Corporate

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.

Arnoldo Mondadori Editore S.p.A. (LEI Code 815600049A1F9AFE6666) announces the purchase on the MTA (Electronic Stock Market), in the period from 17 to 21 June 2019, of no. 42,750 ordinary shares (equal to 0.016% of the share capital) at an average unit price of Euro 1.5121 for a total amount of Euro 64,640.60.

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. 1,449,148 treasury shares, equal to 0.554% of the share capital and to 0.362% 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 10 to 14 June 2019, of no. 59,695 ordinary shares (equal to 0.023% of the share capital) at an average unit price of Euro 1.5645 for a total amount of Euro 93,391.44.

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. 1,406,398 treasury shares, equal to 0.538% of the share capital and to 0.351% of the total amount of voting rights.

Purchases in detail in the complete pdf.

Arnoldo Mondadori Editore S.p.A. announces the launch today of a treasury share buyback plan under art. 5 of Regulation (EU) no. 596/2014, in execution of the resolution adopted by the Ordinary Shareholders’ Meeting held on 17 April 2019, authorizing:

• the purchase and disposal of treasury shares for a maximum amount of up to 0.62% of the share capital, which is intended to provide the Company with the no. 1,622,581 shares required over the three-year period to meet the obligations under the “2019-2021 Performance Share Plan” approved by the same Shareholders’ Meeting;
• the continuation of the buyback plan for the purchase of the treasury shares required to service the “2017-2019 Performance Share Plan” and the “2018-2020 Performance Share Plan” in the manners and within the limits set out in the relevant Regulations.

Pursuant to Delegated Regulation (EU) 2016/1052, details of the treasury share buyback plan are shown below.

• Purpose of the plan

The purpose of the plan is the buyback of Arnoldo Mondadori Editore S.p.A. treasury shares to service the “2019-2021 Performance Share Plan” approved by the Shareholders’ Meeting held on 17 April 2019, the “2017-2019 Performance Share Plan” and the “2018-2020 Performance Share Plan”.

• Maximum amount in cash allocated to the plan

Buybacks will be made at a minimum unit price not lower than the official Stock Exchange price on the day before the purchase transaction, reduced by 20%, and at a maximum unit price not higher than the official Stock Exchange price on the day before the purchase transaction, increased by 10%. The definition of volumes and unit purchase prices will be made in accordance with the conditions set out in art. 3 of Delegated Regulation (EU) 2016/1052; specifically, no shares will be purchased at a price higher than the higher between the price of the last independent trade and the price of the highest current independent bid on the trading venue where the purchase is carried out.

• Maximum number of shares to purchase

Purchases for the 2019-2021 three-year period will regard a maximum of no. 1,622,581 ordinary shares (equal currently to 0.62% of the share capital), to be allocated to the “2019-2021 Performance Share Plan”, to the “2017-2019 Performance Share Plan” and to the “2018-2020 Performance Share Plan”.

The maximum total amount of shares under the plan is therefore within the limits of law, taking account of the treasury shares already held by the Company.

To date, Arnoldo Mondadori Editore S.p.A. holds no. 1,346,703 treasury shares, equal to 0.515% of the share capital.

• Duration of the plan

The current authorization runs until the Shareholders’ Meeting called to approve the financial statements for the year ending 31.12.2019 and is renewable prior to the Shareholders’ authorization.

• Buyback procedures

The treasury share buyback plan will be coordinated by an authorized intermediary who will make the purchases independently, with no influence from Arnoldo Mondadori Editore S.p.A. as far as the time of purchase is concerned.

Buybacks will be made pursuant to the combined provisions of art. 132 of Legislative Decree no. 58/1998 and of art. 5 of Regulation (EU) 596/2014, art. 144-bis of the Issuer Regulation, and the EU and national legislation on market abuse (including Delegated Regulation (EU) 2016/1052), in accordance with the resolutions of the above Shareholders’ Meeting of 17 April 2019, in the terms previously disclosed to the market and in accordance with applicable law. Daily purchase volumes will not exceed 25% of the daily average volume of Arnoldo Mondadori Editore S.p.A. shares traded over the 20 trading days before the dates of purchase.

Any subsequent changes to the above buyback plan will be promptly disclosed to the public by the Company in the manners and within the time limits of applicable law.

The transactions made will be disclosed to the market in the manners and within the time limits of applicable law.