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Investor presentation

September 2017
CONTENT

p.3 THE PROMOTERS


p.5 Spactiv
p.8 Promoters Track Record
p.11 Key Terms and Investor Return Profile

APPENDIX

p.17 Details on Promoters Profiles


p.25 SPAC: General Overview
THE PROMOTERS

MAURIZIO BORLETTI PAOLO DE SPIRT GABRIELE BAVAGNOLI

2006 to date: Founding Partner of 2006 to date: Founding Partner of 2016 to date: Founder and Managing
Borletti Group Borletti Group; Board member of Director of Milano Capital
2016 to date: Chairman Printemps, Grandi Stazioni Retail, 2014 2016: Managing Director at Idea
and leading investor in Grandi Stazioni Highstreet Capital Funds; Board member of
2006 2013: Honorary Chairman and 2002 2006: CEO of Ungaro, La Piadineria
leading investor in Printemps senior manager at Ferragamo 2007 2014: Partner at McKinsey&Co.
2006 2012: Member of Steering 1999 2002: Founder and CEO of 1997 2007: Strategy consultant at
Committee of EuroCommerce, international food retail chain McKinsey&Co.; M&A Advisor with
Board of Federdistribuzione 1988 1998: M&A advisor with Morgan Stanley
2005 2011:Chairman and leading Deutsche Bank
investor in laRinascente
1994 2000: Owner and CEO of Christofle

BORLETTI GROUP is a privately-owned investment group with offices in London and MILANO CAPITAL combines Principal
Luxembourg. Borletti Groups Private Equity division is a team of successful managers with Investing and Strategic Advisory and
entrepreneurial, industrial and financial backgrounds. Over the last 12 years, it has led or co-led operates alongside leading Italian and
successful transactions for a total amount of over 7 bn. international Private Equity investors.

3 Strictly private and confidential


CONTENT

p.3 The Promoters


p.5 SPACTIV
p.8 Promoters Track Record
p.11 Key Terms and Investor Return Profile

APPENDIX

p.17 Details on Promoters Profiles


p.25 SPAC: General Overview
SPACTIV - Transaction Highlights

THE OPPORTUNITY To fund Spactiv, a SPAC that will merge with an Italian or permanently established in Italy
(anyhow PIR-compliant) mid-cap company, with high growth potential
ISSUER Spactiv S.p.A., a joint-stock company under the Italian Law

PROMOTERS Maurizio Borletti, Paolo De Spirt, Gabriele Bavagnoli

SIZE Objective 1: 60m - 80m

TARGET An Italian or permanently established in Italy (PIR-compliant) mid-cap company, with high
growth potential; Equity Value indicatively between 100m and 400m
Qualified minority or majority investment in shares
Industry focus (not exclusive) on Lifestyle: Food, Fashion, Design, Other Consumer
Goods, Health care, Wellness, Tourism. Whole industry value chain: manufacturing, retail,
services

PROMOTERS FUNDS Special Shares (convertible into Ordinary Shares) subscribed by Promoters for an
amount of 2.5 - 3.0m, depending on the final offer size
TIMING Second Half of 2017

MARKET AIM Italia - Italian Stock Exchange

SYNDICATE Global Coordinators & Joint Bookrunners: Mediobanca, UBI Banca.


Nomad and Specialist: UBI Banca

1 up to a maximum of 100 m
5 Strictly private and
confidential
SPACTIV Key Distinctiveness

Experienced team with proven Promoters appeal for Italian


1 Private Equity, M&A, and Value 4 entrepreneurs
Creation track-record and years
Family-owned business background,
of fruitful collaboration with longstanding exposure to typical
family- business issues.

Strong personal network and


operational experience, underpinning
Proprietary deal flow focused on value creation capabilities.
Lifestyle industries, constituting an
2 Italian excellence, with strong growth
Italian roots coupled with international

fundamentals
+ footprint and track record, implying
ability to serve as catalysts for
international expansion.

