Fila — Capital/Financing Update 2018

Nov 30, 2018

Informazione Regolamentata n. 1565-65-2018		Data/Ora Ricezione 30 Novembre 2018 15:04:21	MTA - Star
Societa'	:	FILA
Identificativo Informazione Regolamentata	:	111401
Nome utilizzatore	:	FILASPAN01 - De Rosa
Tipologia	:	REGEM
Data/Ora Ricezione	: 30 Novembre 2018 15:04:21
Data/Ora Inizio Diffusione presunta	:	30 Novembre 2018 15:04:22
Oggetto	:	FILA SPA - Consob Approval
Testo del comunicato

Vedi allegato.

PRESS RELEASE

CONSOB APPROVES REGISTRATION DOCUMENT AND ITS ACCOMPANYING NOTES (NOTA INFORMATIVA AND NOTA DI SINTESI) FOR THE SHARE CAPITAL INCREASE SERVING THE RIGHTS OFFERING

Pero, November 30, 2018 – F.I.L.A. – Fabbrica Italiana Lapis ed Affini S.p.A. ("Fila" or the "Company") announces that CONSOB has approved today - with note of November 30, 2018 No. 0498139/18 - the Registration Document and - with note of November 30, 2018 No. 0498138/18 - the Disclosure Note on the financial instruments and the Summary Note, concerning (i) the rights offering of ordinary shares and class B shares from the paid-in share capital increase approved by the Extraordinary Shareholders' Meeting of October 11, 2018, whose final conditions were established by the Board of Directors of the company on November 28, 2018 and announced in the press release of the same day (the "Share Capital Increase"); and (ii) the admission to listing on the Mercato Telematico Azionario (Stock Exchange) organized and managed by Borsa Italiana S.p.A. ("MTA") of the ordinary shares from the Share Capital Increase.

On November 28, 2019, Pencil S.p.A., holding all the 6,566,508 class B shares currently in issue (as well as 13,133,032 ordinary shares, therefore being the controlling shareholder of the Company in accordance with Article 93 of the Legislative Decree 58/1998), irrevocably undertook to exercise, by the end of the Offer Period (as defined below), all Class B Rights (as defined below) relating to class B shares which it already holds, up to Euro 15,880,847.04 (the "Pencil Irrevocable Commitment"). Such irrevocable undertaking is not secured by any guarantee.

Pencil S.p.A., in a subsequent press release also issued on November 28, 2018., confirmed the above-mentioned irrevocable commitment and expressed its intention to undertake an "Operation blanche" (cash neutral transaction) (i.e. sell a portion and exercise another portion for at least the value resulting from sale) regarding the Ordinary Rights on the 13,133,032 ordinary shares which it holds.

As mentioned in previous press releases, taking into account the Pacon Irrevocable Commitment (and assuming the Share Capital Increase is subscribed in full), the Share Capital Increase will be effected through the issuance of 9,538,263 new shares (the "New Shares") – including (i) up to

1,515,348 of new class B shares without par value (the "New Class B Shares"); and (ii) up to 8,022,915 of new ordinary shares without par value (the "New Ordinary Shares"). The New Shares will carry the same rights as the outstanding class B shares and ordinary shares outstanding. The New Ordinary Shares will be traded on the MTA.

Each ordinary Shareholder will receive 3 transferable pre-emptive rights to subscribe for New Ordinary Shares (the "Ordinary Rights") for every 13 ordinary shares registered in its securities account. Each class B Shareholder will receive 3 transferable pre-emptive rights to subscribe for New Class B Shares (the "Class B Rights") for every 13 ordinary shares registered in its securities account. Recipients or purchasers of Ordinary Rights and Class B Rights will be entitled to subscribe for New Shares at a price of €10.48 per New Share (of which Euro 1.00 the capital portion and Euro 9.48 share premium), having a total value of Euro 99,960,996.24, of which Euro 90,422,733.24 to be accounted for as share premium (the "Rights Offering").

Shareholders who wish to subscribe for New Shares must exercise their transferable pre-emptive subscription rights during the period (the "Subscription Period") from December 3, 2018 to December 17, 2018 (both inclusive) (the "Offer Period").

The Ordinary Rights with respect to New Ordinary Shares will be traded on the Mercato Telematico Azionario (Stock Exchange) organized and managed by Borsa Italiana S.p.A. ("MTA") between December 3, 2018 and December 11, 2018 (both inclusive). The Class B Rights will not be traded on the MTA and will be exercised in full by Pencil S.p.A. in accordance with the Pencil Irrevocable Commitment.

Any Rights not exercised by shareholders or their transferees by the end of the Offer Period will be forfeited by the holders thereof without compensation and an equivalent number of Ordinary Rights will be offered by the Company to the public in the rights auction on the MTA for at least five trading days (or until they have been entirely sold), in accordance with Article 2441, paragraph 3 of the Civil Code (the "Rights Auction"). A notice will be issued communicating the start and closing dates of the stock exchange offer period with respect to Ordinary Rights.

The Company also announces that, on the date hereof, it has entered into an underwriting agreement relating to the Offering (the "Underwriting Agreement"). Pursuant to the Underwriting Agreement, Mediobanca – Banca di Credito Finanziario S.p.A. and UniCredit Corporate & Investment Banking, (each acting as Joint Global Coordinators), Banca Akros S.p.A., Banca IMI S.p.A. and BNP PARIBAS (each acting as Joint Bookrunners) committed to, among other things, subscribe for, on a several and not joint and several basis, any and all New Ordinary Rights that will remain unsubscribed for, following the Rights Auction up to a

maximum aggregate amount of Euro 84,080,149.20. This amount is equal to the amount of the Share Capital Increase, net of Pencil S.p.A.'s irrevocable undertaking described above.

