Centro Servizi iMetalli (CSM), founded din 1988, isacompany specialised ili din mechanical and plasma cutting of stainless steel.‣ CSM is part of Predieri Group, an <strong>Italia</strong>n company that was founded for the production of semi finished products. Today ithas significantly increased its activity to incorporate various other stages of the metal processing and trading cycle (melting,painting, cutting, polishing, storage and distribution).‣ Italy has been the main geographic market for CSM’s activity and in particular, Northern Italy, that accounted for 90% ofturnover for 2007. These regions include Emilia Romagna, Lombardy, Piedmont and Veneto, which are served by the CorteTegge - Cavriago plant in Reggio Emilia that has a processing output of 2,500 ton/year and by the Cignone plant inCremona, that has a processing output of 3,500 ton/year.‣ In 2008, the company began an expansion process into markets abroad that included the opening of a plant in Poland(processing capacity of 3,500 ton/year) to serve Eastern Europe and Germany (the second largest consumer of stainlesssteel in Europe after Italy) and a plant in France (3,000 ton/year).‣ In 2009 thecompany was listed on the MAC segment of Borsa <strong>Italia</strong>na. The IPO operation prti saw thecompany list new shares hrthat were equivalent to 27.3% of the company in doing so raising around € 7.7 mln. The funds from this capital increasewere used to fund the companies expansion plans both domestically and abroad.‣ Trading of CSM shares in 2010 has been very low with overall turnover equal to € 42,990 (12,000 traded shares). All of thisactivity ii occurred in the month of December.Board of DirectorsGiuseppe Maria Chirico ChairmanValerio VerderioCEORoberto MaggioDirectorRaffaele VanniDirectorStudio Cerioli Pellacini. Financial AdvisorAbaxbankSponsorAbaxbankSpecialistMazarsAuditorSource: Company financials70


Centro Servizi Metalli (CSM)Market DataMarketSectorPriceΔPrice 5 day (%)ΔPrice 1 month (%)ΔPrice 6 month (%)ΔPrice 1 year (%)Number of Outstanding Share (Mln)Market Cap (€ Mln)NFD(€ Mln) @ 2009 YEnterprise Value (€ Mln)CENTRO SERVIZIBorsa <strong>Italia</strong>naMetal Processors&Fabrica-8,5 85-28,8-54,3-52,56,912,68,921,41,83 EUR4,504,003,50300 3,002,502,001,501,000,500,0014.00012.00010.0008.0006.0004.0002.0000Source: Bloomberg@ 28/06/2011VolumePi Price€.million 2009 2010Revenue 18,77 32,20Source: Bloomberg 28/06/2011EBITDA 0,79 1,83Margin 4% 6%EBIT 0,54 1,47Margin 3% 5%Net Income (Loss) 0,16 0,86Margin 1% 3%Net Financial Debt 8,85 11,53Source: Bloomberg 28/06/201171


Area Impianti‣ Area Impianti i is a company that specialises ili in the activities iii related to theglass, steel, aluminium-cast iron, cement, biomass and incineration.‣ The company was founded in 1989 focused primarily on its Glassbusiness segment. Today the company has expanded its activity toprovide flue gas depuration systems for industrial uses and theproduction of flat glass, containers tableware, glass wool, artistic glassand lighting for wholesale.‣ The company further utilises its filtration technology for the metalssector where it is able to produce steel and aluminium cast products forvarious industrial applications.‣ The new activity of the group has been the entrance into the Energysector via Biomass.‣ From 1999 Area Impianti has been involved in the production of turnkey systems waste incineration for application to solid and industrialwastes as well as sludges and tyres. One of the main areas for growth forArea Impianti is its cement activities.50,0045,0040,0035,0030,0025,0020,0015,0010,00005,000,00Source: Bloomberg 28/06/2011VolumeMarket DataAREA IMPIANTI SPA€.million 2009 2010MarketBorsa <strong>Italia</strong>naRevenue 12,93 20,91SectorMiscellaneous ManufacturPrice15,38 EUREBITDA 143 1,43 272 2,72ΔPrice 5 day (%)0,0Margin 11% 13%ΔPrice 1 month (%)0,0EBIT 0,82 1,98ΔPrice 6 month (%)-4,0Margin 6% 9%ΔPrice 1 year (%)-4,0Net Income (Loss) 0,60 1,43Number of Outstanding Share (Mln)1,1Margin 5% 7%Market Cap (€ Mln)17,6NFD(€ Mln) @ 2009 Y-3,4Net Financial Debt -3,39 -1,35Enterprise Value (€ Mln)14,2Source: Bloomberg 28/06/2011Source: Bloomberg@ 28/06/2011Pi Price2.5002.0001.5001.000500072