Modus Operandi based on supporting


and empowering entrepreneurs and
Active approach to value management teams while keeping
proper investor distance.
3 creation, in line with Promoters
track record

6 Strictly private and confidential


CONTENT

p.3 The Promoters


p.5 Spactiv
p.8 PROMOTERS TRACK RECORD
p.11 Key Terms and Investor Return Profile

APPENDIX

p.17 Details on Promoters Profiles


p.25 SPAC: General Overview
BORLETTI GROUP - Track Record

Over the last 12 years, the Borletti Group has led or co-led five acquisitions for a total
invested capital of over 7bn

ACQUISITION EXIT ENTERPRISE


COMPANY RETURNS
DATE YEARS VALUE

2005 2011 0.8bn


(IT)
> 5x MoM1

2006 2013 (FR) 0.9bn

2008 CURRENT (DE) 4.5bn 2 CURRENT

2016 CURRENT (IT)


1.0bn CURRENT

2017 CURRENT (SM) tbd 3 ONGOING

1 Combined equity returns.


2 Real Estate. 8 Strictly private and confidential
3 Start up
GABRIELE BAVAGNOLI - Track Record

Investor/Private Equity track record

SITUATION SECTOR INVESTOR EXPERIENCE RESULTS


2014-16: Idea Capital Private Equity MD. Raised funds, screened and negotiated deals > 200m raised; 1 investment
2014-16: La Piadineria Restaurants Board member. Won competitive bid. Shaped growth +80% sales, >5x value1
2013-17: FBH-Baraclit Constructions Board member, influenced company relaunch +37% sales
2013-17: Dianax Health Care (start up) Originator, co-founder and board member >4x value1

Advisor track record

PERIOD SECTOR ADVISOR EXPERIENCE RESULTS


212-13 Retail Commercial and cost structure turnaround +70% share price in 2 years
2010-12 Telecom Growth strategy design and implementation +1 ppt market/year
2011 Consumer Goods Strategy revamp + 20% share price
2009-10 Retail Commercial and cost structure turnaround 1ppt EBIT/sales
2010 Gaming Global strategy and organization revamp +23% sales in 1 year
2009 Retail Relaunch of Fruit&Vegetable department +11% like-for-like sales
2008 Retail Relaunch of fish, produce departments +4ppt EBIT/sales
2005-09 Retail Major reorganization of commercial departments + 70m/year EBIT
2004 Consumer Goods Growth effort in Italy, Germany, UK, Russia, USA +15M bottles in 4 years
2003 Consumer Goods Global commercial revamp 2x share price in 2 years
2002 Consumer Goods Deployment of 700+ people salesforce +14% sales in 2 years

1. Estimated value creation. 9 Strictly private and confidential


CONTENT

p.3 The Promoters


p.5 Spactiv
p.8 Promoters Track Record
p.11 KEY TERMS AND INVESTOR RETURN PROFILE

APPENDIX

p.17 Details on Promoters Profiles


p.25 SPAC: General Overview
SPACTIV - Head of Terms 1 / 2
ISSUER Spactiv S.p.A. a joint-stock company under the Italian Law

PROMOTERS Maurizio Borletti, Paolo De Spirt, Gabriele Bavagnoli

OFFER SIZE Objective1: 60m - 80m

INVESTMENT 6 - 8m2 A Shares at 10 per share


FEATURES 2 free Warrants each 10 A Shares at the IPO; 3 free Warrants each 10 A Shares at the Business
Combination for Investors who do not exercise their withdrawal rights

WARRANTS Virtually cashless conversion ( 0.10 per new share). Each warrant entitles investors to receive a formula-
based3 number of new Ordinary Shares in the combined entity at a Strike Price of 9.50
Warrants to be exercised within 5 years from the Business Combination
Compulsory conversion when Ordinary Share price equals or exceeds 13.304

TARGET An Italian or permanently established in Italy (PIR-compliant) mid-cap company, with high growth potential;
Equity Value indicatively between 100m and 400m
Qualified minority or majority investment in shares
Industry focus (not exclusive) on Lifestyle sectors: Food, Fashion, Design, Other Consumer Goods,
Health care, Wellness, Tourism. Whole value chain: manufacturing, distribution, services.
Excluded sectors: Banking, Energy, Real Estate
Excluded deal types: start-ups and financial turnarounds (i.e. procedure concorsuali)
Transaction: merger, share purchase, share capital increase or similar transactions

MARKET AIM Italia Italian Stock Exchange, with the objective of listing on the main market (MTA or STAR
Segment) shortly after Business Combination
1up to a maximum of 100m 4 In the event that the official price of the ordinary
2 up to maximum of 10m, depending on the size of the offer
3
shares traded for at least 15 days out of 30 days of
Formula: number of new shares per warrant = (avg. monthly share price consecutive open stock market is greater or equal
strike price) / (avg. monthly share price share subscription price)
11 Strictly private and confidential
than 13.30
SPACTIV - Head of Terms 2 / 2