The Registration Document and its accompanying notes (Nota Informativa and Nota di sintesi) will be published and made available to the public in accordance with law at the registered offices of the company, in Pero (MI), via XXV Aprile n. 5, on the company website, www.filagroup.it, and on the eMarket authorised STORAGE mechanism at .

This press release is available on the company website at www.filagroup.it and on the eMarket STORAGE authorized storage mechanism at .

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F.I.L.A. (Fabbrica Italiana Lapis ed Affini), founded in Florence in 1920 and managed since 1956 by the Candela family, is a highly consolidated, dynamic and innovative Italian industrial enterprise and continues to grow market share. In November 2015, F.I.L.A. listed on the STAR segment of the Milan Stock Exchange. The company, with revenue of over Euro 510 million in 2017, has grown significantly over the last twenty years and has achieved a series of strategic acquisitions, including the Italian Adica Pongo, the US Dixon Ticonderoga and Pacon Group, the German LYRA, the Mexican Lapiceria Mexicana, the English Daler-Rowney Lukas and the French Canson, founded by the Montgolfier family in 1557.

F.I.L.A. is an icon of Italian creativity globally through its colouring, drawing, modelling, writing and painting tools, thanks to brands such as Giotto, Tratto, Das, Didò, Pongo, Lyra, Doms, Maimeri, Daler-Rowney, Canson , Princeton and Strathmore. Since its foundation, F.I.L.A. has chosen to focus on growth through continuous innovation, both in technological and product terms, in order to enable individuals to express their ideas and talent through tools of exceptional quality. In addition, F.I.L.A. and the Group companies work together with the Institutions to support educational and cultural projects which promote creativity and expression among individuals and make culture accessible to all.

F.I.L.A. operates through main 22 manufacturing sites (of which 2 in Italy) and 35 commercial branches across the globe and approx. 9,500 employees.

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Important Regulatory Notice

This communication does not contain or constitute an offer of, or the solicitation of an offer to buy, securities. The rights and shares referred to herein may not be offered or sold in the United States unless registered under the US Securities Act of 1933 as amended (the "Securities Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The rights or shares referred to herein have not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. There will be no public offer of the ordinary shares in the United States, Australia, Canada or Japan and F.I.L.A. – Fabbrica Italiana Lapis ed Affini S.p.A. does not intend to register any portion of the offering of securities in the United States. Copies of this communication are not being made available and may not be distributed or sent into the United States, Canada, Australia or Japan.

Any public offering will be conducted in Italy pursuant to the prospectus that will be published following the approval by CONSOB (the "Prospectus") in accordance with applicable laws and regulations. Neither this document nor any part of it nor the fact of its distribution may form the basis of, or be relied on in connection with, persons who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a)-(e) of the Order (all such persons together being referred to as "Relevant Persons") Any investment or investment activity to which this communication relates will only be available to and will only be engaged in with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

This announcement has been prepared on the basis that any offer of shares or other securities in any Member State of the European Economic Area, other than Italy (each a "Member State"), will be made pursuant to an exemption under the Prospectus Directive (i.e., Directive 2003/71/EC, as amended from time to time, including by Directive 2010/73/EU) from the requirement to publish a prospectus for the offers of shares or securities. Accordingly, any person making or intending to make an offer in a Member State of securities which are the subject of the rights offering contemplated by this announcement may only do so in circumstances in which no obligation arises for F.I.L.A. – Fabbrica Italiana Lapis ed Affini S.p.A. or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither F.I.L.A. – Fabbrica Italiana Lapis ed Affini S.p.A. nor the underwriters have authorized, nor do they authorize, the making of any offer of securities in

circumstances in which an obligation arises for the F.I.L.A. – Fabbrica Italiana Lapis ed Affini S.p.A. or the underwriters to publish or supplement a prospectus for such offer.

This announcement is an advertisement and is not a prospectus pursuant to (i) the Prospectus Directive; and (ii) Italian Legislative Decree No. 58 of February 24, 1998 (as amended) and CONSOB Regulation No. 11971/1999 (as amended), implementing the Prospectus Directive. With respect to the public offer of F.I.L.A. – Fabbrica Italiana Lapis ed Affini S.p.A.'s shares in Italy contemplated by the Prospectus, any decision regarding the exercise of the pre-emptive subscription rights and the subscription of F.I.L.A. – Fabbrica Italiana Lapis ed Affini S.p.A.'s shares or the sale of the pre-emptive subscription rights in the context of the rights offering should only be made on the basis of the information contained in the Prospectus. The Prospectus will be available at the registered office of F.I.L.A. – Fabbrica Italiana Lapis ed Affini S.p.A. and on the website www.filagroup.it following the Prospectus' approval by CONSOB.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Rights and the New Shares have been subject to a product approval process, which has determined that such Rights and New Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II to such target market (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Rights and the New Shares may decline and investors could lose all or part of their investment; the Rights and the New Shares offer no guaranteed income and no capital protection; and an investment in the Rights and the New Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Offering.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any

investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Rights and the New Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Rights and the New Shares and determining appropriate distribution channels.

Before subscribing, please read the Prospectus.

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For further information:

F.I.L.A. Investor Relations

Stefano De Rosa - Investor Relations Officer Francesca Cocco - Investor Relations ir@fila.it (+39) 02 38105206

For financial communication:

Community Strategic Communications Advisers Tel. (+39) 02 89404231 fila@communitygroup.it

F.I.L.A Press Office

Cantiere di Comunicazione Eleonora Galli: (+39) 02 87383180 -186 – mob: (+39) 331 9511099 e.galli@cantieredicomunicazione.com Antonella Laudadio: (+39) 02 87383180 -189 a.laudadio@cantieredicomunicazione.com