Fope — M&A Activity 2020

Feb 21, 2020

CLAUDIO COSTAMAGNA AND ANDREA MORANTE SIGN AN AGREEMENT FOR THE ACQUISITION OF A MAJORITY STAKE IN FOPE

The Cazzola majority family stake is valued at €35 million (€9.25 per share), and the transaction should be completed within the month of April 2020.

Following the completion of the transaction, CoMo (the acquisition vehicle) will promote a tender offer on the remaining FOPE shares at the same purchase price.

Vicenza, 21 February 2020

FOPE (FPE:IM), an Italian goldsmith, leading player in the high-end jewellery sector, listed on AIM Italia, announces that CoMo S.r.l., an Italian investment company headed by Claudio Costamagna and Andrea Morante, agreed to acquire a 71.2% stake in FOPE S.p.A.

CoMo entered into an agreement today with Ines and Umberto Cazzola, holding jointly the 59.16% or the FOPE share capital, heirs of business founder Umberto Cazzola, who together have successfully led Fope from being an exclusively Italian goldsmith company to an international and unique jewellery brand. The closing of the transaction is subject to certain conditions precedent.

CoMo already entered into an agreement for the acquisition of the stake held by the heirs of Giulia Cazzola, amounting overall to the 12.04% of the FOPE share capital, at the same purchase price and subject to the authorizations provided by applicable Laws.

The new shareholders intend to confirm Diego Nardin as CEO to ensure stability and foster the growth of the company.

Following the completion of the transaction, CoMo will promote a tender offer on the remaining FOPE shares at a price of €9.25 per share.

The Cazzola family states: "Ines and Umberto Cazzola transfer the ownership of a company, a history and a brand to which they have dedicated their entire working life with the purpose of securing FOPE managerial continuity and economic development. This is a difficult but necessary decision in the interest of the company, its employees and the region in which it operates"

Claudio Costamagna: "We will work together with CEO Diego Nardin to enhance the excellent results achieved by the Cazzola family in these past years. Our goal as new shareholders is to ensure continuity and accelerate growth thanks to the financial and business capabilities of the new shareholders"

Andrea Morante: "Fope has a very particular place in the landscape of Italian jewellery. It is the only company that has successfully managed to combine the aspects of technological vocation,

craftsmanship and refined aesthetics. A beautiful Italian industrial story that will be an honour for us to help progress. We will also have the great advantage of being able to continue to rely on the Cazzola Family's support and experience"

The press release is also available at the following websites: www.fopegroup.com and

FOPE (FPE:IM) is a historic Italian jewellery company established in Vicenza in 1929 and a leader in the fine jewellery market. With Euro 31 million in revenues in 2018, 37 employees, and a strong international presence (it generates 82% of its revenues abroad), FOPE pursues a strategic growth project based on expanding and consolidating the brand in the international luxury market by leveraging 4 competitive advantages: product quality, perfect combination of Made-in-Italy craftsmanship and technology, recognisable design, and long-standing customer relationships. FOPE operates globally through a well-established and selected network of over 600 stores in 50 countries (with a direct presence in the US, Arab, and UK markets through the subsidiaries FOPE USA Inc., FOPE Services DMCC, and FOPE Jewellery Limited, respectively). The business model focuses on maintaining direct business relationships with multi-brand jewellery retailers (either independent or part of groups) that specialise in luxury products such as fine jewellery and watches. FOPE does not work with intermediaries: instead, it enters into direct partnerships that ensure the loyalty and reliability of the customer/retailer as well as an outstanding after-sale service. In 2015, the Company opened its first mono-brand store in Piazza San Marco, Venice. The entire production cycle - from prototyping to the shipping of finished jewels to over 50 countries - takes place inside the headquarters in Vicenza. FOPE's investments in R&D have led to an extremely high level of standardisation and automation, with proprietary technology that allows to optimise processes and times in order to deliver products of world-class quality. FOPE's jewels range from timeless classics featuring the iconic Novecento mesh to the more recent Flex'it lines, which include the original bracelets made flexible thanks to a patented system of tiny gold springs embedded in the mesh. These exquisitely elegant collections stand out for their comfort and portability. FOPE has obtained the voluntary TF (Traceability & Fashion) certification, and is a certified member of the Responsible Jewellery Council.

ISIN of FOPE common shares: IT0005203424 – ISIN of "Warrant FOPE 2016-2019": IT0005203432 – ISIN of "FOPE POC 4.5% 2016-2021": IT0005203671

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