Shareholder rift casts shadow over Italy's SEA market debut

MILAN Fri Nov 23, 2012 1:15pm EST

MILAN Nov 23 (Reuters) - A rift between the two biggest shareholders in Italian airport operator SEA has put its share sale in doubt less than two weeks before it is due to make its stock market debut, which will be only the third Milan listing since 2011.

F2i, an infrastructure investment fund with a stake of just under 30 percent in SEA, has criticised the listing and accused the company of withholding sensitive data, including negative airport traffic numbers, from its prospectus.

A source close to the matter told Reuters Italian market regulator Consob had told SEA to add the relevant information - an embarrassment for the company and its largest investor, the city of Milan, in the middle of the marketing process.

SEA declined to comment.

"Changing the prospectus halfway through the roadshow and having your investors bicker in public does not bode well for the IPO (Initial Public Offering). The whole thing looks pretty shaky," said a Milan-based fund manager who spoke on condition of anonymity.

SEA runs Milan's Linate and Malpensa airports and plans to float up to 23.8 percent of the group. The listing is backed by the city of Milan, which has a 56 percent stake in SEA.

The company, which was already forced to scrap plans to list last year because of market turmoil, has set a price range of 3.2-4.3 euros per share, valuing it at up to 1.075 billion euros ($1.4 billion), according to the prospectus.

"The lower end of the range reflects the company's fundamentals, but this is a difficult time to be going for an IPO," said Gian Paolo Rivano, a fund manager at Gesti Re sgr, who said he was staying away from the share offer.

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F2i, which bought its stake in SEA last December when the group was valued at 1.3 billion euros or around 5 euros per share, is opposed to the terms and the timing of the listing as it would be forced to write down the value of its own holding.

In a Nov. 19 letter to the Milan city council, seen by Reuters, F2i said it had "no obligation to accept a listing at any cost or context whatsoever."

F2i declined to comment.

This puts SEA's chief financial officer, Michele Pallottini, who was chosen by F2i, in a difficult spot. He is promoting a listing in Italy and abroad which his main backer disagrees with. The marketing process started on Nov. 19 and ends on Nov. 30.

SEA Chairman Giuseppe Bonomi, whose pledge to pay a dividend of up to 70 percent of profits is also contested by F2i, said last week there had been a lot of investor interest.

A source at one of the offer's global coordinators was, however, more cautious. "Since Thursday we have seen an increase in orders, we hope it's a sign of a rising trend," the source said, adding that foreign investors did not seem too aware of the spat between F2i and the city of Milan.

In the listing, which will also include the issuing of new shares, the cash-strapped Province of Milan is selling a 14.6 stake. The city of Milan and F2i will have their stakes diluted to 48 and 26 percent respectively.

Banca IMI, Mediobanca, Morgan Stanley and UniCredit are global coordinators for the share offer.

After months of inactivity, Europe saw a pick-up in share sales in October, with companies including German insurer Talanx , Britain's Direct Line and Telefonica Deutschland successfully completing market debuts.

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