☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Not applicable |
The Netherlands | |
(Translation of Registrant’s name into English) |
(Jurisdiction of incorporation or organization) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Ordinary Shares, nominal value €0.02 per share |
ZGN |
New York Stock Exchange | ||
Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share |
ZGN WS |
New York Stock Exchange |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Emerging growth company | ☐ |
U.S. GAAP ☐ | International Financial Reporting Standards as issued | Other ☐ | ||||
by the International Accounting Standards Board ☒ |
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ITEM 4 |
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ITEM 4A |
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ITEM 15 |
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ITEM 16A |
141 | |||
ITEM 16B |
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ITEM 16G |
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ITEM 16H |
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ITEM 17 |
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ITEM 18 |
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ITEM 19 |
144 |
• | the impact of COVID-19 or similar public health crises on Zegna’s business; |
• | disruptions arising from political, social and economic instability, geopolitical tensions or civil unrest, including the current conflict in Ukraine; |
• | the effect of the consummation of the Business Combination on Zegna’s business, cash flows, financial condition or results of operations; |
• | the ability of Zegna to safeguard the recognition, integrity and reputation of its brands and to identify and respond to new and changing customer preferences; |
• | the ability of Zegna to successfully implement its strategy; |
• | disruptions to Zegna’s manufacturing and logistics facilities, as well as DOSs, including as a result of the COVID-19 pandemic; |
• | risks related to the operation of Zegna’s DOSs, including as a result of difficulties in renewing the existing lease agreements, an increase in rental charges or a decline in sales, and the operation of points of sale by third parties in the wholesale channel; |
• | fluctuations in the price or quality of, or disruptions in the availability of, raw materials used by Zegna for its products, which could cause Zegna to incur increased costs, disrupt its manufacturing processes or prevent or delay Zegna from meeting its customers’ demand; |
• | the ability of Zegna to negotiate, maintain or renew license agreements with high end third party brands; |
• | shifts in travel patterns or declines in travel volumes, including as a result of the COVID-19 pandemic; |
• | the ability to attract and retain key senior personnel and preserve craftmanship skills; |
• | Zegna’s ability to protect its intellectual property rights; |
• | disruptions or breaches compromising Zegna’s information technology systems or the personal information of Zegna’s customers; |
• | Zegna’s ability to maintain Zegna’s securities’ listing on the NYSE; |
• | the fact that the market price of Zegna’s securities may be volatile due to a variety of factors; |
• | the ability to develop and maintain effective internal controls; |
• | material weaknesses have been identified in Zegna’s internal control over financial reporting and if Zegna fails to remediate these material weaknesses or maintain an effective system of internal controls, it may not be able to produce timely and accurate financial statements or comply with applicable laws and regulations; |
• | changes in local economic, business, regulatory, social and political conditions, as well as changes in general economic conditions and in demand for luxury goods; |
• | exchange rate fluctuations, interest rate changes, credit risk and other market risks; |
• | the high levels of competition in the luxury goods market; |
• | compliance with laws, including laws and regulation related to intellectual property, competition, product safety, packaging and labeling, import and processing of certain raw materials and finished goods, data protection, limits on cash payments, worker health and safety and the environment; |
• | changes in trade policy, the imposition of tariffs, the enactment of tax reforms and other changes in laws and regulations; and |
• | other factors discussed elsewhere in this report in the section “ Item 3.D—Risk Factors |
