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Fundraising for Revo, an Italian SPAC focused on the insurance sector, is starting today. Revo is promoted by Alberto Minali (former ceo of Cattolica Assicurazioni and former general manager of Generali) and Claudio Costamagna (former country head and chairman of Goldman Sachs in Italy, former chairman of Cdp, founder of the fintech AdviseOnly and of the financial consultancy firm CC e Soci). The news was announced yesterday by the two SPAC’s promoters at a press conference (see the press release here). Revo is assisted in the operation by Gianni & Origoni law firm, by Studio ZNR notaries and by financial advisor PwC.
The news that Mr. Minali was working on an insurance-oriented SPAC, even though its name was not yet known, was leaked last March (see here a previous article by BeBeez). The new Spac aims to raise up to 200 million euros. The placement will be handled by Intesa Sanpaolo and UBS (joint global coordinator and joint bookrunner) and by Equita (joint bookrunner, nomad and specialist).
Vittoria Assicurazioni, Fondazione Cariverona and Scor Reinsurance Group have already joined as cornerstone investor with 15 million euros each with a one-year lock-up committement starting from listing. In addition, they will invest one million euros each before listing with fully risky and subordinated capital with respect to ordinary shares. By the end of the month, Revo is going public on the Aim Italia market of the Italian Stock Exchange, while in perspective it intends to move to the main market, given “the distrust of many institutional investors towards Aim”, Mr. Costamagna explained .
Revo has an innovative structure, as an immediate conversion of promoters’ special shares into ordinary shares is not envisaged at listing or at business combination but only upon exceeding two price thresholds, respectively 12.50 and 14 euros per share. Furthermore, according to BeBeez, in the event that SPAC was subject to a takeover bid or change of control, a 40% of all special shares would be converted into ordinary shares upon reaching 12.5 euros per share and the subsequent 60% would be converted upon reaching 14 euros. Moreover, the promoters will be the management team that will lead Revo and will be bound to the project for a period of 5 years.
The promoters will invest directly more than 7 million euros, over 3.5% of the total fundraising target of the SPAC, a percentage amount that is at the highest levels of the average of the SPAC market. In the event of a takeover bid / opas promoted on the basis of a reference price lower than the initial placement price (10 euros per share), the same treatment will be guaranteed for investors and promoters.
Once the fundraising and listing have been completed, Revo intends to identify and acquire a company operating in the insurance sector in order to create, after the business combination, an insurance group with a strong insurtech connotation, with the aim of becoming a leader in the specialty sector of SMEs and in the new world of parametric risks. The companies subject to acquisition will be immediately optimized as regards the operational structure.
With regard to governance, the promoters of Revo will cover the top roles of the operational management of the combined entity: Costamagna will take on the position of chairman, Alberto Minali will fill the role of ceo while Simone Lazzaro will be the chief underwriting officer, Jacopo Tanaglia the financial director and Stefano Semolini the general counsel. The board of directors will be composed of Claudio Costamagna (chairman), Alberto Minali (managing director), Elena Biffi (currently in the Fineco board of directors), Elena Pistone (specialist in the insurtech sector) and Ignazio Rocco di Torrepadula (founder of the Italian fintech Credimi). The members of the board of statutory auditors will be Alfredo Malguzzi (chairman), Rosella Colleoni and Alessandro Copparoni.
Revo is the second insurance SPAC launched in Italy after Archimede, founded by Andrea Battista (former ceo of Eurovita), who in May 2018 had raised 64 million euros and then made the business combination with Net Insurance (see here a previous article by BeBeez).