Corporate

Pursuant to art. 85-bis, paragraph 4-bis of CONSOB Regulation no. 11971 of 14 May 1999, Arnoldo Mondadori Editore S.p.A. announces today that, the requirements and conditions laid down by current legislation and the Bylaws being met, the increase in voting rights for 18,000 ordinary shares of the Company has become effective.

The total amount of voting rights, indicating the number of shares forming the share capital, is outlined below.

The Mondadori Group announces that, effective today, Carmine Perna is the new managing director of Mondadori Retail S.p.A.

In his functions, Perna will work towards launching a new phase of development and transformation in a multi-channel perspective of the company that operates in the retail segment of the Mondadori Group, led by CEO Ernesto Mauri.

Mondadori Retail, chaired by Mario Resca, generated revenue of € 191.8 million in 2018 and manages the largest network of bookshops in Italy. The company operates across the Country through approximately 600 directly-managed or franchised points of sale and online with mondadoristore.it.

Carmine Perna – 49, born in Serino (AV) and a graduate in business administration at the Bocconi University of Milan – joined the Mondadori Group in 2006 working in the Administration, Finance and Control Department, before holding positions of increasing responsibility. In 2007, he was appointed CFO of Mondadori France and, in 2010, Executive Director of Finance & Operations of the French subsidiary, before becoming General Managing Director in March 2013, a position he kept until completion of the sale.

Under his leadership, Mondadori France has strengthened its position as one of the top French magazine publishers: in recent years, Perna implemented a major transformation that led to the review and re-launch of all magazines and to a strong plan for brand diversification, including in the digital segment.

Prior to that, Perna worked with the SISAL Group, in H3G S.p.A. and for the Ventaglio Group, holding various roles in the finance area.

The Mondadori Group wishes to thank Pierluigi Bernasconi – who has decided to leave Mondadori Retail for personal reasons and in agreement with the company – for the valuable contribution and professionalism he has shown during his tenure.

Arnoldo Mondadori Editore S.p.A. announces the finalization today of the sale of its subsidiary Mondadori France S.A.S. to Reworld Media S.A. in execution of the agreement signed and disclosed to the market last 19 April.

Following this transaction, the Mondadori Group completes a further phase on the path of strategic repositioning, with increased focus on the Books Area and the development of new areas of business.

The consideration from the transaction amounts to € 70 million (cash free/debt free), plus an earn-out of € 5 million, according to the terms disclosed last 24 July.

Concurrent to the completion of the sale of Mondadori France, Arnoldo Mondadori Editore S.p.A. today repaid in full the Credit Line B of € 100 million, stipulated on 22 December 2017 with a pool of three banks (Banca Popolare di Milano S.p.A., Intesa San Paolo S.p.A. and Unicredit S.p.A.) as part of the loan agreement expiring in December 2022.

Arnoldo Mondadori Editore S.p.A. (LEI Code 815600049A1F9AFE6666) announces the purchase on the MTA (Electronic Stock Market), in the period from 22 to 26 July 2019, of no. 59,000 ordinary shares (equal to 0.023% of the share capital) at an average unit price of Euro 1.4917 for a total amount of Euro 88,012.10.

These transactions were made under the authorization to purchase treasury shares approved by the Shareholders’ Meeting on 17 April 2019 (previously disclosed pursuant also to art. 144 bis of Consob Regulation 11971/99, to art. 5 of Regulation (EU) 596/2014 and to art. 132 of Legislative Decree 58/98).

The following table details the purchases made per day in the above period of Arnoldo Mondadori Editore S.p.A. ordinary shares, ISIN IT0001469383:

The purchases were made through the authorized intermediary Equita Sim S.p.A. (LEI Code 815600E3E9BFBC8FAA85).

Following the purchases made so far, Arnoldo Mondadori Editore S.p.A. holds no. 1,728,703 treasury shares, equal to 0.661% of the share capital and to 0.431% of the total amount of voting rights.

Purchases in detail in the complete pdf.

Arnoldo Mondadori Editore S.p.A. announces that today the sale of its subsidiary Mondadori France S.A.S. to Reworld Media S.A. has received clearance from the Autorité de la Concurrence.

In accordance with the remedy set out in the clearance, Reworld Media undertakes to sell a title of its choice that could be either L’Auto-Journal, published by the joint venture EMAS (Editions Mondadori Axel Springer), or Auto Moto, published by Reworld Media.

In this context, as an update to the announcement made last 18 February, the parties have agreed to supplement, as indicated in point (iii), the structure of the consideration from the transaction, which remains – as expected – of € 70 million (cash free/debt free), also adding an earn-out of € 5 million:

• 86% of the value of the investment – equal to € 60 million – will be paid in cash, € 50 million of which at the closing date, and € 10 million 24 months from the closing date; the deferred payment is not subject to any condition;
• the remaining 14% of the value of Mondadori France S.A.S., equal to a nominal value of € 10 million, will be paid through issue of no. 3,558,718 Reworld Media S.A. shares, to be subscribed by Arnoldo Mondadori Editore S.p.A. at a price equal to € 2.81 per share;
• Arnoldo Mondadori Editore S.p.A. additionally undertakes to subscribe – in the period from the closing date to 31/1/2020 – to a capital increase for a maximum amount of € 12.6 million in Reworld Media shares, at a price equal to the average of the closing trading price over the 20 days prior to the date of approval of the capital increase.

Following the subscriptions, Arnoldo Mondadori Editore S.p.A. is expected to hold an investment between 14% and 16% in Reworld Media S.A ; the estimated improvement in the Mondadori Group’s net financial position will be approximately €63 million, up versus the announcement made last 19 April.

