BREAKING NEWS – 03.06.2024

In a press release dated May 27th, 2024, Promotica SpA – a loyalty agency specializing in the implementation of marketing solutions to increase sales, loyalty and brand advocacy, listed on Euronext Growth Milan – approved a transaction executed by its subsidiary Grani & Partners SpA, in which Promotica holds 80.0% of the share capital, as required by Article 12 of the RPT Procedure. This article requires the Company to comment on transactions executed through subsidiaries when the counterparty is a Related Party under the same Procedure. The transaction concerns the commissioning to Grani & Partners, by Forma Italia, of the production and supply of plastic toys of a brand licensed by Forma Italia. Forma Italia will be responsible for the design of the Products, leveraging Grani & Partners’ manufacturing capabilities and know-how in the children’s promotion sector. The Products will be made in China, purchased by Grani & Partners and sold to Forma Italia under FOB Yantian yield. Forma Italia Srl has been identified as a related party according to letter b) (vi) of the definition contained in Article 1 of the Procedure, as it is controlled by a person related to Promotica. In fact, Mr. Diego Toscani holds 74.0% of the share capital of Promotica through Dieci.Sette Srl, and directly owns 3.0% of the share capital of Forma Italia Srl. In addition, through Holding Italiana Tradizioni Associate Srl, of which he is the sole owner, he holds 48.0% of Forma Italia Srl. Mr. Diego Toscani also holds the positions of Chairman of the Board of Directors and Chief Executive Officer in Promotica, which controls 80.0% of Grani & Partners, where Toscani is Chairman of the Board of Directors. The transaction is classified as a related party transaction of greater significance because the total economic value expected in 12 months exceeds the materiality thresholds defined in Article 1.1 of the RPT Procedure.  The approval of the transaction followed the OPC Procedure. Independent Director Michele Andreaus and Chairman of the Board of Statutory Auditors Marco Giacomo Inverardi, as the Equivalent Presidium unrelated to the transaction, were timely and adequately informed of the terms and conditions of the transaction and issued a favorable opinion on May 27th, 2024. Taking into consideration the release, we confirm our estimates: target price € 6.50 BUY rating and risk Medium.

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