Release of the Board of Directors of Valentino Fashion Group S.p.A. pursuant to art. 103, 3rd paragraph, of Legislative Decree no. 58 of 24th February 1998, as subsequently amended, and art. 39 of Consob Regulation no. 11971 of 14 May 1999, as subsequently amended, relating to the residual Public Tender Offer for the ordinary shares of Valentino Fashion Group S.p.A. promoted by Red & Black S.r.l. pursuant to arts. 108 and 109 of the TUF
The Board of Directors of Valentino Fashion Group S.p.A. met in Milan, the meeting was attended by:
- the Company’s Directors, Messrs: Umberto Nicodano (Chairman), Stefano Sassi (Managing Director), Gianluca Andena, Fabrizio Carretti, Paolo Colonna, Maurizio Dallocchio, Giovanni Ferrario, Gaetano Marzotto, Paolo Marzotto, Martin Weckwerth;
- the Members of the Board of Statutory auditors, Messrs: Carlo Domenico Vanoni (Chairman) Michele Paolillo and Enrico Pian (Standing auditors); the Board of Directors unanimously approved the Issuer’s release pursuant to art. 103, 3rd paragraph, of Legislative Decree no. 58 of 24th February 1998 and art. 39 of Consob Regulation no. 11971/99, relating to the residual Public Tender Offer for the ordinary shares of Valentino Fashion Group S.p.A, promoted by Red & Black S.r.l. pursuant to arts. 108 and 109, 1st paragraph, letters a), b) and c) of the TUF.
The Board of Directors also granted a mandate to the Chairman and to the Managing Director, each of them singly, to undertake every action which may become necessary or opportune for the disclosure of the release, also including the amendment of the document as Consob might require after examining it. The Board of Statutory Auditors acknowledged the Board resolution without making any comments.
The price of the residual Offer will be determined by Consob pursuant to art. 108 of the TUF. To this end Red & Black has informed that on 5th October 2007 it sent Consob the statement provided for by art. 102 of the TUF, as well as the documentation pursuant to art. 108 of the TUF and art. 50, 5th paragraph, of the Issuers Regulation, necessary for the determination of the residual Offer price in the same amount as the price of the Voluntary Public Tender Offer which ended on 7th September, i.e. €35.00 for each ordinary share of the Issuer.
In the event that Consob determines the price of the residual Offer in the amount of €35.00, the price will be equal to that of the Voluntary Tender Offer, which was already deemed fair when disclosing the press release approved by the Board of Directors of the Issuer on 12th July 2007.
After taking into account the reasons for the residual Offer and in view of the delisting of the ordinary shares of Valentino Fashion Group, which will follow the conclusion of the residual Offer, the Board of Directors of Valentino Fashion Group expressed its approval on the residual Offer. The Issuer’s press release will be made available to the public along with the Offer document.
Valentino Fashion Group S.p.A.
