Buongiorno Vitaminic Merger and 1Q03 results Price: €3.97 December Y/E Sales EBITDA Net profit EPS adjusted DPS P/E adjusted EV/EBITDA P/BV ROCE ROE D/E Market cap (€m) No. of shares (m) 52-week range (€): Major shareholder: 2001 €m €m €m € € x x x % % % 4.6 (12.5) (13.5) (1.80) NM NM 4.0 NM NM -40.1 266.6 67.2** 3.35-15.05 M. Del Rio 28.1% Media 2002 6.9 (11.4) (35.6) (4.18) NM NM 10.3 NM NM -23.1 BCI Index: Reuters: Bloomberg: Free float: 2003E* Under Review 2004E* 2005E* 53.7 66.8 82.1 (0.3) 5.9 13.4 (13.8) (4.0) 4.8 (0.14) (0.01) 0.12 NM NM 32.9 NM 45.2 19.0 14.7 19.0 14.1 NM NM NM NM NM 25.7 11.4 -10.6 -67.8 1,196 Performance % VIT.MI 1m 3m 12m VIT IM Abs -2.5 3.4 -70.2 50.0% Rel -7.3 -10.0 -67.2 Source: Company data, Banca IMI estimates. * 2003-05E estimates refer to the combined entity Buongiorno Vitaminic. ** Vitaminic outstanding shares: 6,961,717; Buongiorno outstanding shares: 9,272,620; Vitaminic new shares issued: 60,272,030 (swap ratio 13:2). A challenging bet, not cheap Buongiorno Vitaminic - the new entity arising from the merger - looks a challenging bet when we consider both the improving results and the leading market position, but expensive when we consider the current price. The current valuation (5.2x sales 2003E) seems quite demanding and there are risks of sell side pressures. Rating and target price will be decided after the business plan details are released. • The merger is close to completion. Towards the middle of July, the merger between Vitaminic and Buongiorno will become effective and the new Buongiorno Vitaminic stock will be listed. The share swap ratio has been established at 13:2, which implies that Buongiorno has been valued at 8.7x Vitaminic. At the current price of Vitaminic, the new entity would be the sixth largest company of the Nuovo Mercato, with a market capitalisation of €267m. • The combined entity should be close to EBITDA break-even this year. In 1Q03, the combined entity pro-forma results registered a 26.9% increase to €12.6m in revenue, EBITDA losses of €0.8m and EBT losses of €3.6m. In FY03E, the group should register a 12.3% increase to €53.7m in revenue, EBITDA losses of €0.3m, very close to break-even, and net losses of €13.8m. • Awaiting the business plan. The new entity is implicitly trading 5.2x sales 2003E, while Acotel and iTouch, the two European listed peers, are trading 3.0x and 3.3x. Moreover, venture capital investors, which will hold 11% of the new entity, could consider the listing as the best opportunity for realizing on the investment, possibly leading to sell, side pressure. We are awaiting details of the business plan before setting our valuation and recommendation. Giorgio Iannella [email protected] 39 02 7751 2145, Milan 20 June 2003 Any required disclosures of potential conflicts of interest on stocks rated are at the end of the report. The merger The rationale of the deal: synergies (and listing) Last February, Vitaminic Spa and Buongiorno Spa signed an agreement aimed at an industrial and corporate integration through the merger of the latter in the former, which will change its name to Buongiorno Vitaminic Spa. The strategic rationale of the deal is the integration of two similar business models, in order to deploy synergies both on the revenue side (Buongiorno develops its business on infotainment at large, Vitaminic is focused on music which is a very important part of the entertainment industry) and the cost side (corporate, premises, sales and technology in particular). Moreover, the agreement allows Buongiorno to be listed and Vitaminic to keep away from the failure of its standalone business model. Buongiorno, European market leader with 38.6m subscribers (revenue €40.9m and net losses €18.8m in FY02) Buongiorno is one of the European leaders in Interactive and Mobile Services: it delivers digital infotainment services through a variety of channels (email, SMS, MMS, WAP and voice), typically in push-mode. The group business model is divided into two areas: Marketing Services and Consumer Services. Marketing Services comprises: Advertising selling traditional tools such as banner and bottom plus innovative digital products such as video mail- and Business Services - providing a diverse product portfolio such as digital communication push projects and solutions both by email and wireless messaging. As for Marketing Services, Buongiorno does business