PROFESSIONAL SEGMENT

The Professional Segment, addressed to professional investors, is designed to meet the listing needs of a diversified pool of issuers.

In particular, the Professional Segment is dedicated to:

Gradual access to markets

companies wishing to access the market more gradually, progressively adopting the necessary structure to operate on the market open to retail investors.

Start-ups and scale-ups

companies have generated revenues coming from products / services sales for less than 1 year and have to start the core functions / processes required by the business model.

Just Listing operations

  • companies which have no immediate capital raising needs;
  • companies which prefer to wait for better market conditions than those faced in the offering period;
  • companies wishing to increase their visibility to investors, before proceeding with the offering.

Offering structure

companies which structure their offer with complex products, not suitable for retail customers.

The Professional Segment is addressed to SMEs that have the potential to achieve excellence. The regulatory approach of the Professional Segment is also characterized by regulatory flexibility, minimum bureaucracy and ease of access.

The Professional Segment also benefits from some peculiarities according to the type of investors and the trading method.

Free float:

  • 10% shared between at least 5 investors, including non-institutional or professional ones;
  • If the free float is between a minimum of 2% and 10% Borsa Italiana orders the admission and the simultaneous suspension;
  • If the free float requirement has not met for 2 years, Borsa Italiana orders the delisting from the Professional Segment.

Documentation:

  • Admission document

Negotiation:

  • Negotiations are only accessible to professional investors;
  • Sales transactions are permitted for non professional investors only to existing shareholders at admission;
  • Specialist is not required;
  • Negotiations occur on a single daily price, according to the auction mechanism;
  • The minimum trading lot corresponds to an equivalent of € 5,000.

Requirements

Substantial requirements

These requirements refer to real growth process and company internal control:

  • Value creation
  • Sustainable and reliable strategy
  • Transparent accounting
  • Strong competitive positioning
  • Independent management control system
  • Growing revenues and margins
  • Experienced management
  • Strong financial structure

Formal requirements

The formal requirements for admission are included in Regulation.

Formal requirements at IPO

Professional Segment

Free Float

10% (5 investors) *

Audited financial statements

1 (if existing)

Accounting principles

Italian / International / American

Offering

Not mandatory

Other documents

Admission document

Market Cap

No formal requirements

Advisor

Nomad

Appropriateness Declaration

Yes

Working Capital Declaration

Limited declaration is allowed

Governance

Board of Directors

Investor Relations Manager

Not Mandatory

Website

Mandatory

* If the free float is between a minimum of 2% and 10% Borsa Italiana orders the admission and the simultaneous suspension.  If the free float requirement has not met for 2 years, Borsa Italiana orders the delisting from the Professional Segment.

Formal requirements post IPO

Professional Segment

Retail negotiation

No*

Type of negotiation

Single daily auction

Minimum lot

5,000 Euros

Takeover

Statutory

Specialist

Not Mandatory

Nomad

Mandatory

Half year data

Yes - within 3 months from half year closing

Year-end data

Yes - within 6 months from year closing

Communication thresholds

Yes

MAR

Applicable

Transfer to AIM Italia

Statement on working capital (if released limited” at first admission; free float requirement, Investor Relations Manager; Board of Directors with 1 independent director)

* Sales transactions are permitted for non professional investors only to existing shareholders at admission.

Companies interested in learning more about the Professional Segment can send an e-mail to aimitalia@borsaitaliana.it.

 


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