Arnoldo Mondadori Editore S.p.A. announced today that, following the procedure to inform and negotiate with the French trade unions as set out by law, it has signed an agreement on the sale of its subsidiary Mondadori France S.A.S. to Reworld Media S.A..

The agreement is in line with the Mondadori Group’s strategy to continue along its strategic repositioning path, placing increasing focus on the more profitable core businesses.

The scope subject to sale includes the 100% interest in the share capital held by Arnoldo Mondadori Editore S.p.A. in Mondadori France S.A.S. and its subsidiaries and/or investees.

The consideration for the transaction amounts to € 70 million (cash free/debt free), plus an earn-out of € 5 million to be paid according to the terms disclosed to the market on 18 February 2019.

As a result of the deal, Arnoldo Mondadori Editore S.p.A. will hold from an 8% to 10% interest in the share capital of Reworld Media S.A..

If the transaction is completed, the estimated improvement in the Mondadori Group’s net financial position at closing date would be approximately € 59 million.

As already disclosed to the market, completion of the transaction is subject to the fulfilment of the following conditions precedent:

• authorization by the Autorité de la Concurrence;
• approval of the reserved capital increase by the shareholders of Reworld Media;
• provision of a bank loan, already authorized, to Reworld Media.

Grazia, the magazine edited by Silvia Grilli, intensifies its relationship with the world of cinema.

Grazia and QMI Stardust, a leading entertainment mar­keting and communication agency organised a special screening on Tuesday 16 April for loyal readers and fans of the magazine at the Anteo Palazzo del Ci­nema in Milan of Il Cam­pione, the latest film starring Stefano Accorsi.

In addition to Silvia Grilli, the editor of Grazia, also present at the screening were the star of the film, its director Leonardo D’Agostini, the producer Matteo Rovere and the screenwriters Giulia Steigerwalt and Antonella Lattanzi.

Il Campione is the story of Christian Ferro (played by Andrea Carpenzano), a genial and unruly football superstar, an idol to fans across the world, but whose antics make him a  constant target of the media. How can he be put back on the straight and narrow? The chairman of his club has an idea: a weekly exam: If he doesn’t pass, he doesn’t play.  Right up until he passes his high school diploma.

The film, in cinemas from today, will be much discussed, given that it starts from a common prejudice that great football players are often both uneducated and undisciplined. But there is much more to this film: there is an encounter between two apparently opposing lifestyles. That of the football player Christian Ferro and his somewhat solitary and reserved teacher, Valerio Fioretti (played by Accorsi), who has to deal with a difficult past. At the beginning they are not able to communicate, then they develop a relationship based on mutual respect and affection, that enables both of them to grow.

At the beginning of the film the teacher is weary and demotivated, but the discovers that: “For the first time I’ve once again discovered that I like this job.” The goal-scorer, meanwhile, gradually learns to keep a check on his anger and understands that the biggest challenge he faces in life is not on the field, but with himself.

The film, a Groenlandia production with Rai Cinema in association with 3 Marys Enter­tainment, is produced by Matteo Rovere and Sydney Sibilia and distributed by 01Distribution.

Today, the Shareholders’ Meeting of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, approved the financial statements for the year ended 31 December 2018 and reviewed the 2018 consolidated financial statements of the Mondadori Group. Adjusted net profit from continuing operations amounted to € 20.3 million as forecast.

As a result of the fair value adjustment of the French assets (€ -200.1 million) subject to disposal, the net loss at 31.12.2018 was € -177.1 million versus € 30.4 million in 2017. The Shareholders’ Meeting resolved to fully cover this loss by using a corresponding amount of reserves, in accordance with the proposal made by the Board of Directors.

In his report, CEO Ernesto Mauri presented the key figures on the performance of the Mondadori Group in 2018, as disclosed to the market last 14 March 2019.

Moreover, the Shareholders’ Meeting resolved, in ordinary session, on the following items on the agenda:

REMUNERATION REPORT
The Shareholders’ Meeting approved Section One of the Remuneration Report on the policy adopted for 2019 regarding remuneration to directors and key management personnel.