with more than 500 leading companies. Buongiorno is the preferred partner of major European media and entertainment groups (Mediaset, Endemol, TVE and Kirck Media) and operates with over 100 corporate clients, among those, many of Fortune 500 like Nokia, Procter & Gamble, Tim, Microsoft and HP. As concerns Consumer Services, Buongiorno provides consumers with digital services and contents, like SMS, MMS, logos, ringtones, etc. Buongiorno partners with revenue sharing contracts in step with all the major European mobile operators - like Vodafone Group, Tim, Telefonica, Telecom Italia, SFR, Amena and H3G which offers Buongiorn's services to over 170 million of their users. At the end of 2002, Buongiorno's subscribers were 32.6m for email services and 6.0m for SMS services (19.0m and 4.4m in 2001): an aggregate userbase of 38.6m in Europe. Buongiorno operates directly in Italy and, through its directly controlled subsidiaries, in Spain (MyAlertcom Sa, 99.95% owned: is the largest company, with revenue of €9.6m and net losses of €8.9m in FY02), UK (Messagizer Buongiorno UK Ltd, 99.55%), France (Buongiorno France Sas, 97.96%), Germany (Buongiorno Deutschland GmbH, 100%) and Austria (Buongiorno.at email services GmbH, 90%). In FY02, the company posted revenue of €40.9m (up by 47.5% vs. FY01, by 29.5% like-for-like, taking into account that MyAlertcom has been consolidated starting from 1 July 2001), EBIT losses of €16.6m (€26.4m in FY01) and net losses of €18.8m (€29.5m in FY01). 2 Buongiorno Vitaminic, ‘large cap’ on the Nuovo Mercato The merger will come into effect from mid July; the new Buongiorno Vitaminic stock is expected to be listed around 18 July. The swap ratio has been established at 13:2 (13 new Vitaminic shares every 2 Buongiorno shares), so that Vitaminic will issue 60,272,030 new shares. Given the current number of shares of the two companies (Vitaminic 6,961,717, Buongiorno 9,272,620), this means that Buongiorno has been valued at 8.7x Vitaminic (vs. 5.9x in terms of 2002 sales). At the current price of Vitaminic, the new entity would be the sixth largest company of the Nuovo Mercato in terms of market capitalisation. Table 1: Over €100m Nuovo Mercato companies Stock Tiscali E.Biscom BB Biotech Vicuron Pharmaceuticals Finmatica Buongiorno Vitaminic Engineering Cdb Web Tech I.Net Cairo Communication Network Systems Novuspharma Data Service Datalogic Mondo TV Datamat Market capitalisation (€m) 1,712.2 1,286.8 1,237.8 608.4 433.7 266.6 209.3 197.1 179.8 179.3 165.9 148.4 120.8 113.1 111.2 105.0 Source: JCF. Free float at 50% At present, Vitaminic’s main shareholders are the founders, G. Dettori (8.4%), A. Marconetto and F. Gonella (7.5% each); Kiwi, the venture capital investor, which held 30% after the IPO, is now under 2%; free float is 73.4%. Buongiorno’s main shareholders are the founder M. Del Rio (32%) and the president of MyAlertcom J.J. Mata (10%); venture capital investors hold 20% as a whole: 3i Group (5%), Capital B! (4%), Banco Santander’s Capital Riesgo Internet (3%), Sanpaolo IMI Private Equity, FINBA Luxembourg (Barilla Group), Orcaneta and Nomura International (2% each). After the merger, the new entity’s main shareholders will be M. Del Rio (28.1%), J.J. Mata (8.5%) and 3i Group (4.8%); free float will be 50.0%. Top management has entered into a lock-up agreement: starting from the completion of the merger, M. Del Rio and A. Casalini – Chairman of Board and CEO of Buongiorno Vitaminic – on 100% of their shares for one year and on 60% for the next year, J.J. Mata on 96% for one year, G. Dettori on 50% and A. Marconetto and F. Gonella on 20%. 3 Figure 1: Buongiorno Vitaminic’s shareholding structure Capital Riesgo J.J. Mata Internet 8.5% 2.8% M. Del Rio 28.1% Free float 50.0% 3i Group 4.8% F. Gonella 0.8% A. Marconetto G. Dettori Capital B! 0.8% 0.8% 3.5% Source: Company data. 1Q03 results Vitaminic: revenue up by 35.5%, no positive margin In 1Q03, Vitaminic registered a 35.5% increase in total revenue to €2.439m, mainly thanks to a strong performance in Consumer Services, up by 83.0% to €0.302m following the development of mobile services, and Business Services, up by 37.4% to €2.022m following the launch of new services by the UK subsidiary Peoplesound; Advertising continued to suffer from the market recession, even underperforming it, down by 39.3% to €0.099m. The geographical breakdown shows that