ITEM 1 |
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
ITEM 2 |
OFFER STATISTICS AND EXPECTED TIMETABLE |
ITEM 3 |
KEY INFORMATION |
• | changes in the industries in which we and our customers operate; |
• | variations in our operating performance and the performance of our competitors in general; |
• | material and adverse impact of the COVID-19 pandemic on the markets and the broader global economy; |
• | actual or anticipated fluctuations in our annual or interim operating results; |
• | publication of research reports by securities analysts about us or our competitors or our industry; |
• | the public’s reaction to our press releases, other public announcements and filings with the SEC; |
• | our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market; |
• | additions and departures of key personnel; |
• | changes in laws and regulations affecting our business; |
• | commencement of, or involvement in, litigation involving us; |
• | changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; |
• | the volume of Ordinary Shares available for public sale; |
• | general economic and political conditions such as recessions, interest rates, fuel prices, foreign currency fluctuations, international tariffs, social, political and economic risks and acts of war or terrorism; and |
• | the other factors described in this “ Item 3.D—Risk Factors |
ITEM 4 |
INFORMATION ON THE COMPANY |
• | on the Closing Date prior to the Effective Time, Zegna implemented the Conversion and became a Dutch public limited liability company ( naamloze vennootschap |
• | in connection with the Conversion, Zegna underwent a share split such that immediately following the Closing (including the Share Repurchase) the then-existing shareholders of Zegna would hold 155,400,000 Ordinary Shares (excluding any Ordinary Shares purchased in connection with the PIPE Financing); |
• | on the Closing Date following the Conversion and prior to the Effective Time, the FPA Purchaser purchased from IIAC and IIAC issued to such FPA Purchaser 22,500,000 Class A Shares for an aggregate purchase price of €191.8 million; |
• | immediately following the consummation of the Forward Purchase, at the Effective Time, Zegna Merger Sub merged with and into IIAC, with IIAC being the Surviving Company in the Merger; |
• | in connection with the Merger, (a) each share in the capital of Zegna Merger Sub issued and outstanding immediately prior to the Effective Time was automatically cancelled and extinguished and converted into one ordinary share in the share capital of the Surviving Company, (b) each Class A Share and Class B Share of IIAC issued and outstanding immediately prior to the Effective Time (excluding shares tendered for redemption) remained outstanding as one ordinary share of the Surviving Company for further contribution as a contribution in kind, immediately following the Effective Time, to Zegna in consideration for one Ordinary Share, (c) each IIAC Ordinary Share held immediately prior to the Effective Time by IIAC as treasury shares was cancelled, and no consideration was paid with respect thereto, (d) each outstanding IIAC Public Warrant automatically ceased to represent a right to acquire one Class A Share and automatically was converted and represented, at the Effective Time, a right to acquire one Ordinary Share on the same contractual terms and conditions as were in effect immediately prior to the Effective Time under the terms of the Warrant Agreement, and (e) 5,900,000 IIAC Private Placement Warrants that were outstanding immediately prior to the Effective Time were exchanged, at the Effective Time, for the issuance by Zegna of a Private Placement Warrant representing a right to acquire one Ordinary Share on the same contractual terms and conditions as those of the IIAC Private Placement Warrants as were in effect immediately prior to the Warrant Agreement Amendment, while the remaining 800,000 IIAC Private Placement Warrants were transferred by the FPA Purchaser to Zegna pursuant to the Business Combination Agreement, and Zegna issued a corresponding number of Private Placement Warrants to certain of its directors, namely the directors who were members of the Zegna Board prior to the Conversion, the Lead Non-Executive Director and the chairperson of the Audit Committee; |
• | immediately following the Effective Time, Zegna consummated the PIPE Financing and the Offset PIPE Financing; |