RENEWAL OF THE AUTHORIZATION TO PURCHASE AND SELL TREASURY SHARES
Given the approaching expiry of the previous authorization resolved on 24 April 2018, the Meeting renewed the authorization to purchase treasury shares up to a cap of 10% of its share capital. The Meeting also authorized to sell the treasury shares acquired by the Company in compliance with art. 2357-ter of the Italian Civil Code.

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

Here below is the information provided, also with regard to the provisions of art. 132 of Legislative Decree 58/1998 and to the provisions of art. 144-bis of Issuer Regulation no. 11971/1999, on the authorization issued by the Shareholders’ Meeting.

Motivations
The motivations underlying the authorization granted to purchase and sell treasury shares refer to the opportunity to attribute to the Board of Directors the power to:

• to use the treasury shares purchased as compensation for the acquisition of interests within the framework of the Company’s investments;
• to use the treasury shares purchased against the exercise of option rights, including conversion rights, deriving from financial instruments issued by the Company, its subsidiaries or third parties and to use the treasury shares for lending, exchange or transfer transactions or to support extraordinary transactions on the Company’s capital or financing transactions that imply the transfer or sale of treasury shares;
• to undertake any investments, directly or through intermediaries, including for the purpose of containing abnormal movements in share prices, stabilizing share trading and prices, supporting the liquidity of the share on the market, in order to foster the regular conduct of trading beyond normal fluctuations related to market performance, without prejudice in any case to compliance with applicable statutory provisions;
• to possibly rely on investment or divestment opportunities, if considered strategic by the Company, also in relation to available liquidity;
• to sell treasury shares as part of share-based incentive plans pursuant to art. 114-bis of Legislative Decree 58/1998, and of plans for the free allocation of shares to Shareholders.

Duration
The authorization to purchase treasury shares is set to last until the approval of the financial statements for the year ending 31 December 2019, while the authorization to sell is granted to last for an unlimited period.

Maximum number of purchasable treasury shares
The authorization refers to the purchase, including in more than one tranche, of a maximum number of ordinary shares with a nominal value of € 0.26 each, also taking into account the shares held directly or indirectly in the portfolio from time to time, up to a cap of 10% of the Company’s share capital.

Criteria for purchasing treasury shares and indication of the minimum and maximum purchasing cap
Purchases shall be made on regulated markets pursuant to the combined provisions of art. 132 of Legislative Decree no. 58/1998, of art. 5 of Regulation (EU) 596/2014, (ii) of art. 144-bis of the Issuer Regulation, (iii) of the EU and national legislation on market abuse, and (iv) of Accepted Market Practices.

Specifically, purchases shall be made on regulated markets, according to operating criteria which do not allow the direct combination of the purchase negotiation proposals with pre-determined sale negotiation proposals.

The minimum and maximum purchase price would be determined under the same conditions established by the preceding Shareholders’ Meeting authorizations, i.e. at a minimum unit price not lower than the official Stock Exchange price of the day preceding the purchase transaction, reduced by 20%, and a maximum not higher than the official Stock Exchange price of the day preceding the purchase transaction, increased by 10%.

In terms of daily prices and volumes, the purchase transactions would be completed in compliance with the conditions established in art. 3 of the Delegated Regulation (EU) 2016/1052.

Purchases instrumental in (a) the support to market liquidity and (b) the purchase of treasury shares to build a so-called “treasury shares” portfolio, shall also be made in accordance with the conditions provided by market practices, under the combined provisions of art. 180, par. 1, lett. c) of Legislative Decree 58/1998 and of art. 13 of (EU) Regulation 596/2014.

With regard to the sale of treasury shares, the Meeting resolved to authorize the Board of Directors to sell purchased treasury shares: (i) through disposal of the shares on regulated markets; (ii) as consideration in the acquisition of interests as part of the Company’s investment policy; (iii) in the exercise of option rights, including conversion rights, deriving from financial instruments issued by the Company or third parties; (iv) to service share-based incentive plans approved by the Shareholders’ Meeting without any time limits.