only 8% of total revenue has been made in Italy. Profitability remained negative at every level. EBITDA losses decreased by 69.9% to €1.134m, thanks to the effective cuts in service costs, down by 11.2% to €2.667m, and personnel costs, down by 64.8% to €0.825m following the reduction in average employees from 148 to 72. EBIT losses decreased by 64.6% to €1.950m, after total depreciation and amortization declining by 53.9% to €0.783m, most of which involved the Peoplesound consolidation difference. EBT losses decreased by 50.4% to €2.693m. At the end of March 2003, net financial position was positive for €0.706m (€2.193m at end December 2002). In October 2000, the IPO funding amounted to €31.2m: cash-burning is ultimately complete. 4 Table 2: Vitaminic 1Q03 results €m Consumer services Advertising Business services Others Value of production Consumables Services Value added Personnel EBITDA Depreciation & Amortization Others EBIT Financial & Associate items Extraordinary items EBT 1Q02 0.165 0.163 1.472 0.000 1.800 (0.213) (3.003) (1.416) (2.346) (3.762) (1.699) (0.041) (5.502) 0.087 (0.009) (5.424) 1Q03 YoY % Ch. 0.302 0.099 2.022 0.016 2.439 (0.081) (2.667) (0.309) (0.825) (1.134) (0.783) (0.033) (1.950) (0.450) (0.293) (2.693) +83.0 -39.3 +37.4 NM +35.5 -62.0 -11.2 +78.2 -64.8 +69.9 -53.9 -19.5 +64.6 NM NM +50.4 Source: Company data. Buongiorno: revenue up by 24.9%, only EBITDA positive In 1Q03, Buongiorno registered a 24.9% increase to €10.137m in total revenue, thanks to a strong performance in Consumer Services, up by 358% to €5.577m, which more than offset the weak performance in Marketing Services, down by 31.1% to €4.146m. The geographical breakdown shows that 48% of total revenue derives from Italy. Profitability was positive only on EBITDA, which moved above breakeven, reaching €0.314m, thanks to the reduction in service costs, down by 3.7% to €6.387m following a higher incidence of fixed cost-revenue, and personnel costs, down by 4.7% to €3.433m following the closing of the integration process of Spanish MyAlertcom, which allowed substantial cost savings, mainly on management compensation. EBIT losses decreased by 83.4% to €0.684m, after total depreciation and amortization declined by 48.7% to €0.936m, most of which involved the MyAlertcom consolidation difference (it should be borne in mind that Buongiorno has reduced its depreciation and amortization rates, in order to homogenize the accounting criteria with Vitaminic). EBT losses decreased by 76.8% to €0.961m. At the end of March 2003, net financial position was negative for €1.465m (positive for €0.286m at end December 2002). 5 Table 3: Buongiorno 1Q03 results €m Marketing services Consumer services Others Value of production Consumables Services Value added Personnel EBITDA Depreciation & Amortization Others EBIT Financial & Associate items Extraordinary items EBT 1Q02 1Q03 YoY %Ch. 6.016 1.217 0.880 8.113 (0.007) (6.635) 1.471 (3.601) (2.130) (1.825) (0.160) (4.115) (0.098) 0.063 (4.150) 4.146 5.577 0.414 10.137 (0.003) (6.387) 3.747 (3.433) 0.314 (0.936) (0.062) (0.684) (0.144) (0.133) (0.961) -31.1 +358.3 -53.0 +24.9 -57.1 -3.7 +154.7 -4.7 NM -48.7 -61.3 +83.4 +46.9 NM +76.8 Source: Company data. Buongiorno Vitaminic: revenue up by 26.9%, EBITDA closer to break-even 1Q03 pro-forma results of the combined entity – named Buongiorno Vitaminic – registered a 26.9% increase to €12.576m in total revenue and significant improvements in profitability, still negative, at every level, with EBITDA losses decreased from €5.892m to €0.820m. At the end of March 2003, net financial position was negative for €0.759m. Table 4: Buongiorno Vitaminic 1Q03 pro-forma results €m Sales Others Value of production Consumables Services Value added Personnel EBITDA Depreciation & Amortization Others EBIT Financial & Associate items Extraordinary items EBT Source: Company data. 6 1Q02 PF 1Q03 PF YoY %Ch. 9.033 0.880 9.913 (0.220) (9.638) 0.055 (5.947) (5.892) (3.524) (0.201) (9.617) (0.011) 0.054 (9.574) 12.146 0.430 12.576 (0.084) (9.054) 3.438 (4.258) (0.820) (1.719) (0.095) (2.634) (0.594) (0.426) (3.654) +34.5 -51.1 +26.9 -61.8 -6.1 NM -28.4 +86.1 -51.2 -52.7 +72.6 NM NM +61.8 2003-05E forecasts 2003-05E revenue CAGR: 19.7%; EBITDA margin 2005E: 16.3% According to company guidance, Buongiorno Vitaminic should register a significant growth in both sales and margins in the next three