TIMEFRAME 24 months from the IPO to approve the Business Combination 5

INVESTOR 100% of investors proceeds are placed into an escrow account


PROTECTION After use of promoters funds and interests on proceeds, up to 1% of proceeds, subject to BoD resolution,
may be used to finance working capital requirements of the SPAC
Withdrawal right for investors who do not attend the shareholders meeting called to resolve upon the
Business Combination, abstain or vote against.
Investors who exercise the withdrawal right at the time of the Business Combination will receive the pro-quota net
asset value of the company represented by their shares
The Business Combination will take place only if the net cash out to serve withdrawals
does not exceed 30% of the amount raised in the offer
In case of liquidation, proceeds will be allocated only to Investors until they receive at least 99%
of their invested capital. Promoters start to receive their pro-quota of proceeds only thereafter.

PROMOTERS 2.5 - 3.0m, depending on the final size of the offer


SHARES Up to 300.000 Class B Shares:
- reserved to Promoters, non-listed, subordinated, not voting for Business Combination and non-
transferrable; entitled with certain veto rights and with the right to appoint BoD members with certain
veto rights
- issued at 10 per share and fully paid upfront;
- convertible into Class A Shares at a 1 to 6 ratio: (i) 35% at Business Combination, (ii) 25% when share
price reaches 11.006, (iii) 20% when share price reaches 12.006, (iv) 20% when share price reaches
13.306 within a period of 36 months from the effective date of the Business Combination. In case the share
price reaches 13.306 within a period of 36 months, the last 20% of B Shares will be converted in A Shares at
the 48th month from Business Combination. After that, any remaining class - A shares will then be converted
into class - B, at 1 to 1 ratio.
PROMOTERS For conversions of Special Shares (i), (ii) and (iii), 12 months after each conversion, up to 4 years after the
LOCK-UP Business Combination

5The duration will be extended for other 6 months if an 6 In the event that the official price of the ordinary shares traded
12 Strictly private and confidential
agreement on the Business Combination is reached and for at least 15 days out of 30 days of consecutive open stock
communicated within 24 months market is greater or equal than 11, 12 and 13.30
SPACTIV Illustrative Potential Investor Returns - 1 / 2

Solely for illustration purposes. This chart is not a representation or warranty of future return prospects,
which could be different from what shown below. Accordingly, no reliance should be placed on the illustration
below and recipients of this presentation must make their own independent analysis and calculations.

Investor return: 17,5% Investor return: 32,5% Investor return: 52,0%


Price per Share () (assuming the exercise (assuming the exercise (assuming the exercise
Assumption of all market warrants; of all market warrants; of all market warrants;
excluding additional excluding additional excluding additional
return from dividend) return from dividend) return from dividend)
16

15

14

13

@ BUSINESS
12 @13,3
COMBINATION Compulsory conversion of
warrants into Ordinary
3 additional warrants @12
shares and 20% of Class -
B Shares converted
to existing shareholders @11 20% of Class - B Shares
into Class - A Shares
25% of Class - B Shares converted into Class - A
every 10 Ordinary Shares 10 converted into Class - Shares
A Shares
35% of Class B Shares
converted into Class
A Shares

0
Timeline

13 Strictly private and confidential


SPACTIV Illustrative Potential Investor Returns - 2 / 2

Cashless warrants may leverage investors return

Avg. Monthly Share Price - Strike Price (9,50)


FORMULA =
Avg. Monthly Share Price - Share Subscription Price (0,1)

AVG. MONTHLY SHARE AVG. MONTHLY SHARE AVG. MONTHLY SHARE


PRICE = 11 PRICE = 12 PRICE = 13,3

FORMULA
11-9,50 1,5 12-9,50 2,5 13,3-9,50
COMPUTATION = = = 3,8
11 - 0,1 10,9 12 - 0,1 11,9 13,3 - 0,1 13,2
= = =
0,1376 new shares 0,2101 new shares 0,2879 new shares
from each warrant from each warrant from each warrant

RETURN ON
1001 10*(11-10)+5*0,1376*(11- 0,1) = 10*(12-10)+5*0,2101*(12-0,1) = 10*(13,3-10)+5*0,2879*(13,3-0,1) =
= 17,50 = 32,50 = 52,00
INVESTMENT

