Corporate

Following today’s meeting of the Board of Directors of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, the Chief Executive Officer of the Mondadori Group, Ernesto Mauri, signed a put option, whereby Arnoldo Mondadori Editore S.p.A. has guaranteed itself the right to sell its subsidiary Mondadori France S.A.S. to Reworld Media S.A..

The disposal plan is part of the Mondadori Group’s repositioning strategy to place greater focus on the Books Area, and involves 100% of the stake held by Arnoldo Mondadori Editore S.p.A. in Mondadori France S.a.S. and the relating investments (revenue of € 330 million and EBITDA of € 18.4 million recorded in 2017).

The value for Mondadori France has been set at € 70 million (cash free/debt free), plus an earn-out of € 5 million.

Under the terms for exercising the put option:

• 86% of the value of the investment – € 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., for a nominal value of € 10 million, will be paid through issue of new Reworld Media S.A. shares, to be subscribed by Arnoldo Mondadori Editore S.p.A. at a price equal to 112.5% of the average stock market price over the 20 days before the signing and, in any case, ranging from a floor of € 2.2 to a cap of € 2.9.

Following the subscription, Arnoldo Mondadori Editore S.p.A. would hold from an 8% to a 10% interest in the share capital of Reworld Media S.A..

The transaction envisages a price adjustment mechanism linked to the achievement of pre-established targets relating to 2018 adjusted EBITDA and normalized net working capital at the closing date.

The earn-out to Arnoldo Mondadori Editore S.p.A. will be subject to the achievement in 2020, by Reworld Media S.A. in the new set-up, of certain financial results.

Under the terms for exercising the put option, Arnoldo Mondadori Editore S.p.A. is also required to provide the buyer with the usual representations and warranties.

If the deal is finalized, the Mondadori Group’s net financial position is expected to improve by approximately € 58 million at the closing date, considering: financial payables to third parties in Mondadori France (approximately € 7 million); fair value adjustment of Reworld Media shares subscribed by Arnoldo Mondadori Editore S.p.A. at closing (approximately € 3 million calculated to date); transaction costs of € 2 million.

In the financial statements for the year ended 31.12.2018, the result from discontinued operations, including impairment, is expected to be basically in line with the amount recorded in the Interim Management Statement at 30.09.2018.

Pursuant to the provisions of law, Mondadori France S.a.S. will start negotiations with its union representatives.

If the put option is exercised, the parties will sign a purchase and sale agreement envisaging completion of the transaction if the following conditions precedent are met:

• authorization issued by the Autorité de la Concurrence;
• approval of a reserved capital increase by the shareholders of Reworld Media;
• disbursement of a bank loan to Reworld Media.

From today Andrea Santagata will take on the role of Chief Innovation Officer of the Mondadori Group.

The creation of this new position, reporting directly to the chief executive Ernesto Mauri, is a response to the Group’s determination to continue to invest in the development and formulation of digital and transformation strategies across all of Mondadori’s activities.

Among his responsibilities, Andrea Santagata will also oversee the study and implementation of new business models, in coordination with the heads of the different Areas, with the aim of further enhancing the Group’s assets and brands.

His objectives will also include the promotion of a culture of innovation across the entire company and the introduction of new methods able to facilitate the exchange of know-how.

Born in Pisa, Santagata, 46, graduated cum laude in Mechanical Engineering from the University of Pisa. He began his career in the world of the internet and digital at Libero.it. The experience he gained between 2001 and 2007 at Matrix S.p.A., where, from 2004 to 2007, he was the marketing director of Virgilio, led him to set up Splinder, Italy’s first blogging platform, and the start-ups Liquida and Sitonline.

His career continued at Banzai where he moved in 2007 as head of marketing, before becoming, in 2009, chief executive of Banzai Media, bought by the Mondadori Group in 2016.

Santagata will maintain his position as deputy general manager of the Mondadori Group’s Magazines Italy Area, which is led by the general manager Carlo Mandelli.

Andrea Santagata is also a member of the boards of Mediamond and Adkaora.

Riccardo Ruini is to be the new creative director of Icon, the Mondadori Group’s fashion and lifestyle magazine.

Riccardo Ruini began his professional career in advertising, working for leading international agencies. Art Director for the Fendi Group in the mid 1990s, he then went on to oversee iconic campaigns for some of the most prestigious luxury brands, including Bulgari, Gucci and Valentino and curated the art direction of more than ten international magazines, including Vogue Japan and GQ Style UK. During his career Ruini has also collaborated with numerous talents from the worlds of photography, art, cinema and music.

This appointment completes the new team of the magazine led by the editor Andrea Tenerani which has also seen the arrival of Federico Sarica in the role of editor-at-large.

The new formula of Icon, which will make its debut with the March issue, will give pride of place to a more focused presentation of style and Italian savoir-faire, with men and their passions at the centre. More fashion, but also more stories, more background and a more selective approach, in order to give readers a tool to help them find their way in the world of contemporary style.

Arnoldo Mondadori Editore S.p.A. today announced, as per Art. 2.6.2 of the regulations governing markets organised and managed by Borsa Italiana S.p.A., the corporate events scheduled for 2019:

• Thursday 14 March 2019: meeting of the Board of Directors for the approval of the Annual Report for the year ended 31 December 2018;
• Wednesday 15 May 2019: meeting of the Board of Directors for the approval of the Interim Management Statement at 31 March 2019;
• Tuesday 30 July 2019: meeting of the Board of Directors for the approval of the Half-Year Report at 30 June 2019;
• Wednesday 13 November 2019: meeting of the Board of Directors for the approval of the Interim Management Statement at 30 September 2019.

The Annual General Meeting of the Shareholders for the approval of the Annual Report for the year ended 31 December 2018 will be held on first calling on Wednesday 17 April 2019.

