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Not for Distribution in the United States, Canada, Australia, South Africa Or Japan Animation – Licensing NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in Australia, Canada, Japan, South Africa or in the United States. This announcement does not contain or constitute an offer of, or a solicitation of an offer to buy, securities for sale in Australia, Canada, Japan or in the United States. The securities referred to herein may not be offered or sold in the United States unless such securities are registered at the United States Securities Exchange Commission or are exempt from registration under the U.S. Securities Act of 1993, as amended (the “Securities Act”). Rainbow S.p.A. does not intend to register any portion of this offering in the United States or to conduct a public offering of the securities in the United States. Any public offering of securities to be made in the United States will be made by means of prospectus, which may be obtained from Rainbow S.p.A. and will contain detailed information about the company and its management, as well as financial statements. The securities offered in the United States will be offered exclusively to “qualified institutional buyers” (as defined under Rule 144A of the Securities Act) pursuant to Rule 144A. This announcement is for distribution only to (i) persons outside the United Kingdom, (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), or (iii) entities to whom it may otherwise lawfully be communicated under applicable laws, falling within Article 49(2)(a) to (d) of the Financial Promotion Order (all such persons together being referred to as “Relevant Persons”). Any investment or investment activity referred to herein is only available to, and will be engaged in only with, Relevant Persons. This announcement should not be acted upon or relied upon by persons who are not Relevant Persons. This announcement does not constitute a prospectus for the purpose of the Prospectus Directive. A prospectus prepared pursuant to the Prospectus Directive will be published. Investors should subscribe the financial instrument referred to herein exclusively on the basis of the information provided in the prospectus. In the Member States of the European Economic Area that implemented the Prospectus Directive, this announcement is only addressed to and directed at qualified investors as defined under Prospectus Directive. The expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU, to the extent that such directive has been implemented in the relevant Member State), and includes any relevant implementing measure in the Member State concerned. PRESS RELEASE RAINBOW HAS FILED AN APPLICATION FOR THE ADMISSION TO LISTING OF ITS SHARES ON THE MERCATO TELEMATICO AZIONARIO ORGANIZED AND MANAGED BY BORSA ITALIANA Milan, April 11, 2018 – Today Rainbow S.p.A. (“Rainbow” or the “Company”, and together with its subsidiaries the “Rainbow Group”) has filed an application for the admission to listing of its ordinary shares on the Mercato Telematico Azionario, organized and managed by Borsa Italiana S.p.A., on the STAR Segment, if applicable, in the context of its proposed initial public offering (the “Transaction”). Rainbow S.p.a. via Brecce 60025 Loreto (An) lta ly Tel. +39 071 75067500 Fax +39 071 7501690 www.rbw.it Capitale Socia le: Euro 3.950.000,00 i.v. Partita lva 01398510428 Animation – Licensing NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN The requirements for the minimum float of shares necessary for the listing on the Mercato Telematico Azionario will be met by means of placement of shares exclusively reserved to qualified investors in Italy and to institutional investors abroad (the “Offering”). In the context of the Transaction the Company prepared a registration document (Documento di Registrazione), a securities note (Nota Informativa) and a summary note (Nota di Sintesi), which together form the Prospectus, filed with Consob for the approval, prepared in connection with the admission to listing of its shares. Information on the Offering It is expected that the Offering will be executed exclusively by means of institutional placement (the “Institutional Placement”) reserved to qualified investors in Italy and to institutional investors abroad, pursuant to the Regulation S of the United States Securities Act of 1993, as amended (the “Securities Act”), and in the United States of America, to “Qualified institutional Buyers”, pursuant to Rule 144A of the Securities Act, with the exclusion of any jurisdiction where such an offer would require the approval of competent authorities, unless and to the extent that such an offer is permitted under the applicable laws and regulations of the relevant jurisdiction concerned. The shares to be offered in the context of the Offering will be offered by Straffin S.r.l. and Viacom Holdings Italia S.r.l., which currently hold 70.38% and 29.62% of Rainbow’s share capital, respectively. The overall number of shares subject to the Offering, as well as other relevant terms of the Offering, will be determined immediately before the commencement of the Offering. The Offering also includes a Greenshoe option. As of the date hereof, it is expected that the shares to be offered in the context of the Offering, including the Greenshoe option, may represent up to 40% of Rainbow’s share capital. The Company’s by-laws that will become effective upon the admission to listing of the shares on the Mercato Telematico Azionario provide for loyalty shares. The Offering is expected to be completed by May 2018, subject to market conditions at the time and upon the receipt of the admission to listing by Borsa Italiana S.p.A. and the approval of the Prospectus By Consob. Following the Offering, the current majority shareholders will continue to hold more than 50% of the Company’s share capital. Straffin S.r.l. and Viacom Holdings Italia S.r.l. are entering into a lock-up agreement in line with the market practice for such transactions. UniCredit Corporate & Investment Banking and Credit Suisse Securities (Europe) Limited are acting as Joint Global Coordinators and Joint Bookrunners, while UniCredit Corporate & Investment Banking is also acting as Sponsor. Kepler Cheuvreux is acting as Specialist in the context of the listing. Rainbow S.p.a. via Brecce 60025 Loreto (An) lta ly Tel. +39 071 75067500 Fax +39 071 7501690 www.rbw.it Capitale Socia le: Euro 3.950.000,00 i.v. Partita lva 01398510428 Animation – Licensing NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN Selected information on Rainbow The Rainbow Group is active since 1995 in the entertainment sector for children and teenager. The Company’s activity consists in the creation and development of animated and live action contents, in the creation of television and cinema products inspired to such contents and in the subsequent marketing of such products also by means of licensing of rights, as well as in the production of animated content for third parties, which was integrated in 2015 with the acquisition of the Canadian subsidiary Bardel Entertainment Inc.. Since 2017, following the acquisition of the Iven group, Rainbow has expanded its offer of television and cinema products addressed to adults and families, thanks to the television format and film library owned by Colorado Film Production S.r.l. (part of the Iven group) active in the sector for over 30 years. The Company’s business model is characterized by a high degree of vertical integration, covering the direct management of the entire content creation process as well as the marketing and sale of the products, and by a high degree of flexibility. In the course of over 20 years of business the Rainbow Group created and developed several properties, the most popular being Winx Club, which, as of today, are broadcasted in over 100 countries through several broadcasting platforms. The popularity of the properties connected to such content results in over 500 active licensing agreements in place with global licensees that develop a wide range of products across multiple product categories. Selected financial data The following table illustrates the main financial indicators of the Rainbow Group for the years ended on December 31, 2017, 2016 and 2015. For the year ended December 31, (€ in thousands) 2017 2016 2015 Restated Total revenues and other income 86,757 74,064 51,471 Reported EBITDA 26,431 22,113 19,078 Reported EBITDA Margin 30.5% 29.9% 37.1% Profit for the year 2,978 9,279 5,116 The decrease in the net income for the year ended December 31, 2017 is mainly driven by: (i) the write-down of the interest in Alfa Park for an amount of € 4,400 thousand; and (ii) the increase with respect to previous years of amortization on intangible assets, which amounted to € 15,524 thousand as of December 31, 2017, compared to € 7,012 thousand as of December 31, 2016 and € 7,430 thousand as of December 31, 2015, mainly due to the amortization of the film “La ragazza nella nebbia” and of the new Maggie & Bianca Fashion Friends, Regal Academy and World of Winx properties. Rainbow S.p.a. via Brecce 60025 Loreto (An) lta ly Tel. +39 071 75067500 Fax +39 071 7501690 www.rbw.it Capitale Socia le: Euro 3.950.000,00
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