PERCENTAGE 17,5% 32,5% 52,0%


RETURN

1.376 NEW SHARES 2.101 NEW SHARES 2.879 NEW SHARES


EACH EACH EACH
10.000 WARRANT 10.000 WARRANT 10.000 WARRANT

1Assuming 2 warrants each 10 Class A Shares at the IPO and 3 warrants each 10 Class A
Shares post Business Combination, for a total of 5 warrants each 10 Class A Shares. 14 Strictly private and confidential
SPACTIVS LIQUIDATION SCHEME

HYPOTHESES
Investors Fund Investors Funds
In case of liquidation of Spactiv, the net proceeds will be 80.000.000 3.000.000
Funds at IPO
allocated as follows:
Initially, funds will be allocated only to Investors (and 1,0% Return on 0,0%
not to Promoters) until they receive 99% of the amount funds1
they provided in the IPO to subscribe class A shares; 80.800.000 Funds with accrued 3.000.000
interest
Then, if any cash or other assets still remain, Promoters
will receive up to 99% of the amount they provided to
subscribe class - B shares; Total Funds
83.800.000
Finally, any remaining cash or other assets will
be allocated among Investors and Promoters,
according to the share of capital owned.

Scenario 1 Scenario 1 Scenario 1

Total Cost Total Cost Total Cost

1.000.000 3.000.000 3.800.000

Total Fund at Liquidation 82.800.000 80.800.000 80.800.000


Investors Fund at Liquidation 79.807.229 79.200.229 99 %2 79.200.000
Promoters Fund at Liquidation 80.000.000
2.992.771 1.600.000 800.000

99% x 80.000.000
+
(80/83) x (82.800.000-99% x
83.000.000)

1 The
hypothesis about the return on the escrow account (i.e. 1%) serves only for illustrative purposes. In any case, it cannot be
considered a proxy of the actual return on the escrow account.
2 In this illustrative example, in case of total costs or losses above 4,6 mln (3 mln +1 % of return on escrow account + 1% of investors 15 Strictly private and confidential
fund utilization), investors proceeds at liquidation would be lower than 99% of the initial investment.
CONTENT

p.3 The Promoters


p.5 Spactiv
p.8 Promoters Track Record
p.11 Key Terms and Investor Return Profile

APPENDIX

p.17 DETAILS ON PROMOTERS PROFILES


p.25 SPAC: General Overview
DETAILS ON PROMOTER PROFILE

MAURIZIO BORLETTI PAOLO DE SPIRT GABRIELE BAVAGNOLI


Founding Partner Borletti Group Founding Partner Borletti Group Founder - Milano Capital

Experience and Management Experience and Management Experience and Management


Christofle, laRinascente, Printemps, Borletti Grandi Stazioni Retail, Printemps, Ungaro, McKinsey & Company, Milano Capital, Idea
Family Office, Swedish Match Ferragamo, Dunkin Donuts, Deutsche Capital, Morgan Stanley
Bank, Morgan Grenfell

Board Membership Board Membership Board Membership


Altagamma, Comit Colbert, Grandi Stazioni Retail, Printemps, FBH, Gruppo La Piadineria, ToI Uno, Dianax
Confcommercio, Confindustria, Highstreet, Borletti Group,
EuroCommerce, Federdistribuzione IADS, S&C Germany
IGDS, Grandi Stazioni Retail, Santa
Margherita, The Market Advisory Advisory
Sanson, Benetton, Prenatal, Mannesman, Several global industrial groups and
Perini, Ducati, Lamborghini financial investors

Education Education Education


Bocconi University University of Buckingham Politecnico Milano, Columbia University

