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The Operation provides for a portion of the shares offered for underwriting by the Company and a part offered for sale by shareholders

The shares will be offered to institutional investors in Italy and abroad

Colzate (BG), 9 April 2018 – Itema S.p.A. (“Itema” or the “Company“) files today to Borsa Italiana S.p.A. the application for admission to listing of its ordinary shares on the Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A., satisfying the conditions, STAR segment, in the context of its listing process (the “Operation“).

Within the Operation, the Company has also drafted the share securities note schedule concerning the Operation and the summary of prospectus, which are filed today to Consob for the purpose of their publication, upon the outcome of the related investigation.

The share securities note schedule and the summary of prospectus, together with the registration document already filed to Consob on March 7, 2018, constitute the prospectus for listing (the “Prospectus“).

In order to satisfy the requirement of sufficient spread of the Company’s shares, it is provided that the Company’s ordinary shares will be placed exclusively to institutional investors in Italy and abroad, outside the United States, in compliance with the provisions of Regulation S pursuant to the United States Securities Act of 1933 (the “Securities Act“), and to Canada, Australia and Japan, subject to any exemptions under applicable laws (the “Offer“).

The ordinary shares of the Offer will be, in part, offered for underwriting by the Company (through a capital increase of maximum of 20,000,000 ordinary shares, equal to 23.8% of the company’s share capital after the increase) and, in part, equal to total maximum of n. 7,250,000, offered for sale by Società Elettrica Radici S.p.A. (“SER“) – held by Gianni Radici’s family heir, current majority shareholder of the Company, holding a stake of 60% of the company’s share capital – and TAM S.r.l. (“TAM“) – held by the families Arizzi and Torri (which, directly and indirectly, own approximately 33% of the share capital), owner as of today of a stake of 7.1% in the Company’s share capital (SER and TAM, collectively, the “Selling Shareholders”). Within the Offer, SER and TAM granted the so-called Greenshoe option up to total maximum n. 3,815,000 shares of the Company. The ordinary shares falling within in the Offer, including the Greenshoe option, will represent a percentage of at least 35% of the Company’s share capital after the capital increase.

The total number of ordinary shares subject to the Offer, as well as the so-called Greenshoe option, in addition to other relevant conditions of the same, will be determined near the start of the Offer itself.

The Selling Shareholders, SER and TAM will undertake lock-up commitments, in line with the market practice for this type of transaction, for a period of 180 days starting from the date of the start of trading.

The Operation is expected to be completed within the second quarter of 2018, subject to market conditions and subject to the issuance of the authorization of the admission to listing by Borsa Italiana S.p.A. and to the approval of the Prospectus by Consob.

Within the listing process, the Company is assisted by Pirola Corporate Finance S.p.A., as financial advisor, by the firm Pirola Pennuto Zei & Associati, for the legal aspects of Italian law and Italian tax law, by the firm Latham & Watkins for the legal aspects of international law and by the Studio Associato – Consulenza legale e tributaria (KPMG) for tax activities under international law.

Banca IMI S.p.A., Credit Suisse Securities (Europe) Limited and Banca Akros S.p.A., assisted by the firm Baker McKenzie, act as Joint Global Coordinator, Joint Bookrunner within the Opertaion. Banca IMI also plays the role of sponsor and specialist in the Operation.

Information on Itema

Itema, is a global leader in the field of production and marketing of weaving machines, spare parts and integrated services, with a market share of about 20% in rapier machines segment. More precisely, the business of the Itema Group is divided into two segments, the Weaving segment, relating to the design, production and marketing of weaving machines and spare parts, as well as the supply of the related integrated services and after-sales services related to the main business and, the Industrial segment, related to the production and marketing of semi-finished or finished products for industrial use destined to the mechanical-textile sector and other production sectors.

As part of the Weaving segment, Itema offers three weaving technologies without shuttles, namely the rapier, airjet and projectile technology, offering specific solutions for every type of fabric, including fabrics for high fashion, industrial and technical fabrics.

As of today, the Itema Group has a capillary presence on a global scale with twelve subsidiaries for production, marketing and after sale assistance of which (i) nine relating to the Weaving segment, located in Italy, China, Switzerland, India, Japan, USA, Hong Kong (China) and Dubai (UAE), and (ii) three relating to the Industrial segment, belonging to Lamiflex S.p.A., two of which are located in Italy and one in Hong Kong (China).

With reference to the financial year ended December 31, 2017, Itema resolved not to distribute dividends, while it distributed dividends for Euro 15.040 thousand with reference to 2016 and 2015.

As of the date of this press release, Itema has not made any commitments and has not adopted any plans for the distribution of dividends in future years, which will be, therefore, left from time to time to the decisions of the Shareholders’ Meeting, in compliance with legal and statutory limitations.

Itema’s chance to distribute dividends depends on its ability to accumulate distributable profits and reserves, which in turn depends on a number of factors that are not foreseeable at the date of this press release and partly beyond Itema’s control, such as the Itema’s future economic trend, the occurrence of currently unpredictable negative contingencies and the general trend of the economy and of the market sectors in which Itema operates. In the future, therefore, Itema may not be able to make distributable profits or, even in the occurrence of distributable earnings, decide not to make distributions to shareholders or to proceed to different distributions compared to the past.

 Selected financial data

The following table shows the main data and economic indicators of the Itema Group relating to the periods ended as at proforma December 31st 2017, December 31st 2016 and December 31st 2015:

    Year ended December 31st
Thousands Euro   2017 proforma 2016 2015
Revenues   305.768 265.850 271.659
EBITDA   25.638 22.055 21.513
EBITDA %   8,4% 8,3% 7,9%
EBITDA adjusted (1)   27.662 20.280 24.594
EBITDA adjusted %   9,0% 7,6% 9,1%
EBIT   18.463 16.249 16.114
EBIT %   6,0% 6,1% 5,9%
Net profit   18.067 18.610 17.723
Net profit (%)   5,9% 7,0% 6,5%

(1) Adjusted EBITDA is not identified as an accounting measure under IFRS and, therefore, the indicator should not be considered an alternative measure for assessing the performance of the Company’s operating result. Since the composition of the aforementioned indicator is not regulated by the reference accounting principles, the criterion of determination applied by the Company may not be homogeneous either with that adopted by other companies or with that which could be adopted in the future by the Company, or implemented by it, and therefore not comparable.

The following table shows the breakdown of revenues by business segment of the Company for the years ended as at proforma December 31st 2017, December 31st  2016 and December 31st  2015:

  Year ended December 31st
Ricavi 2017 proforma % 2016 % 2015 %
Thousands Euro
Weaving 286.903 93,8 265.850 100 271.659 100
Industrial 18.865 6,2 n.a. n.a. n.a. n.a.
Totale Ricavi 305.768 100 265.850 100 271.659 100

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