Tessitura Pontelambro‣ Tessitura Pontelambro, based in Erba (north-west Italy) is a company thatis specialised in the manufacturing of linen and fabrics for clothing.‣ The company was established in 1981 and today has a client portfolioboth in Europe and US. The company began its activity producinghandkerchiefs that was latter abandoned to focus on the production ofshirts at the high end of the market. By the mid 1980’s the companyfurther increased its operations to include men's and women's garmentsin cotton, silk and linen.‣ The company then further developed its production to incorporate newstretch fabrics that today accounts for around 30- 35% of the companiesoverall turnover.‣ In the first hlf half of 2010 the company recoded ddrevenues of € 2.7 mln thatwas a decline on the first half of 2009 in which the company recordedrevenues of € 2.9 mln. The significant factor for this decline wasattributed to the overall deterioration in market conditions that saw manyclothing manufacturers make considerable adjustments t to operate onlower inventories.‣ For the first half of 2010 the company recorded a net loss of € 0.7mln, that was an improvement in relation to the net loss of € 0.9mln for the first half of 2009. This loss reduction, despite thedecline in revenues, was achieved through a restructuring of thecompany that cut overall personnel from 72 units in the first half of2009 to 55 units in the first half of 2010.Board of DirectorsMario Melchisedecco ChairmanGiovani Santi DirectorLuca SantiDirectorMatteo Santi DirectorCentrobanca Financial advisorCentrobanca SponsorCentrobanca SpecialistIter AuditAdi AuditorSource: Company financialsTessitura Pontelambro Shares held Total of Shares out (%)Beste SpA 2,782,560 74.4Centrobanca Banca 347,500 9.3Golden HouseInvestments Co. Ltd.122,298 3.3Falcon Properties, Inc. 114,818 3.1Market na 10.0Source: Company financials73


Tessitura PontelambroMarket DataMarketSectorPriceΔPrice 5 day (%)ΔPrice 1 month (%)ΔPrice 6 month (%)ΔPrice 1 year (%)Number of Outstanding Share (Mln)Market Cap (€ Mln)NFD(€ Mln) @ 2009Enterprise Value (€ Mln)TESSITURABorsa <strong>Italia</strong>naTextile-Apparel085 0,85 EUR0,00,0-58,3-51,43,73,2-0,23,05,004,504,003,503,002,502,001,501,000,500,0090.00080.00070.00060.00050.00040.00030.00020.00010.0000Source: Bloomberg@ 28/06/2011VolumePriceSource: Bloomberg 28/06/2011€.million 2009 2010Revenue 6,77 5,51EBITDA -1,04 -1,04Margin -15% -19%EBIT -1,60 -1,60Margin -24% -29%Net Income (Loss) -1,62 -1,11Margin -24% -20%Net Financial Debt -0,16 -0,16Source: Bloomberg 01/07/201174


Gruppo Effegi‣ Gruppo Effegi invests in SME companies in Italy in the retail financial andIT service sectors. Through its existing holdings Effegi’s activities arefocused on the commercial distribution of financial products includingpersonal loans, loans against future income, mortgages and credit cards, aswell as the provision ii of IT services and consultancy.‣ In order to increase revenues the company plans to further expand itsproduct line to incorporate insurance products and cross selling activity ofclient loan portfolios with other institutions.‣ For the first 6 months of 2010 Gruppo Effegi recorded revenues of € 2.04mln, this was an decline on the year prior that saw revenues of € 2.9 mln.‣ Net income for the group for the first half of 2010 fell to € 81,540 from €162,231 in the first half of 2009. Despite cost reductions, net income fellpredominantly due to a decline of 31% in revenues.‣ Effegi currently has significant holdings in the following companies:• FG Financial Services Srl, a company provides financial services;• ESC Srl, a company involved in the provision of IT services and consultancy;Board of DirectorsFranco Guidantoni ChairmanAntonio Clemente CEOMarco Ariotti DirectorLuca PiscitelliDirectorGE <strong>Capital</strong>Centro BancaPKF <strong>Italia</strong> SpaSource: Company financialsSponsorSpecialistAuditorFinancial servicesIT services and Credit mediationconsultancySource: Company financials• Planet Prestiti Srl, a company specialised in credit mediation that is the parent company of Mutuiplanet. In MarchEffegi acquired 51% of Planet Prestiti, i that will become part of Effegi Direct, currently with ih9 offices throughouthItaly and an additional 8 planned for opening.‣ In April 2010, Effegi sold its 59.7% holding in Finanza Generale. The decision was made to sell this holding as it was nolonger considered to be in line with the strategic direction of the firm.‣ Recently Effegi Financial services signed an agency agreement with UNIFIN Santander a company specialised in loans inexchange for a portion of salary.75


Gruppo EffegiMarket DataMarketSectorPriceΔPrice 5 day (%)ΔPrice 1 month (%)ΔPrice 6 month (%)ΔPrice 1 year (%)Number of Outstanding Share (Mln)Market Cap (€ Mln)NFD(€ Mln) @ 2009 YEnterprise Value (€ Mln)Source: Bloomberg@ 28/06/2011GRUPPO EFFEGI SPABorsa <strong>Italia</strong>naRegional Banks-Non US0,00,0-12,0-19,60,94,000 0,04,04,4 EUR10,009,008,007,006,005,004,003,002,001,000,00VolumePrice4.0003.5003.0002.5002.0001.5001.0005000Source: Bloomberg 28/06/2011€.million 2009 2010Revenue 5,71 3,63EBITDA 0,58 0,06Margin 10% 2%EBIT -0,68 -0,31Margin -12% -9%Net Income (Loss) -0,01 -0,28Margin 0% -8%Net Financial Debt -0,07 0,19Source: Bloomberg 28/06/201176