17 Strictly private and confidential


MAURIZIO BORLETTI

Since the creation of the Borletti Group, Maurizio In 2005, Maurizio founded Borletti Group: an
has been active together with Paolo De Spirt in independent investment firm focused on
building its team, sourcing and analysing Private Equity. He also promoted and
investment opportunities. participated as investor to the consortium for
the acquisition of laRinascente where he
In 2016, he participated to the acquisition of served as Chairman between 2005 and 2011,
Grandi Stazioni Retail, in which he currently when it was successfully divested.
serves as Chairman.
In 1993, he left Amministrazione Borletti - one of the
Maurizio has been involved in the target industries oldest and most relevant Italian family offices
for over 20 years, holding board memberships of founded in 1865 - to acquire the French luxury
organisations such as Federdistribuzione (Italian company Christofle, where he led the company
Multiple Retailers Association), EuroCommerce turnaround as CEO until 2003.
(European Association of Retailers), IADS and IGDS
(the two major department store associations), During his academic years, he founded three
Comit Colbert (premium brands association in successive start ups and in 1989 he succeeded
France), Altagamma (premium brands association in his late father in Amministrazione Borletti.
Italy), Logo International (ONeill, WE, van Gils He reorganised its holdings and in 1991 and
brands), Santa Margherita (wines), Inalternative SGR pursued his first take-over as part of the
(Fund of Hedge Funds) and Confindustria consortium purchaser of Swedish Match.
(Confederation of Italian industrial companies).
Maurizio graduated from Bocconi University with a
post-graduate academic experience in Japan. He is
In 2006, he was lead investor in the acquisition of
fluent in Italian, English, French, Spanish and
Printemps, where he served as Honorary Chairman
Portuguese.
until 2013.

18 Strictly private and confidential


PAOLO DE SPIRT

Paolo co-founded Borletti Group where he has Business Development Director at Salvatore
been active in deal sourcing, in managing the Ferragamo.
acquisition processes and in monitoring
In 1999, he left investment banking to found
investments.
Dunkin Donuts Germany & Italy (franchise of
In 2016, he participated to the acquisition of the US company). He was CEO until 2002 and
Grandi Stazioni Retail, in which he serves as then served as Chairman from 2002 to
Board member. 2008. He was backed in his venture by private
investors and major hedge funds.
In 2006, he participated to the acquisition of
Printemps in France and of Highstreet Paolo started his career as an investment banker
(Karstadts real estate portfolio) in Germany. at Deutsche Bank where he grew to the position
He has been a board member of Printemps of Director. He worked on key assignments with
since 2006 and served as board member in Audi/Lamborghini, TPG/ Ducati, Roeber/Perini,
Highstreet from 2006 to 2011. Artsana/Prenatal, Benetton, Del Vecchio/Sanson
Beatrice Foods, Ansaldo, Mannesman/Olivetti.
In 2003, he was asked by Ferragamo to
restructure and divest the Luxury ready-to- Paolo pursued his studies in Italy and the
wear brand Emmanuel Ungaro, where he United kingdom. He is a graduate from the
served as CEO until its sale in 2006. University of Buckingham. He is fluent in
Italian, English, German, and French.
In 2002, he joined the Ferragamo Family
holding company where he served as Group

19 Strictly private and confidential


GABRIELE BAVAGNOLI

Gabriele is Founder and Managing Director of Knowledge Committee of the Europe Middle East
Milano Capital, combining Principal Investing and and Africa Consumer Practice.
Strategic Advisory and working alongside large
Within McKinsey, he advised global Retail,
Italian and international Private Equity firms. He
Consumer Goods and Telecom groups in Italy,
has been cooperating with Maurizio Borletti and
UK, US, the Netherlands, Eastern Europe, and
Paolo De Spirt since Borletti Groups acquisition of
Egypt on strategy, finance, and commercial
Grandi Stazioni Retail.
topics, with a focus on boosting top-line growth.
From 2014 to 2016 he was Managing Director at He also advised several Private Equity firms in
Idea Capital a leading Italian Private Equity Firm due diligence and portfolio work.
with more than 1.5b assets under management
where he co-led the creation of a 200+ m Private He is board member and shareholder at FBH,
Equity Fund focused on Food & Beverage, and leading Italian manufacturer of prefabricated
carried out the leveraged buy-out of Gruppo La buildings and of Dianax, a Biotech company he
Piadineria, a fast-growing restaurant chain, in co-founded in 2013.
which he served as Board member.
He holds a Master of Business Administration
From 1997 to 2014 he has been at McKinsey & from Columbia University, New York, and a
Company, where he became Partner in the Laurea cum laude in Management Engineering
Milan Office and shareholder of the firm in 2007 from Politecnico di Milano.
and served as co-Chairman of the