years. Bearing in mind that this kind of business is still in the start-up phase, market prospects are still uncertain and risks are still high, with a slightly more cautious attitude relative to the company’s expectations, we could assume that: • Business Services revenue would rise by 20%, 15% and 10% in the next three years. • Advertising revenue would drop by 25% this year and rise by 5% and 10% in the next two years. • Consumer Services revenue would rise by 70%, 50% and 40% in the next three years (it should be borne in mind that, according to the most optimistic estimates, this market could rise by 100% every year in the next three years in Europe). • Operating costs should decrease from €42.8m to €36.0m this year and increase by 17% and 16% in the next two years (basically driven by variable costs, moving in line with revenue, which account for roughly 50% of the total). • Personnel costs should decrease from €20.6m to €18.0m this year and increase by 5% in the next two years (basically driven by the growth of activity volumes). • Depreciation, amortization and write-downs as a whole should drop from €31.8m to €8.2m, €6.6m and €5.5m in the next three years (mainly thanks to the absence of write-downs, which accounted for €15.7m last year). This set of assumptions led us to see a 19.7% 2003-05E revenue CAGR, the EBITDA very close to break-even in 2003E and significantly above in 2004E, the EBIT one year later in both cases and the bottom line positive in 2005E. 7 Table 5: 2003-05E forecasts Profit & Loss (€m) Business services Advertising Consumer services Others Value of production YoY growth % Operating costs Personnel cost EBITDA Margin % Depreciation & Amortization Goodwill amortization Write-downs Provisions Others EBIT Margin % Financial items Associates items Extraordinary items EBT Taxes Minorities Net profit EPS (€) Adj. EPS (€) FY02 PF FY03E FY04E FY05E 14.8 19.3 11.5 2.3 47.8 48.1 (42.9) (20.6) (15.7) -32.7 (12.8) (3.2) (15.7) (1.3) (1.0) (49.7) -104.0 (0.6) (1.0) (2.9) (54.3) (0.2) 0.1 (54.4) (0.81) (0.72) 17.7 14.5 19.5 2.0 53.7 12.3 (36.0) (18.0) (0.3) -0.5 (5.0) (3.2) 0.0 (1.0) (0.5) (10.0) -18.7 (1.0) (1.0) (1.0) (13.0) (0.8) 0.0 (13.8) (0.20) (0.14) 20.4 15.2 29.2 2.0 66.8 24.4 (42.1) (18.9) 5.9 8.8 (3.3) (3.2) 0.0 (1.0) (0.5) (2.2) -3.3 (0.0) (0.8) 0.0 (3.0) (1.1) 0.0 (4.0) (0.06) (0.01) 22.4 16.7 40.9 2.0 82.1 22.8 (48.9) (19.8) 13.4 16.3 (2.2) (3.2) 0.0 (1.0) (0.5) 6.4 7.8 0.4 (0.5) 0.0 6.3 (1.4) 0.0 4.8 0.07 0.12 Source: Company data, Banca IMI estimates. A challenging bet, not cheap A pure net-company. The same old story? Maybe not… 8 A pure net-company. A new market which promises to continually rise, a business model which promises to capture the market, a largely negative bottom line which promises to become largely positive. The same old story? Maybe not. Our estimates are slightly more cautious than the company’s guidance, which suggests that the top line will rise rapidly and the bottom line will become positive. This seems to be supported by the above mentioned 1Q03 results, and 2Q03E results are expected to confirm the positive momentum. The combined entity could really be a success story, with Buongiorno improving profitability and consolidating it’s market position and Vitaminic completing the turnaround, but the prospects of its reference market are still too uncertain and the risks are still very high (and the stock is still a bet, maybe good, but still a bet). …but valuation seems demanding and there are risks of sell side pressures However, the point is that at the current price this bet does not look cheap. The new entity, Buongiorno Vitaminic, is implicitly trading 5.2x sales 2003E, which are currently unequalled, excluding biotechs, on Numtel, and seems quite demanding relative to European peers (Acotel 3.0x, iTouch 3.3x). The company has a large international client-base and some unique technological skills in content delivery, is increasing sales and improving margins and is one of the best candidates to play an active role in the sector consolidation process. But, again, the prospects of its reference market are still too uncertain and the risks are still very high (the kind of risks which have left a bad taste in investors’ mouths) to support this kind of premium valuation. Moreover, venture capital investors – those who will hold more than 2% in the new entity, will hold as a whole 11% – could consider the listing as the best opportunity for realizing on their investment, possibly leading to sell, side pressure. Rating under review The new entity business plan has not yet been disclosed and is expected next Autumn. After reviewing it, we will set our valuation and recommendation. 