2019-2021 PERFORMANCE SHARE PLAN
The Shareholders’ Meeting convened today approved, pursuant to art. 114-bis of Legislative Decree 58/1998, the establishment of a Performance Share Plan for the three-year period 2019-2021 intended for the Chief Executive Officer, the CFO – Executive Director and certain managers of the Company, in accordance with the conditions previously disclosed to the market on 14 March 2019, pursuant to art. 84-bis, paragraph 1 of Issuer Regulation 11971/1999.

For details on the 2019-2021 Performance Share Plan, the beneficiaries and the main characteristics of the Regulations of the Plan, reference should be made to the Information Document drawn up by the governing body, pursuant to CONSOB Regulation no. 11971/1999, and to the Explanatory Report, published on the Company’s website www.gruppomondadori.it “Governance/Shareholders’ Meeting” section.

APPOINTMENT OF THE INDEPENDENT AUDITORS
Following expiry of the assignment to Deloitte & Touche S.p.A. on approval of the 2018 financial statements, the Shareholders’ Meeting has tasked Ernst & Young S.p.A. with the statutory audit for the years 2019-2027, approving the relating fee.

In its extraordinary session, the Shareholders’ Meeting also resolved on the:

REVOCATION AND GRANTING OF POWERS TO THE BOARD OF DIRECTORS
In its extraordinary session, the Shareholders’ Meeting adopted, in accordance with the proposals of the Board of Directors, the resolutions referred to in articles 2443 and 2420-ter of the Italian Civil Code, relating to the granting of powers to the Board of Directors to increase the share capital and issue convertible bonds.

Specifically, the Shareholders’ Meeting resolved on:

• the revocation, solely regarding the unexercised portion, of all the powers to increase the share capital and issue convertible bonds granted to the Board of Directors by the Extraordinary Shareholders’ Meeting held on 30 April 2014;
• the granting of powers to the Board of Directors, pursuant to art. 2443 of the Italian Civil Code, to make a divisible increase in the share capital against payment, on one or more occasions, reserved with pre-emptive rights to the assignees, within a period of five years from the resolution date for a maximum nominal amount of € 75,000,000;
• the granting of powers to the Board of Directors, pursuant to art. 2420-ter of the Italian Civil Code, to issue, on one or more occasions, bonds convertible into shares, for a maximum nominal amount of € 250,000,000, including, pursuant to art. 2420-ter, par. 1, of the Italian Civil Code, the powers to correspondingly increase the share capital to service the conversion by issuing ordinary shares with the same characteristics as outstanding shares, for a maximum nominal amount of € 250,000,000, within a period of five years from the resolution date;
• the granting of powers to the Board of Directors, in accordance with art. 2443 of the Italian Civil Code, to make a divisible increase in the share capital against payment, on one or more occasions, within a period of five years from the resolution date, excluding pre-emptive rights in accordance with art. 2441, par. 4, second sentence, of the Italian Civil Code, by issuing ordinary shares up to 10% of the total amount of shares forming the share capital of Arnoldo Mondadori Editore at the date of any exercise of the powers and, in any case, for a nominal amount of up to € 20,000,000.

The resolved renewal and granting of powers is motivated by the expediency to maintain and grant the Board of Directors the general powers to implement, through faster and more streamlined procedures than the resolutions adopted by the Extraordinary Shareholders’ Meeting, any capital transactions to strengthen the financial structure in support of the Group’s development targets.

With particular regard to the powers that may be exercised for capital increases with the exclusion of pre-emptive rights up to a ceiling of 10% of the existing capital, mention should be made that the offer made to third parties may represent an effective tool to increase the free float and maintain appropriate liquidity of the share at any moment, or be functional to the participation of qualified investors in the share capital, while curbing the diluting effects for existing shareholders.