20 Strictly private and confidential


BORLETTI GROUP
laRinascente

BACKGROUND

March 2005: Acquisition of laRinascente from IFIL /Auchan


Leading Italian department store with over 300m sales,
5,500 employees and a prime real estate portfolio
Competitive auction with over 35 participants
Borletti Groups equity partners: Deutsche Bank, Pirelli,
Investitori Associati
2005-2011: successful repositioning of the store chain through
revamping of the stores, with major investments and product
category reallocation
June 2011: Sale of laRinascente to Central Retail Corporation
(Thai retail group)

RESULTS
Repositioning of the flagship stores and the group towards a
different brand strategy (unsuccessful own brands were replaced
by A-brands)
Operational improvements:
Same Store Sales 4-year CAGR of +3.5% in a global
crisis context
Flagship store sales: +70%
EBITDA CAGR of 71%
+4 points increase in profitability

21 Strictly private and confidential


BORLETTI GROUP
Printemps

BACKGROUND

October 2006: Acquisition of Printemps from PPR Group


Leading French department store chain with 950m sales, over
5,000 employees and a prime real estate portfolio
Restricted acquisition process with only three participants
Borletti Groups equity partner: Deutsche Bank.
2006-2013: Major investments to revamp the stores and
product category reallocation leading to a successful
repositioning of the group
July 2013: Sale of Printemps to a Qatari investor (sales having
reached 1.3bn)

RESULTS

Successful repositioning leading to a significant increase in


sales productivity per sqm
Operational improvements:
Same Store Sales 5-year CAGR of +4% in a global crisis
context
Flagship store sales:+43%
+3 points increase in profitability
EBITDAR CAGR of +10%

22 Strictly private and confidential


BORLETTI GROUP
Grandi Stazioni Retail

BACKGROUND
In early 2015, the shareholders of Grandi Stazioni decided to
demerge retail activities from facility management and
transport-related services.
The concession on the retail activities has been transferred into a
new company, Grandi Stazioni Retail, to be sold through a auction
process
In September 2015, the auction started and BG with 2 partners
(Antin and ICAMAP), decided to participate as a Consortium
In June 2016, Grandi Stazioni Retail has been awarded to the
Consortium, for an enterprise value of 953m

RESULTS

Concession expiration: 20401


Stations: 14 of the largest Italian train stations: Roma Termini, Roma
Tiburtina, Milano Centrale, Torino Porta Nuova, Genova Principe,
Genova Brignole, Verona Porta Nuova, Venezia Mestre, Venezia
Santa Lucia, Bologna Centrale, Firenze Santa Maria Novella, Napoli
Centrale, Bari centrale, Palermo Centrale.
Visitors 14:750m
Leased areas 14: ~ 95k sqm

23 Strictly private and confidential


CONTENT

p.3 The Promoters


p.5 Spactiv
p.8 Promoters Track Record
p.11 Key Terms and Investor Return Profile

APPENDIX

p.17 Details On Promoters Profiles


p.25 SPAC: GENERAL OVERVIEW
SPAC OVERVIEW What is a Spac

A SPAC (Special Purpose Acquisition Company) is a The SPAC has 24 30 months to identify and acquire a target
listed investment vehicle. Its goal is to raise capital in company. If the Business Combination does not happen within
order to acquire and/or merge with an industrial 24 30 months from the IPO, the SPAC is dissolved and
unlisted target company (Business Combination). liquidated. The liquidity present in the escrow account is used to
The Promoters are the management team of the SPAC: reimburse shareholders.
their skills, standing and track record are the pillars of the The Business Combination is approved by the shareholders
success of a SPAC. The Promoters invest their own capital of the SPAC. If the shareholder meeting does not approve the
in the SPAC in Business Combination, the Promoters can seek another target.
order to finance all the activities instrumental to carrying out the
The shareholders who do not approve the Business
Business Combination.
Combination may ask to withdraw their investment.
The capital raised at the IPO is deposited into an
escrow account. The escrow account cannot be
accessed by the SPAC directors without authorization
from the majority of the shareholders (or, it can be used
only in small pre-determined amount e.g. 1%
following BoD authorization).

A SPAC is an investment instrument with a low risk profile until the


Business Combination, but with a significant upside in caseof success

25 Strictly private and confidential


SPAC OVERVIEW Italian Mid Caps and Spacs

ITALY HAS MANY Italy has many successful, privately-owned, mid-size companies. Several of them are
SUCCESSFUL champions in profitable, export-driven markets: from Apparel to Food, from Pharma to
Mechanical Manufacturing, from Automotive to Sustainable Energy.
MID-CAP COMPANIES
They often combine agility with technical excellence, superior design with deep understanding of
the needs of their customers. In many cases, they dominate global niche markets.