As already disclosed to the market, completion of the sale is subject to the fulfilment of two conditions precedent:

• approval of the reserved capital increase by the shareholders of Reworld Media (referred to in point ii);
• provision of a bank loan, already authorized, to Reworld Media.

Arnoldo Mondadori Editore S.p.A. (LEI Code 815600049A1F9AFE6666) announces the purchase on the MTA (Electronic Stock Market), in the period from 15 to 19 July 2019, of no. 55,000 ordinary shares (equal to 0.021% of the share capital) at an average unit price of Euro 1.5403 for a total amount of Euro 84,715.40.

These transactions were made under the authorization to purchase treasury shares approved by the Shareholders’ Meeting on 17 April 2019 (previously disclosed pursuant also to art. 144 bis of Consob Regulation 11971/99, to art. 5 of Regulation (EU) 596/2014 and to art. 132 of Legislative Decree 58/98).

The following table details the purchases made per day in the above period of Arnoldo Mondadori Editore S.p.A. ordinary shares, ISIN IT0001469383:

The purchases were made through the authorized intermediary Equita Sim S.p.A. (LEI Code 815600E3E9BFBC8FAA85).

Following the purchases made so far, Arnoldo Mondadori Editore S.p.A. holds no. 1,669,703 treasury shares, equal to 0.639% of the share capital and to 0.417% of the total amount of voting rights.

Purchases in detail in the complete pdf.

Arnoldo Mondadori Editore S.p.A. (LEI Code 815600049A1F9AFE6666) announces the purchase on the MTA (Electronic Stock Market), in the period from 8 to 12 July 2019, of no. 55,000 ordinary shares (equal to 0.021% of the share capital) at an average unit price of Euro 1.5627 for a total amount of Euro 85,949.60.

These transactions were made under the authorization to purchase treasury shares approved by the Shareholders’ Meeting on 17 April 2019 (previously disclosed pursuant also to art. 144 bis of Consob Regulation 11971/99, to art. 5 of Regulation (EU) 596/2014 and to art. 132 of Legislative Decree 58/98).

The following table details the purchases made per day in the above period of Arnoldo Mondadori Editore S.p.A. ordinary shares, ISIN IT0001469383:

The purchases were made through the authorized intermediary Equita Sim S.p.A. (LEI Code 815600E3E9BFBC8FAA85).

Following the purchases made so far, Arnoldo Mondadori Editore S.p.A. holds no. 1,614,703 treasury shares, equal to 0.618% of the share capital and to 0.403% of the total amount of voting rights.

Purchases in detail in the complete pdf.

Arnoldo Mondadori Editore S.p.A. informs that – with the ruling issued by the Court of Nanterre on 26 June 2019 – the Comité social et économique’s request to suspend the sale process of Mondadori France to Reworld Media has been deemed inadmissible.

Arnoldo Mondadori Editore S.p.A. also takes note of the decision of the Court of Nanterre dated last 11 July, following the appeal filed by the Comité social et économique of Mondadori France, and – through Mondadori France – will comply with the Court’s request to initiate, within the established time limit of 8 days, the annual information and consultation procedure of the Comité on the company’s strategic guidelines, pursuant to art. L. 2312-24 of the Labour Code.

Arnoldo Mondadori Editore S.p.A. (LEI Code 815600049A1F9AFE6666) announces the purchase on the MTA (Electronic Stock Market), in the period from 1 to 5 July 2019, of no. 55,000 ordinary shares (equal to 0.021% of the share capital) at an average unit price of Euro 1.5573 for a total amount of Euro 85,653.56.

These transactions were made under the authorization to purchase treasury shares approved by the Shareholders’ Meeting on 17 April 2019 (previously disclosed pursuant also to art. 144 bis of Consob Regulation 11971/99, to art. 5 of Regulation (EU) 596/2014 and to art. 132 of Legislative Decree 58/98).

The following table details the purchases made per day in the above period of Arnoldo Mondadori Editore S.p.A. ordinary shares, ISIN IT0001469383:

The purchases were made through the authorized intermediary Equita Sim S.p.A. (LEI Code 815600E3E9BFBC8FAA85).

Following the purchases made so far, Arnoldo Mondadori Editore S.p.A. holds no. 1,559,703 treasury shares, equal to 0.597% of the share capital and to 0.389% of the total amount of voting rights.

Purchases in detail in the complete pdf.

Arnoldo Mondadori Editore S.p.A. (LEI Code 815600049A1F9AFE6666) announces the purchase on the MTA (Electronic Stock Market), in the period from 24 to 28 June 2019, of no. 55,555 ordinary shares (equal to 0.021% of the share capital) at an average unit price of Euro 1.5242 for a total amount of Euro 84,678.14.

These transactions were made under the authorization to purchase treasury shares approved by the Shareholders’ Meeting on 17 April 2019 (previously disclosed pursuant also to art. 144 bis of Consob Regulation 11971/99, to art. 5 of Regulation (EU) 596/2014 and to art. 132 of Legislative Decree 58/98).

The following table details the purchases made per day in the above period of Arnoldo Mondadori Editore S.p.A. ordinary shares, ISIN IT0001469383:

The purchases were made through the authorized intermediary Equita Sim S.p.A. (LEI Code 815600E3E9BFBC8FAA85).

Following the purchases made so far, Arnoldo Mondadori Editore S.p.A. holds no. 1,504,703 treasury shares, equal to 0.576% of the share capital and to 0.375% of the total amount of voting rights.

Purchases in detail in the complete pdf.