NON-REPLENISHMENT OF REVALUATION RESERVES
The Extraordinary Shareholders’ Meeting also resolved not to replenish the revaluation reserves pursuant to Law no. 72 of 19 March 1983 and Law no. 413 of 30 December 1991, used, according to the resolution of today’s Ordinary Shareholders’ Meeting, to cover the losses recognized in the Company’s financial statements at 31 December 2018, with their resulting elimination, with no obligation to replenish them.

The minutes of today’s Shareholders’ Meeting will be made available in the manner and within the time limits of law.

Grazia UK, the British edition of the women’s magazine Grazia, the Mondadori Group brand that is a point of reference in fashion and a voice for issues related to current affairs, today presented in Milan the findings of a survey entitled “The Game Changers 2.0” which looked at the evolution and aspirations of British women.

Grazia UK, launched in 2005 as the country’s first glossy weekly, has always accompanied its readers by identifying content and trends to offer to its audience across all of its communication platforms.

The title’s constantly evolving editorial positioning, that mixes news with fashion and style, has made it one of the most appreciated magazines in the women’s market.

The event, which took place today at the Four Seasons Hotel in Milan, was attended by some of the most prestigious fashion and luxury companies, there to hear from speakers including Carla Vanni, director of the Grazia International Network, and Hattie Brett, editor of Grazia UK, published by Bauer Consumer Media Ltd.

The three key points to emerge from the “The Game Changers 2.0” survey, carried out on a sample of 576 British women aged between 25 and 44, and representing 4.7 million women in the United Kingdom (Source: TGI Q1 2019, showed that:

Personal happiness takes priority over career: a choice that is also reflected in the increasing amount of time dedicated to real friendships, as opposed to relationships on social media relationships.

For the majority of the sample work is perceived as a world that is overly rigid and inflexible, which interferes with the need for professional development and focuses attention on the ongoing pay gap between men and women.

Fashion and beauty content, when well done and authoritative, also become tools for fluid shopping (24/7) and strongly oriented to the purchases that readers have in mind, without losing sight of the fun side of shopping.

Grazia International Network

Grazia International Network now publishes editions in 20 countries around the world. And a global multi-channel system has been developed around the 100% Made in Italy fashion brand that every month reaches an overall community of 15 million readers, with a monthly circulation of over 10 million copies, and 35 million unique users and more than 15 million followers on social media.

As they approach 50 women feel and are in the middle of their personal and social lives, but also have to face challenges and contradictions that are among the most challenging in their existence. It is an age that is lived with pride and naturalness, but also often with the need to juggle a thousand demands between work and the family.

Donna Moderna, the women’s weekly edited by Annalisa Monfreda has developed the 50&me project to provide a response to the many issues raised, which range from beauty to work, health and caregiving and many more.

50, a turning point. How to face it in order to enjoy it and deal with the complexities? The Mondadori Group brand responds to the many questions raised with articles, videos and a Facebook live campaign dedicated to the most engaging issues for women in this period of their lives.

“Women reach the age of 50 full of energy and expectations. They feel that they still have much to give to society and are not ready to resign themselves to the role of mere spectators. Our project aims to give such women the tools they need to continue to be protagonists,” announced the editor, Annalisa Monfreda.

A large number of companies have already been brought on board by the advertising sales company Mediamond, with native and content marketing projects.

Starting with beauty: 50 is the new 30 for women. But sometimes the mirror doesn’t reflect the image of energy and vitality that one feels: a tired face and a body that begins to show small signs of wear. And it is here that the latest generation of cosmetics and new technology can be of help. With the contribution of experts from BioNike, 50&me wants to offer women concrete and practical beauty advice. This historic Italian dermocosmetic company has forever been involved in scientific and dermatological research and, with Donna Moderna, will address the theme of resilience, in other words “the capacity to absorb impact without breaking”. A concept used initially in physics, and subsequently in psychology, that seems like a made to measure definition for women.

The issue of work is also crucial for women in their fifties: in fact the number of women in this age group is increasing in companies. And work is still important for them, and yet only a very small proportion feel that their talents are used to the full: they often feel lost and in objective difficulty. This why the project – in collaboration with Gruppo Adecco – will also address the issue of repositioning in the workplace and reverse mentoring and the value that women bring within an organisation.