SPACS ARE THE Family-owned mid-caps are looking at SPACs with increasing interest as a way to list their
SIMPLEST AND shares and raise capital, since a transaction with a SPAC minimizes the time, burden and
uncertainties of listing. They particularly appreciate the fact that the valuation is negotiated with
MOST CERTAIN
Promoters, not the result of an uncertain fundraising process.
ROUTE TO
Also, SPACs are often seen as more entrepreneur-friendly than private equity funds, since
LISTING FOR MID- SPACs do not require the entrepreneurs to give up control, neither immediately nor in 5 years,
CAP COMPANIES as PE funds typically require.

SPACS As a result of all of the above, SPACs offer investors the opportunity to acquire equity interests
in attractive Italian mid-size companies.
CONSTITUTE AN As of today, the return on Italian SPACs have been consistently attractive
OPPORTUNITY
FOR INVESTORS

26 Strictly private and confidential


SPAC OVERVIEW Pros for Spac Investors

INVESTOR AT SPACs place investors at the very center: shareholders are to be informed and vote on any
THE CENTRE proposed merger, with the option to exit given to dissenting investors.

ACCESS TO AN Investors benefit from the capabilities of a strong and committed team, with experience in the
EXPERIENCED selection and acquisition of non-listed companies.
The payoff for the Promoters is linked to the performance of the company post Business Combination.
AND COMMITTED
TEAM

LIQUIDITY OF THE Stocks and warrants of the SPAC trade on the stock market from the IPO; therefore, the investment
is liquid since the first day of trading.
INVESTIMENT
Warrants give investors the chance to realise an extra upside on the investment.

WITHDRAWAL Investors dissenting on the proposed business combination, can withdraw their investment, even if
the transaction is approved by the majority of shareholders and go through. Similarly, in case the SPAC
RIGHTS AND
is unable to approve a transaction in two years, the company is liquidated and investors receive their
PROTECTION share of proceeds, protected in the escrow account.

27 Strictly private and confidential


SPAC OVERVIEW Lifecycle of a Spac Shareholders Business
that voted YES
or didnt Combination
withdraw (SPAC
shareholders
become
APPROVAL
shareholders
OF THE BUSINESS
of the target
COMBINATION company)
TARGET BUSINESS
SPAC SHAREHOLDER
SEARCH AND COMBINATION
IPO MEETING
NEGOTIATIONS ANNOUNCEMENT
BUSINESS Reimbursement
COMBINATION NOT Shareholders to the SPAC
that voted NO shareholders
APPROVED
and withdrew of their quota
New target search
NO TRANSACTION

SPAC DISSOLUTION
Reimbursement to shareholders of
the liquidity in the escrow account

24 - 30 month

Capital raise in Target search Presentation of the Shareholder Minimum requirements for approval:
SPAC IPO target company approval of
Majority vote
Due diligence the Business
Promoters Withdrawal right Combination
Cash outflow as a consequence of withdrawals accounting for less
investment Transaction for investors not
than 30% of the amount raised in the IPO
negotiations approving the
Business Combination In case the Business Combination is not approved, the Promoters can seek a
new target (within the time limit)