• | after the consummation of the PIPE Financing and the Offset PIPE Financing, the Surviving Company distributed an amount of cash equal to the Capital Distribution Amount to Zegna by way of the Capital Distribution; and |
• | promptly following the Capital Distribution, Zegna completed the Share Repurchase, acquiring 54,600,000 Ordinary Shares from Monterubello in exchange for a promissory note in the amount of the Cash Consideration. Such promissory note was repaid by Zegna on December 21, 2021. |
Increase/(Decrease) |
||||||||||||||||||||
Years ended December 31, |
2021 vs. 2020 |
2020 vs. 2019 |
||||||||||||||||||
( € thousand, except percentages) |
2021 |
2020 |
2019 |
% Actual |
% Actual |
|||||||||||||||
EMEA (1) |
380,325 | 315,879 | 431,384 | 20.4 | % | (26.8 | )% | |||||||||||||
of which Italy |
158,722 | 121,202 | 140,676 | 31.0 | % | (13.8 | )% | |||||||||||||
of which United Kingdom |
37,682 | 32,985 | 58,012 | 14.2 | % | (43.1 | )% | |||||||||||||
North America (2) |
191,283 | 131,049 | 233,327 | 46.0 | % | (43.8 | )% | |||||||||||||
of which United States |
176,059 | 114,818 | 205,744 | 53.3 | % | (44.2 | )% | |||||||||||||
Latin America (3) |
19,971 | 12,915 | 25,404 | 54.6 | % | (49.2 | )% | |||||||||||||
APAC (4) |
696,344 | 551,650 | 626,059 | 26.2 | % | (11.9 | )% | |||||||||||||
of which Greater China Region |
588,876 | 438,193 | 458,294 | 34.4 | % | (4.4 | )% | |||||||||||||
of which Japan |
55,479 | 61,523 | 90,240 | (9.8 | )% | (31.8 | )% | |||||||||||||
Other (5) |
4,479 | 3,240 | 5,153 | 38.2 | % | (37.1 | )% | |||||||||||||
Total |
1,292,402 |
1,014,733 |
1,321,327 |
27.4 |
% |
(23.2 |
)% |
(1) | EMEA comprises Europe, the Middle East and Africa. |
(2) | North America includes the United States of America and Canada. |
(3) | Latin America includes Mexico, Brazil and other Central and South American countries. |
(4) | APAC includes Greater China Region, Japan, South Korea, Thailand, Malaysia, Vietnam, Indonesia, Philippines, Australia, New Zealand, India and other South East Asian countries. |
(5) | Other includes royalties fees, certain sales of old seasons products, and exchange rate impact deriving from hedging transactions on revenues. |
• | continue the successful development of Thom Browne products, focusing on growth of Thom Browne’s womenswear and accessories; |
• | significantly expand Thom Browne’s customer base while maintaining the loyalty of its existing customers by taking actions to increase the brand awareness and continuing to maintain a creative, thought-provoking design style with strong tailoring aesthetics; |
• | continue to grow Thom Browne’s direct distribution channels, both through physical locations and e-commerce platforms; and |
• | maintain a limited-volume presence in the wholesale distribution channel as a platform to increase the brand’s visibility and awareness. |
• | the Zegna Branded Products product line; |
• | the Textile product line; and |
• | the Third Party Brands product line (formerly known as the Strategic Alliances product line). |
• | Ermenegildo Zegna, the iconic, legendary heart of the brand; |
• | Z Zegna, combining activewear and tailoring with a strong focus on technical innovation and performance fabrics; and |
• | Ermenegildo Zegna XXX, the boldest expression of Zegna, which reimagines contemporary style with couture-level tailoring and fabrics. |
• | Franchisees |
• | Department stores and multibrand specialty stores re-sale in their stores, sometimes in specific Zegna branded wall units. The contractual arrangements with this type of customers vary based on the relevant store’s standard terms. |
• | Online multibrand stores |
Location |
Use |
Approximate Square Meters | ||
Italy, Sagliano Micca, Via della Libertà 16 |
Factory, storage and offices | 5,500 | ||
Italy, Molvena di Colceresa, Via dell’Artigianato |
Factory, storage and offices | 10,000 | ||
Italy, Fossoli di Carpi, Italy, via Budrione Migliarina 2/A |
Factory, storage and offices | 11,470 | ||
Italy, Novi di Modena, fraz. Rovereto sul Secchia, via Foscolo 11 |
Factory, storage and offices | 975 |
ITEM 4A |
UNRESOLVED STAFF COMMENTS |
ITEM 5 |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
(Euro thousands) |
For the years ended December 31, |
|||||||||||
2021 |
2020 |
2019 |
||||||||||
Euro |
387,251 | 344,288 | 447,231 | |||||||||
Chinese Renminbi |
501,824 | 375,359 | 342,962 | |||||||||
U.S. Dollar |
185,944 | 114,065 | 206,536 | |||||||||