Valore <strong>Italia</strong>‣ Valore <strong>Italia</strong> is an investment company, founded in XXX that has holdings invarious finacnial sector comapnies that include:• IPB (Independant Private Bankers) SIM, an independent brokeragefirm;• IPB Advisory, an investment advisory company;• Investment and Valore, a insurance company focused at the marketfor high net wealth individuals;• IPB Management e Servizi, the administrative company of the group;• Valore <strong>Italia</strong> Real Estate, a real estate investment company;• Multi Life, a retail insurance company.Board of DirectorsFranco Guidantoni ChairmanAntonio Clemente CEOMarco Ariotti DirectorLuca PiscitelliDirectorGE <strong>Capital</strong>SponsorCentro Banca SpecialistPKF <strong>Italia</strong> Spa AuditorSource: Company financialsi ‣ On April 27 th 2011, Valore <strong>Italia</strong> was listed on MAC, an operation in which<strong>Methorios</strong> acted as the financial advisor77


Valore <strong>Italia</strong>Market DataVALORE ITALIAMarketSectorPriceΔPrice 5 day (%)ΔPrice 1 month (%)ΔPrice 6 month (%)ΔPrice 1 year (%)Number of Outstanding Share (Mln)Market Cap (€ Mln)NFD(€ Mln) @ #N/A N/AEnterprise Value (€ Mln)Borsa <strong>Italia</strong>naInvestment Companies0,5 EUR0,0-2,0n/an/a51,025,5n/an/a0,600,500,400,300,200,100,00100.00090.00080.00070.00060.00050.00040.00030.00020.00010.0000Source: Bloomberg@ 01/07/2011VolumePriceSource: Bloomberg 28/06/201178


Imvest‣ Imvest is an operator in the real estate development and trading industrylisted on MAC since March 2011.‣ Imvest’s shareholder structure is composed of <strong>Methorios</strong> <strong>Capital</strong>, whichcontributed in the capitalisation i of Imvest through h aconferment of creditin exchange for a 25% stake in the company, San Genesio ImmobiliareS.p.A, which holds a 31% stake and Isinvest 1 S.r.l. (a company belongingto the Israilovici family), which owns 43%.‣ The company is involved in commercial real estate leasing and propertymanagement, facility management for private and public clients, thedevelopment of new properties and the renovation of existing properties,and the trading of real estate assets.‣ Imvest is also active in certain specialty services including installation andmaintenance services for industrial and commercial facilities, energymanagement, bildi building fireproofing, bildi building security system installationiand health and sanitation upkeep.Board of DirectorsRaffaele Israilovici ChairmanGiacomo Capizzi CEORoberto Masoni DirectorLuca PercontiDirectorMatteo Petti DirectorGE <strong>Capital</strong>Banca Akros<strong>Methorios</strong> <strong>Capital</strong>Iter AuditSource: Company websiteSponsorSpecialistFinancial AdvisorAuditorShareholder StructureIsinvest 1 S.r.l 43.41%San Genesio Imm. 31.27%<strong>Methorios</strong> <strong>Capital</strong> 25.02%Market 0.29%Source: Company website79


ImvestMarket DataMarketSectorPriceΔPrice 5 day (%)ΔPrice 1 month (%)ΔPrice 6 month (%)ΔPrice 1 year (%)Number of Outstanding Share (Mln)Market Cap (€ Mln)NFD(€ Mln) @ 2009Enterprise Value (€ Mln)IMVEST SPABorsa <strong>Italia</strong>naReal Estate Mgmnt/Servic0,0-8,4n/an/a19,825,512.557,512.583,00,98 EUR1,201,000,800,600,400,200,0016.00014.00012.00010.0008.0006.0004.0002.0000Source: Bloomberg@ 28/06/2011VolumePriceSource: Bloomberg 28/06/2011€.million 2009 2010Revenue 0,00 0,04EBITDA 0,00 0,02Margin n/a 53%EBIT n/a n/aMargin n/a n/aNet Income (Loss) 0,00 -0,05Margin n/a -137%Net Financial Debt n/a 6,40Source: Bloomberg 28/06/201180


Via Bocca di Leone, 7800187 RomaTel: +39 06 679 1636Fax: +39 06 679 8610This document was prepared on the basis of available market information and on informationand data available in the public environment. All the necessary measures were taken to assurethe accuracy of information and data when drafting the document. Although <strong>Methorios</strong> <strong>Capital</strong>S.p.A. (“MC”) has fulfilled its obligation with respect to required due diligence, it shall not berequired to verify authenticity, completeness and correctness of information. MC refuses alldirect or indirect responsibility for decisions made on the basis of information contained withinthis document.Its is forbidden to reproduce any content of this presentation without the prior written consent ofMC. It is forbidden to provide all or part of this document to third parties without the priorwritten consent of MC.

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