Brunello Cucinelli — Share Issue/Capital Change 2018

Jan 9, 2018

Informazione Regolamentata n. 1264-4-2018		Data/Ora Ricezione 09 Gennaio 2018 17:41:31	MTA
Societa'	:	BRUNELLO CUCINELLI
Identificativo Informazione Regolamentata	:	97831
Nome utilizzatore	:	BRUNECUCIN02 - De Angelis
Tipologia	:	REGEM
Data/Ora Ricezione	:	09 Gennaio 2018 17:41:31
Data/Ora Inizio Diffusione presunta	:	09 Gennaio 2018 17:41:32
Oggetto	:	Fedone - accelerated bookbuild offering to institutional investors
Testo del comunicato

Vedi allegato.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO THE U.S., CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING THE U.S., CANADA, SOUTH AFRICA, AUSTRALIA OR JAPAN. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.

Press Release

PROHIBITED BY APPLICABLE LAW

BRUNELLO CUCINELLI: Fedone S.r.l. launches the sale of up to 4,080,000 Brunello Cucinelli S.p.A. shares through an accelerated book build offering to institutional investors

Cav. Lav. Brunello Cucinelli, Chairman and CEO of Brunello Cucinelli S.p.A. and of Fedone S.r.l., commented as follows:

"The purpose of this transaction is to raise funds that may somehow allow my family and our Foundation to continue that dream, always beloved, to contribute to 'embellish the mankind', as was done with the realization of the 'Project for Beauty', trying to support that great topic that has always illuminated the mankind, which is to feel like 'custodians of the creation', combining a fair balance between 'profit and giving back'.

We strongly reaffirm my will and that of my family to remain shareholders of the Company in the very long term maintaining the absolute majority of the shares."

Solomeo, 9 January 2018 - Fedone S.r.l. ("Fedone") who holds a shareholding stake of 57.00% of Brunello Cucinelli S.p.A. ("Company") share capital, announces the launching of a sale of up to 4,080,000 ordinary shares of Brunello Cucinelli S.p.A., corresponding to 6.00% of the Company's share capital, through an accelerated book build offering to both qualified Italian investors and foreign institutional investors.

Mediobanca – Banca di Credito Finanziario S.p.A. is acting as Sole Bookrunner for the placement. The book building will commence immediately and can be closed at any time. Fedone will announce the outcome of the Placement upon completion.

As part of the transaction, and in line with market practice for placements of this nature, Fedone has agreed with the Sole Bookrunner a 24-month lock-up period with respect to its ownership of Brunello Cucinelli shares held following the completion of the Offering, subject to the waivers applied by the standard practice for similar transactions.

Both Fedone and Cucinelli's family confirm their full commitment to remain the controlling shareholder of the Company in the very long term, with an absolute majority of voting shares.

Disclaimer

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, South Africa, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions 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.

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States (including its territories and dependencies, any State of the United States and the District of Columbia). 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 thereunder or pursuant to an available exemption therefrom. Neither this document nor the information contained herein constitutes or forms part of an offer to sell, or the solicitation of an offer to buy, securities in the United States. Any public offering of securities to be made in the United States would be made by means of a prospectus that could be obtained from Brunello Cucinelli S.p.A. and that would contain detailed information about the company and management, as well as financial statements. There will be no public offer of any securities in the United States or in any other jurisdiction.

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; any other persons in the United Kingdom should not take any action on the basis of this announcement and should not act on or rely on it. 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.

In connection with any offering of the shares of Brunello Cucinelli S.p.A. (the "Shares"), the Sole Bookrunner and any of its affiliates acting as an investor for its own account may take up as a proprietary position any Shares and in that capacity may retain, purchase or sell for their own account such Shares. In addition the Sole Bookrunner or its affiliates may enter into financing arrangements and swaps with investors in connection with which the Sole Bookrunner (or its affiliates) may from time to time acquire, hold or dispose of Shares. The Sole Bookrunner does 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 Relations

Pietro Arnaboldi Brunello Cucinelli S.p.A. Tel. +39 075/69.70.079

Corporate web-site: www.brunellocucinelli.com