Women also live longer than men, but their health is often more precarious due to both biological and hormonal factors. In this area the50&me project is supported by Protein SA, that will enable us to examine issues related to prevention and integration with its key product Colpropur, which is new to the Italian market. The natural, hydrolysed collagen-based product is used for the preservation of joints, bones, muscles and skin.

The initiative, which will run until the end of the year, will also take a close look at the issue of caregiving (for those who also have to look after aging parents), with information about legal tools for the protection of caregivers, associations around the country that provide support and welfare services provided by companies. And, finally, extensive coverage will also be given to dietary and lifestyle advice for the over-50s, as well as economic and financial advice in order to manage the future in the best way possible, and much more.

50&me is also online with a special on www.donnamoderna.com/50eme that looks in detail at the issues covered in the magazine, with advice and suggestions for how to make the best of your age and looking closely at all of the opportunities and services available for women. All of these issues will also be addressed on a daily basis in the newsletter Un caffè con Donna Moderna.

A series of videos and interviews will be available live on social channels in which experts will discuss and respond to readers’ questions.

Donna Moderna, Italy’s leading network for women, is an ecosystem that through the magazine, web and social media channels, embraces a digital audience of 13 million unique users every month (Source: Audiweb TDA November 2018) and reaches 3.5 million readers each month (Source: Audipress 2018/II) to which should be added the more than 1,100,000 fans on Facebook, over 500,000 followers on Twitter and 150,000 on Instagram.

Icon Design, the Mondadori Group’s upscale architecture and interior design magazine which, in just three years, has become a point of reference in the world of design trends, is evolving and re-launching on the occasion of the Milan design Week 2019 with a new formula.

The new Icon Design edited by Annalisa Rosso, with Maria Cristina Didero in the role of editor-at-large, will devote more attention to the people on the periphery of the design world, in particular the inhabitants of the homes featured in the magazine, conversations and exchanges between the different personalities that give life to a design project.

“It will be an inclusive, open and international magazine. The image we have selected fro the cover, taken in an apartment in Milan’s Torre Velasca, is a manifesto, a synthesis of freedom, energy and innovation. The same vibe one feels at the Furniture Fair during the Milan Design Week, the city where we are based, have deep roots and from where we want to speak to and interact with the world, enabling the emergence of a range of voices, inspirations and provenances  that characterise the pages of the new Icon Design,” declared Annalisa Rosso, editor-in-chief of Icon Design.

Entirely bilingual, in Italian and English, and redesigned by Frank Studio, the new Icon Design reflects the cosmopolitan community that surrounds contemporary design and language, providing an account of what’s happening in the world from a range of particular perspectives.

In the issue of 6 April, entitled The Aesthetic of Freedom – L’Estetica della Libertà, Humberto Campana, with photographer Stefano Ferroni, has produced the main story which is about the Foundation created together with his brother Fernando in Brazil, in order to make a significant contribution to the improvement of the villages surrounding Sao Paolo. Alexandra Cunningham Cameron, who is the curator of the first project by Yona Friedman, recently presented in a Miami, reports on a conversation with the great architect, born in 1923. While Beatrice Galilee interviews Shohei Shigematsu, in 2008 the youngest partner of the OMA studio, and now directing the headquarters in New York.

Each issue will focus on a different subject: in May America, in June contemporary art, and in July and August Japan.

Among new columns, The Design Marathon will each month examine in more detail at an international Design Week. After Italy, and Milan, to which a number of features are included in the new issue, we will move to the ICFF in New York. Don’t skip the adv, edited by Simona Angioni, will take a broader look at image with a discussion about advertising from the perspective of the creators. Meanwhile, Postcards will provide a brand new vision of places and cities through the pictures shot by well-known individuals from the international world of design.

