BRUNELLO CUCINELLI S.P.A.
NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
S.r.l., commented as follows:
"The purpose of the transaction is to collect resources in support of the announced Project for beauty, for the enhancement of the value of our beloved land and dignity of our country.
Three parks will be created beneath the medieval village of Solomeo, in collaboration with the Foundation Brunello e Federica Cucinelli"
Solomeo, 29 January 2015 - Fedone S.r.l. ("Fedone") has launched the sale of 3,494,000
Brunello Cucinelli S.p.A. ("Company") shares, corresponding to 5.14% of the Company's share
capital, through an accelerated book built offering to institutional investors.
BofA Merrill Lynch is acting as Sole Bookrunner for the placement.
The book building will commence immediately and Fedone reserves the right to close the book at any time. Fedone will announce the outcome of the Placement upon completion.
Fedone also announces it has entered into agreements with Fundita S.r.l. and Progetto Novantuno S.r.l., companies respectively controlled by Mrs. Giovanna Manfredi and Mr. Moreno Ciarapica, board members and managers of the Company for over 20 years, for the purchase of Brunello Cucinelli shares. The agreements, conditional upon the completion of the Offering, envisage the acquisition by Fedone of a limited fraction of stakes held by Fundita and Progetto Novantuno in the Company, namely 350,000 shares (0.51% of the Company's share capital) and
46,000 shares (0.07% of the Company's share capital), respectively. The same conditions of the
Offering will apply to the shares acquired by Fedone.
Fedone confirms its full commitment to remain the controlling shareholder of the Company in the very long term.
As part of the transaction, and in line with market practice for placements of this nature, Fedone has agreed to a 365 day lock-up period with respect to its ownership of Brunello Cucinelli shares it will hold following the completion of the Offering, subject to waiver by the Sole Bookrunner. In addition, Fundita and Progetto Novantuno have agreed with Fedone to a lock-up for the same period with respect to their residual ownership of Brunello Cucinelli shares.
Disclaimer
The distribution of this announcement and the offer and sale of the Shares in certain jurisdictions may be restricted by law and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Shares are not being offered to the public in any jurisdiction and may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction. This announcement is not an offer of securities for sale in any jurisdiction, including the U.S. , Canada, South Africa, Australia or Japan. No action has been taken by the Seller, or BofA Merrill Lynch or any of their respective affiliates to permit a public offering of the shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or purchase whatsoever in any jurisdiction and shall not constitutes or form part of an offer to sell or the solicitation of an offer to buy any securities in the United States or in any other jurisdiction.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration there under or pursuant to an available exemption there from.
In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated. This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
BofA Merrill Lynch is acting for the seller and nobody else in relation to the transaction described above and will not be responsible to anyone for providing advice nor to anyone other than the seller for providing the protections offered to its clients in relation to any transaction or any matters referred to in this announcement.
In connection with any offering of the shares, BofA Merrill Lynch and any of its affiliates acting as an investor for their own account may take up as a proprietary position in any shares and in that capacity may retain, purchase or sell for their own accounts such shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of shares. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
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Contacts: Media
Vittoria Mezzanotte Ferdinando de Bellis
Brunello Cucinelli S.p.A. Barabino & Partners
Tel. +39 02/34.93.34.78 Tel. +39 02/72.02.35.35
Investor RelationsPietro Arnaboldi
Brunello Cucinelli S.p.A. Tel. +39 075/69.70.079
Corporate web-site: www.brunellocucinelli.com
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