9 GENERAL WARNING This document has been prepared by Banca d’Intermediazione Mobiliare IMI S.p.A. (“Banca IMI”) as part of its internal research activity on companies both listed and not listed on the Italian Stock Exchange: in particular, this document is considered an “equity research report”, which includes the analysis of equity securities of one or more individual companies or sectors. The information provided herein and, in particular, the data contained in this research report are taken from information provided to the public by BuongiornoVitaminic (“the Company”), or other information available to the public, and refer to the date of this document. While the opinions and information contained in this document are based on sources believed to be reliable and in good faith, Banca IMI has not independently verified the contents of this document. Accordingly, no representation or warranty, express or implied, is made by Banca IMI, nor shall any of Banca IMI or its directors, managers, officers or employees have any liability whatsoever (in negligence or otherwise), as to the fairness, accuracy, completeness or correctness of the information and opinions contained in this document. Neither Banca IMI, nor any other company of the Gruppo Bancario SANPAOLO IMI, nor any of its directors, managers, officers or employees, accepts any liability whatsoever (in negligence or otherwise), and accordingly no liability whatsoever shall be assumed by, or shall be placed on, Banca IMI, or any other company of the Gruppo Bancario SANPAOLO IMI, or any of its directors, managers, officers or employees, for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection with this document. Any opinions, forecasts or estimates contained herein constitute a judgement as at the date of this document, and there can be no assurance that the future results of the Company or of the Company Group and/or any future events will be consistent with any such opinions, forecasts or estimates. Any information contained herein is subject to change, update or amendment without notice by Banca IMI subsequent to the date of this document, with no undertaking by Banca IMI to notify of such change, update or amendment any recipient of this document. Banca IMI publishes research on the Company on a regular basis. The previous report was published on 17 February 2003 containing the recommendation SELL. This document is intended for Italian and non-Italian institutional investors (the approximate number of recipients of this report is 750) and will be distributed, on the same day of the deposit at CONSOB, either as a printed document and/or in electronic form. This report shall be disseminated to the general public not later than sixty days from the start of its distribution, by being transmitted to the Borsa Italiana S.p.A. or by being posted on Banca IMI’s website; in case of publishing duties arising from a role as sponsor, according to Article 2.3.4, 3, a), of “Rules of the market, organised and managed by the Italian Exchange, Borsa Italiana S.p.A.”, or from a role as specialist, according to Article 2.3.2, 4, b), of “Rules of the Nuovo Mercato, organised and managed by Borsa Italiana S.p.A.”, this report shall be disseminated to the general public immediately. This document is being supplied to you solely for your information and may not be reproduced, redistributed or passed on, directly or indirectly to any other person or published, in whole or in part, for any purpose without prior written consent by Banca IMI. This document has been prepared to provide background information only as to the Company and any other member of the Company Group. This document is not, nor may it be construed as to constitute, an offer for sale or subscription of or a solicitation of any offer to buy or subscribe for any securities issued or to be issued by the Company or any other member of the Company Group. Accordingly, this document may not be used as a solicitation or an offer for sale or subscription for in securities issued or to be issued by the Company or any other member of