Also the site has a new look, with a visual appearance in line with  the innovation of the brand, and conceived for users who are always on the move in the urban space. Social media in general and Instagram in particular, offer an additional opportunity to talk about companies in the sector, new products and the most exclusive events in a fresh and immediate language.

A cross-over, international and open approach to different issues, will enable Icon Design to address a much wider audience of readers and advertisers. The magazine’s new formula, becoming a point of reference in the segment with 10 issues per year, has ensured significant advertising sales, with a total of 120 ad pages out of a total foliation of 426 pages.

With a circulation of 90,000 copies, Icon Design will reinforce its distribution also in qualifying locations, such as design and interiors showrooms, the SEA lounges at Milan’s Linate and Malpensa airports, upscale hotels, Mondadori bookstores, and abroad on newsstands and in the airports of the leading capitals of design, including New York, Miami, Paris, Basel, Berlin and  Monaco, as well as at important sector trade fairs.

The launch will also be accompanied by an advertising campaign planned across the main daily newspapers and in iDD Magazine, the DOOH (Digital out of home) circuit, which combines advertising with the editorial content of Mondadori’s lifestyle titles.

Icon Design will also play a leading role in the upcoming Design Week with the third edition of Icon Design Talks,  from 8 to 13 April in Milan: with a cycle of conferences, master-classes  and debates, featuring architects, designers and professionals who, through their efforts, work to redefine the relationship between people and cities and to identify our future needs and necessities.

GialloZafferano, the Mondadori Group brand and a cookery point of reference for 14 million Italian every month (Source: Audiweb 2.0, January 2019) and 7 million fans on social networks, form today is further expanding the content on its site with the inauguration of a new “Wellbeing” channel.

A section featuring over 800 recipes selected on the basis of ingredients and cooking methods, further enhanced with useful nutritional information for those who want to dedicate more attention to and awareness about the food they eat every day.

The new area, characterised by the colour green, aims to give voice to the latest trends in food, while developing the relationship between wellbeing and diet that is increasingly desired by  the food lovers of GialloZafferano: the majority of the fans on the Facebook page in other words, the “green enthusiasts” interested in the link between fitness and wellness, and 1 in 3 fans who express a particular interest in biological and vegetarian food

The brand new section of the site is completed with a  Good to know column, where, for the first time, in addition to recipes, GialloZafferano accompanies users in the preparation of dishes with information and background detail that cut across the entire are of dietary wellbeing, following the seasons and the beneficial properties of ingredients and the trend for “free from” and “rich in” products. A combination of articles, ideas and references to selected recipes guaranteed by the supervision of a biological nutritionist.

A new look, a fresh style and a range of integrated content to enhance the rest of the site. All of the 4.400 GialloZafferano recipes complete with information regarding calories and fundamental nutritional value, and for every dish, indications regarding intolerances and special dietary needs: e.g. gluten-free, lactose-free, low-nickel, vegetarian.

And the brand’s evolution and innovation doesn’t stop here as, after having been a pioneer with the introduction of Virtual Cooking Assistants, thanks to the widespread existence of devices that are compatible with  digital assistants, GialloZafferano will also become Italy’s primo “vocal” cooking site able to “talk” to its users thanks to the direct integration of Google Assistant.

In fact, from today, Google Assistat will be able to read all of the recipes on the site, offering users the chance to cook easily and comfortably without leaving the cooker. All you have to do is to click of the special key to activate assisted preparation and you can celebrate any special occasion with the perfect dish.

And for advertisers, the new channel responds to the current shelf offer of a great many food products inspired by the concept of wellbeing: biological, gluten-free, low-fat, etc. And companies can benefit from the precise delivery of display formats in closely aligned contexts, as well as finding numerous ideas for native visibility, content advertising and projects.

The launch of the new GialloZafferano will also involve Danone Activia in the role of main sponsor, exclusively for the whole of the first week.

In support of the launch a B2B and B2C has been planned with the creativity once again overseen by the agency Casiraghi Greco &, and using digital titles, social and print outlets in the sector, the iDD out of home circuit as well as the in target principal brands of the Mondadori Group.