28 Strictly private and confidential


DISCLAMER

This document (the Document) has been prepared solely for information purposes; a limited number of copies of the Document have been made and are strictly reserved for the person to
whom they are addressed: for this reason the information contained herein is confidential and must not be used, in whole or in part, or disclosed to third parties or copied, distributed,
transmitted or reproduced.
The Document is aimed at (i) a selected and limited number of qualified investors as defined in art. 100 of D.Lgs. No. 58/1998 and art. 34-ter of Consob Regulation No. 11971/1999,with the
experience and know-how needed to adequately understand and evaluate the risks inherent in any potential investment in the project described in this Document (the Project) relating
to the above-mentioned Italian SPAC named Spactiv (Special Purpose Acquisition Company) (the Company); and (ii) a limited number of investors, other than those aforementioned
under point (i), who will be able to participate in the Project in such manner, in terms of quality and/or quantity, to let the Company be included in the cases of inapplicability of the
regulations relating to the offer of securities to the public set forth by the aforementioned regulations.
The description of the Project characteristics contained in the Document is not intended and does not constitute in any way an investment advice or a solicitation to purchase securities,
nor is it an offer, or invitation, or promotional message for the purchase, sale or underwriting by any person in any jurisdiction or country where such activities are unlawful or unauthorized
according to the applicable law or regulation, except for the exemptions provided for by the applicable laws.
The terms, data and information contained in the Document are subject to revision and update; the Company and , its Promoters and their consultants assume no responsibility for the
communication, in advance or subsequently, of such revisions and updates should they become necessary or opportune, nor for any damages that may result from improper use of the
information (including communications of revisions and updates) included in the Document.. Within the limits set forth by law, the Company, its Promoters, corporate executives,
managers, employees, and consultants make no statement, give no guarantee and assume no responsibility, express or implied, regarding the accuracy, the adequacy, completeness
and up to date nature of the information contained in the Document, nor regarding any possible error, omission, inaccuracy or oversight contained herein. All prices mentioned in the
Document are indicative and dependent upon market conditions and the terms are liable to change and completion in the final documentation. The document does not attempt to
describe all terms and conditions that will pertain to the proposed transaction nor does it set forth the specific phrasing to be used in the documentation.
The distribution of the Document and information on the Project may be subject to restrictions in certain jurisdictions.
It is recommended that any potential investment decision regarding a possible investment in the Project be based on the formal offering documents prepared by the Company as part of
the listing of the Company shares on the AIM Italia /Mercato Alternativo del Capitale organized and managed by Borsa Italiana S.p.A and on the audit by the investors own independent
and professional financial, legal and fiscal advisers.
Any expected return from the Project is not guaranteed and is based on data shown in Euro. The Document may contain forward-looking information which is based upon
certain assumptions about future events or conditions and is intended only to illustrate hypothetical results under those assumptions (not all of which are specified herein).
Actual events or conditions are unlikely to be consistent with, and may differ materially from, those assumed. In addition, not all relevant events or conditions may have been considered
in developing such assumptions. Accordingly, actual results will vary and the variations may be material. Prospective investors should understand such assumptions and evaluate whether
they are appropriate for their purposes. Any data on past performance, modelling, scenario analysis or back-testing contained herein is no indication as to future performance. No
representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any modelling, scenario analysis or back- testing;. for investors
resident in EC countries that are not part of the Eurozone these returns can increase or decrease due to exchange rate movements.
The tax consequences of an investment depend on the individual circumstances of each investor and may be subject to change in the future; therefore, this Document may not be
considered to have been prepared in order to offer an opinion, legal advice or tax opinion regarding the possible tax consequences of the Project. Every prospective investor is invited to
evaluate any potential investment in the Project on the basis of independent accounting, fiscal and legal advice and should also obtain from its own financial advisors
analyses of the adequacy of the transaction, the risks, the protection and the cash flows associated with the transaction, insofar as such analyses are appropriate for ascertaining the risks
and benefits of the transaction.
Each prospective investor is responsible for its own evaluation that a potential investment in the Project described herein does not contravene the laws and regulations of the
country of residence of the investor and is also responsible for obtaining any prior authorization that might be required to make the investment.
Mediobanca Banca di Credito Finanziario S.p.A. (Mediobanca) and UBI Banca S.p.A. (Ubi Banca) will act as a global coordinators and joint bookrunners in the context of the listing
of the Company shares on the AIM Italia /Mercato Alternativo del Capitale. Mediobanca and Ubi Banca are respectively the parent company of the Mediobanca Banking Group and
the Ubi Banca Group, the companies of which are involved in a wide range of financial transactions, both on a proprietary basis and on behalf of clients. It is possible that Mediobanca and
Ubi Banca, or any one of their subsidiaries or associate companies, or any one of the clients of Mediobanca or Ubi Banca or the Group headed up by them, may have entered into
agreements with or hold investments in, or may execute or have executed transactions, which could lead to a situation of potential conflict of interests vis--vis the transactions described in
the Document. Mediobanca and Ubi Banca declare that, in line with their policy for managing conflicts of interest, they have implemented appropriate measures to ensure that the risk of
conflicts of interests that may damage the clients interest is properly managed, as required by Directive 2004/39/CE and the related second-level provisions and by the respective regulations
transposing and implementing such provisions in Italy.
Acceptance of delivery of the Document by the recipient constitutes acceptance of the terms and conditions set out in this Disclaimer.