the Company Group and any such solicitation or offer shall be made only in accordance with all applicable laws and regulation, including, whenever applicable, the filing of a prospectus with the relevant Authorities in Italy. DISCLOSURE OF POTENTIAL CONFLICTS OF INTEREST Basis for disclosures Banca IMI discloses potential conflicts of interest, as defined by: Article 69, paragraph 1, of CONSOB Resolution No. 11971 of 14 May 1999, as subsequently amended and supplemented, and CONSOB’s Notice No. DME/3019271 of 26 March 2003; the New York Stock Exchange Inc.’s Rule 472; and the National Association of Securities Dealers Inc.’s Rule 2711. Specific disclosures 1. Neither the analyst nor a member of the analyst’s household has a financial interest in the securities of BuongiornoVitaminic. 2. Neither the analyst nor a member of the analyst’s household serves as an officer, director or advisory board member of BuongiornoVitaminic. 3. The analyst/analysts of this report does/do not receive bonuses, salaries, or any other form of compensation that is based upon specific investment banking transactions. 4. The directors, managers, officers or employees of Banca IMI or of any other company of the Gruppo Bancario SANPAOLO IMI may, to the extent permitted by law, own or have a position in the securities (or options, warrants or rights with respect to, or interest in, the shares or other securities of) of the company/companies mentioned in this report, or of any other member of the company’s/companies’ groups. 5. Banca IMI acted as Global Co-ordinator of the global offering in connection with the listing of Vitaminic on the Italian stock exchange (October 2000). 6. Banca IMI has publishing duties, as Specialist, for two financial research reports on Vitaminic, one a full one and one an update, in connection with half-year and end-of-year results, according to Article 2.3.2, 4, b), and of brief notes on the occasion of the release of the quarterly data and of the principal corporate events concerning the issuer, according to Article 2.3.2, 4, c), of “Rules of the Nuovo Mercato, organised and managed by Borsa Italiana S.p.A.”. 7. Banca IMI has quoting obligations, as Specialist, for Vitaminic, according to Article 2.3.2, 4, a) of the stock exchange regulations (“Rules of the Nuovo Mercato, organised and managed by Borsa Italiana S.p.A.”). 8. Banca IMI plans to solicit investment banking business (as defined above) or intends to seek compensation from BuongiornoVitaminic in the next three months. 10 Historical ratings and target prices of Vitaminic The following table shows changes in the rating and target price. Date Rating Target price (€) 17/6/03 30 30-Mar-01 HOLD NA 25 07-Sep-01 HOLD 22.0 20 22-Nov-01 HOLD 25.0 15 26-Feb-02 HOLD 16.0 10 10-Sep-02 HOLD 12.5 5 04-Nov-02 HOLD NA SELL NA 17-Feb-03 Stock rating system Banca IMI has five stock ratings, BUY, ADD, HOLD, REDUCE and SELL, based on the expected 12-month relative performance vs. the local broad index, respectively: >+15%, +5/15%, +5/-5%, -5/-15%, <-15%. 0 J A S VITAMINIC J F M A M J J A S O N D J F M A M J Source: DATASTREAM 50% 44% 45% 40% 35% 29% 30% 25% Distribution of ratings Banca IMI’s Equity Research Department covered 126 companies at 30 May 2003. The chart shows the distribution of ranking, both in total and for those companies (14) for which Banca IMI has provided investment banking services in the last 12 months. O N D 20% 18% 21% 21% 29% 21% 17% 15% 10% 5% 0% BUY ADD Total Distibuted Stocks HOLD REDUCE Investment Banking Clients Distributed by Banca d’Intermediazione Mobiliare IMI S.p.A, Milan, an authorised bank, in Italy. Distributed by and approved by: Banca d’Intermediazione Mobiliare IMI S.p.A. – London Branch, a member of the London Stock Exchange and regulated by the Financial Services Authority for the conduct of designated investment business in the UK. Residents in Italy: This report is based upon information and data from sources that we believe reliable, but whose accuracy is not guaranteed. Its main goal is to offer accurate and up-to-date information; it is not intended, therefore, as an offer or a solicitation to buy or sell securities. Persons and residents in the UK: This document is not for distribution in the United Kingdom to persons who would be defined as private customers under the rules of the FSA. 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