Presentations to the financial community of the results for the full year at 31 December 2018, the Half-Year Report at 30 June 2019 and the Interim Management Statements at 31 March and at 30 September 2019 will be held on the dates, as indicated above, of the respective meetings of the Board of Directors.

Any changes will be promptly communicated to the market.

Mention should be made that Arnoldo Mondadori Editore S.p.A., as a company listed on the STAR segment of Borsa Italiana, will publish the Interim Management Statements at 31 March 2019 and at 30 September 2019 – pursuant to art. 2.2.3, par. 3, of the Borsa Italiana Regulations – within 45 days after the end of the first, third and fourth quarters of the year (with exemption from the publication of the interim report on the fourth quarter if the annual financial report, together with the other documents referred to in art. 154 – ter, par. 1, of the Finance Consolidation Act, is made available within 90 days after year end). The Interim Management Statements will be made available, in accordance with current regulations, at the Company’s registered office, on the Company’s website www.gruppomondadori.it (Investors section), and through the authorized storage mechanism (www.1info.it), together with the relating press releases.

From January Annalisa Rosso will be the new editor of Icon Design, the upscale magazine of design, architecture and interiors of the Mondadori Group; at the same time Maria Cristina Didero will take on the role of di editor-at-large.

With this new team, Icon Design will cover the world of design in all its varied facets through stories about cutting edge personalities, objects, homes and projects.
A multi-disciplinary and international approach open to the broadest range of issues and aimed at an expanding target of readers and advertisers, who have rewarded a formula that has become a point of reference with excellent results in terms of advertising revenues.

Design journalist and independent curator, Annalisa Rosso has written for and overseen production for numerous national and international titles, including Casa Vogue Brasil, Living, Alla Carta, Wallpaper, Ideat, 032c, Architektur und Wohnen. She led the launch of the new Domusweb designed by Mark Porter in 2017 and has worked as a consultant for numerous brands in the sector.
She has been a guest lecturer at the Design Canberra Festival 2018, the University of Genoa, TEDx Talks, the Salone del Mobile.Milano Shanghai and the Triennale in Milan.
She curated the seventh edition of Operae, the independent design fair in Turin, and the personal exhibition of Valentina Cameranesi in Milan’s 5VIE district, during Miart and the Milano Design Week in 2018.

Maria Cristina Didero is an independent curator, author and freelance journalist. She has worked with national and international institutions and a number of titles, including Vogue, Domus and Icon Design.
Her most recent projects include the exhibition SuperDesign in New York about radical Italian design; one-man show of Erez Nevi Pana entitled Vegan Design – Or The Art of Reduction for the Milan Design Week 2018; Fun House, an anthology dedicated to the Snarkitecture  collective, at the National Building Museum in Washington D.C.. During the latest edition of the Design Week in Prague, OKOLO has dedicated and curated an exhibition of her texts, graphically visualised.

Arnoldo Mondadori Editore S.p.A. (LEI Code 815600049A1F9AFE6666) announces the purchase on the MTA (Electronic Stock Market), in the period from 10 to 14 December 2018, of no. 4,003 ordinary shares (equal to 0.002% of the share capital) at an average unit price of Euro 1.4471 for a total amount of Euro 5,792.74.

These transactions were made under the authorization to purchase treasury shares approved by the Shareholders’ Meeting on 24 April 2018 (previously disclosed pursuant also to art. 144 bis of Consob Regulation 11971/99 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. 1,346,703 treasury shares, equal to 0.515% of the share capital.

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 3 to 7 December 2018, of no. 15,000 ordinary shares (equal to 0.006% of the share capital) at an average unit price of Euro 1.4898 for a total amount of Euro 22,347.60.

These transactions were made under the authorization to purchase treasury shares approved by the Shareholders’ Meeting on 24 April 2018 (previously disclosed pursuant also to art. 144 bis of Consob Regulation 11971/99 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. 1,342,700 treasury shares, equal to 0.514% of the share capital.

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 26 to 30 November 2018, of no. 15,000 ordinary shares (equal to 0.006% of the share capital) at an average unit price of Euro 1.4298 for a total amount of Euro 21,446.25.

These transactions were made under the authorization to purchase treasury shares approved by the Shareholders’ Meeting on 24 April 2018 (previously disclosed pursuant also to art. 144 bis of Consob Regulation 11971/99 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. 1,327,700 treasury shares, equal to 0.508% of the share capital.

Purchases in detail in the complete pdf.

Icon, the magazine dedicated to the passions of the contemporary male edited by Andrea Tenerani, is reinforcing its team with the addition of Federico Sarica in the role of editor-at-large.

Sarica brings to Icon all of his professional experience with the aim of enhancing even more the global and contemporary approach that characterises the successful formula of the Mondadori Group brand.

Turin-born and Milan-based, Sarica has extensive experience as a journalist, having collaborated with, among many titles, il Foglio, D di Repubblica, Vogue and l’Uomo Vogue. In 2011 he was among the founders of Studio, a magazine of news, current affairs, culture and lifestyle, of wich he will continue to be editor-in-chief.

Arnoldo Mondadori Editore S.p.A. (LEI Code 815600049A1F9AFE6666) announces the purchase on the MTA (Electronic Stock Market), in the period from 19 to 23 November 2018, of no. 16,000 ordinary shares (equal to 0.006% of the share capital) at an average unit price of Euro 1.3380 for a total amount of Euro 21,408.40.

These transactions were made under the authorization to purchase treasury shares approved by the Shareholders’ Meeting on 24 April 2018 (previously disclosed pursuant also to art. 144 bis of Consob Regulation 11971/99 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. 1,312,700 treasury shares, equal to 0.502% of the share capital.

Purchases in detail in the complete pdf.