Corporate

Disclosure on the purchase of treasury shares from 15 to 19 July 2019

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:

DATE QUANTITY AVERAGE PRICE (€) AMOUNT (€)
15/07/2019 11,000 1.5689 17,257.90
16/07/2019 11,000 1.5401 16,941.10
17/07/2019 11,000 1.5605 17,165.50
18/07/2019 11,000 1.5360 16,896.00
19/07/2019 11,000 1.4959 16,454.90

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.

Disclosure on the purchase of treasury shares from 8 to 12 July 2019

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:

DATE QUANTITY AVERAGE PRICE (€) AMOUNT (€)
08/07/2019 11,000 1.5656 17,221.60
09/07/2019 11,000 1.5634 17,197.40
10/07/2019 11,000 1.5595 17,154.50
11/07/2019 11,000 1.5588 17,146.80
12/07/2019 11,000 1.5663 17,229.30

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.

Press Release

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.

Disclosure on the purchase of treasury shares from 1 to 5 July 2019

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:

DATE QUANTITY AVERAGE PRICE (€) AMOUNT (€)
01/07/2019 10,805 1.5854 17,130.25
02/07/2019 11,195 1.5508 17,361.21
03/07/2019 11,000 1.5425 16,967.50
04/07/2019 11,000 1.5585 17,143.50
05/07/2019 11,000 1.5501 17,051.10

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.

Disclosure on the purchase of treasury shares from 24 to 28 June 2019

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:

DATE QUANTITY AVERAGE PRICE (€) AMOUNT (€)
24/06/2019 11,305 1.4966 16,919.06
25/06/2019 11,250 1.4879 16,738.88
26/06/2019 11,000 1.5037 16,540.70
27/06/2019 11,000 1.5522 17,074.20
28/06/2019 11,000 1.5823 17,405.30

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.

Disclosure on the purchase of treasury shares from 17 to 21 June 2019

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:

DATE QUANTITY AVERAGE PRICE (€) AMOUNT (€)
17/06/2019 11,000 1.5105 16,615.50
18/06/2019 1,250 1.4984 1,873.00
19/06/2019 11,000 1.5086 16,594.60
20/06/2019 8,500 1.5178 12,901.30
21/06/2019 11,000 1.5142 16,656.20

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.

Disclosure on the purchase of treasury shares from 10 to 14 June 2019

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:

DATE QUANTITY AVERAGE PRICE (€) AMOUNT (€)
10/06/2019 11,000 1,5797 17.376,70
11/06/2019 11,000 1,5832 17.415,20
12/06/2019 15,000 1,5659 23.488,50
13/06/2019 15,000 1,5481 23.221,50
14/06/2019 7,695 1,5451 11.889,54

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.

Launch of buyback plan to service the 2019-2021, 2018-2020 and 2017-2019 performance share plans

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.

Notice on total amount of voting rights

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 139,355,950 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.

Updated situation Previous situation
Number of shares forming the share capital Number of voting rights Number of shares forming the share capital Number of voting rights
Total of which: 261,458,340 400,814,290 261,458,340 261,458,340
Ordinary shares ISIN IT0001469383 (with regular dividend entitlement: 1/01/2019) current coupon number: 21 122,102,390 122,102,390 261,458,340 261,458,340
Ordinary shares with increased voting right ISIN IT0005366684
(with regular dividend entitlement: 1/01/2019) current coupon number: 21
139,355,950 278,711,900 0 0

The Special List, updated in accordance with art. 7.8 of the Bylaws, is available on the Company website in the Governance – “Shareholders’ Meeting/Increased voting rights” section.

Agreement signed on sale of Mondadori France to Reworld Media

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.