Japanese Yen |
49,966 | 48,605 | 73,490 | |||||||||
Pound Sterling |
30,101 | 28,826 | 50,551 | |||||||||
Hong Kong Dollar |
17,168 | 27,182 | 72,472 | |||||||||
United Arab Emirates Dirham |
31,534 | 13,614 | 18,180 | |||||||||
Other currencies |
88,614 | 62,794 | 109,905 | |||||||||
|
|
|
|
|
|
|||||||
Total |
1,292,402 |
1,014,733 |
1,321,327 |
|||||||||
|
|
|
|
|
|
2021 |
2020 |
2019 |
||||||||||||||||||||||
At December 31 |
Average |
At December 31 |
Average |
At December 31 |
Average |
|||||||||||||||||||
U.S. Dollar |
1.133 | 1.183 | 1.227 | 1.142 | 1.123 | 1.119 | ||||||||||||||||||
Swiss Franc |
1.033 | 1.081 | 1.080 | 1.070 | 1.085 | 1.113 | ||||||||||||||||||
Chinese Renminbi |
7.195 | 7.629 | 8.023 | 7.874 | 7.821 | 7.735 | ||||||||||||||||||
Pound Sterling |
0.840 | 0.860 | 0.899 | 0.890 | 0.851 | 0.878 | ||||||||||||||||||
Hong Kong Dollar |
8.833 | 9.193 | 9.514 | 8.857 | 8.747 | 8.772 | ||||||||||||||||||
Singapore Dollar |
1.528 | 1.589 | 1.622 | 1.574 | 1.511 | 1.527 | ||||||||||||||||||
United Arab Emirates Dirham |
4.160 | 4.344 | 4.507 | 4.194 | 4.126 | 4.111 | ||||||||||||||||||
Japanese Yen |
130.380 | 129.877 | 126.490 | 121.832 | 121.940 | 122.021 |
(Euro thousands, except percentages) |
For the years ended December 31, |
(Increase)/Decrease |
||||||||||||||||||||||||||||||||||||||
2021 |
As a % of Revenues |
2020 |
As a % of Revenues |
2019 |
As a % of Revenues |
2021 vs 2020 |
% |
2020 vs 2019 |
% |
|||||||||||||||||||||||||||||||
Raw materials |
(108,442 | ) | (8.4 | %) | (108,130 | ) | (10.7 | %) | (139,965 | ) | (10.6 | %) | (312 | ) | (0.3 | %) | 31,835 | 22.7 | % | |||||||||||||||||||||
Finished goods |
(161,731 | ) | (12.5 | %) | (130,006 | ) | (12.8 | %) | (141,512 | ) | (10.7 | %) | (31,725 | ) | (24.4 | %) | 11,506 | 8.1 | % | |||||||||||||||||||||
Consumables |
(12,951 | ) | (1.0 | %) | (10,909 | ) | (1.1 | %) | (14,067 | ) | (1.1 | %) | (2,042 | ) | (18.7 | %) | 3,158 | 22.4 | % | |||||||||||||||||||||
Change in raw materials, consumables and finished goods |
(24,822 | ) | (1.9 | %) | 131 | 0.0 | % | (9,991 | ) | (0.8 | %) | (24,953 | ) | n.m. | (*) | 10,122 | 101.3 | % | ||||||||||||||||||||||
Other |
(1,663 | ) | (0.1 | %) | (1,655 | ) | (0.2 | %) | (4,266 | ) | (0.3 | %) | (8 | ) | (0.5 | %) | 2,611 | 61.2 | % | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total cost of raw materials and consumables |
(309,609 |
) |
(24.0 |
%) |
(250,569 |
) |
(24.7 |
%) |
(309,801 |
) |
(23.4 |
%) |
(59,040 |
) |
(23.6 |
%) |
59,232 |
19.1 |
% |
(*) |
Throughout this section “n.m.” means not meaningful. |
(Euro thousands) |
For the years ended December 31, |
|||||||||||||||||||||||
2021 |
Percentage of revenues |
2020 |
Percentage of revenues |
2019 |
Percentage of revenues |
|||||||||||||||||||
Revenues |
1,292,402 | 100.0 | % | 1,014,733 | 100.0 | % | 1,321,327 | 100.0 | % | |||||||||||||||
Other income |
8,260 | 0.6 | % | 5,373 | 0.5 | % | 7,873 | 0.6 | % | |||||||||||||||
Cost of raw materials and consumables |
(309,609 | ) | (24.0 | )% | (250,569 | ) | (24.7 | )% | (309,801 | ) | (23.4 | )% | ||||||||||||
Purchased, outsourced and other costs |
(353,629 | ) | (27.4 | )% | (286,926 | ) | (28.3 | )% | (371,697 | ) | (28.1 | )% | ||||||||||||
Personnel costs |
(367,762 | ) | (28.5 | )% | (282,659 | ) | (27.9 | )% | (331,944 | ) | (25.1 | )% | ||||||||||||
Depreciation, amortization and impairment of assets |
(163,367 | ) | (12.6 | )% | (185,930 | ) | (18.3 | )% | (177,068 | ) | (13.4 | )% | ||||||||||||
Write downs and other provisions |
(19,487 | ) | (1.5 | )% | (6,178 | ) | (0.6 | )% | (1,017 | ) | (0.1 | )% | ||||||||||||
Other operating costs |
(180,836 | ) | (14.0 | )% | (30,399 | ) | (3.0 | )% | (49,034 | ) | (3.7 | )% | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating (Loss)/Profit |
(94,028 |
) |
(7.3 |
)% |
(22,555 |
) |
(2.2 |
)% |
88,639 |
6.7 |
% | |||||||||||||
Financial income |
45,889 | 3.6 | % | 34,352 | 3.4 | % | 22,061 | 1.7 | % | |||||||||||||||
Financial expenses |
(43,823 | ) | (3.4 | )% | (48,072 | ) | (4.7 | )% | (37,492 | ) | (2.8 | )% | ||||||||||||
Foreign exchange (losses)/gains |
(7,791 | ) | (0.6 | )% | 13,455 | 1.3 | % | (2,441 | ) | (0.2 | )% | |||||||||||||
Result from investments accounted for using the equity method |
2,794 | 0.2 | % | (4,205 | ) | (0.4 | )% | (1,534 | ) | (0.1 | )% | |||||||||||||
Impairments of investments accounted for using the equity method |
— | 0.0 | % | (4,532 | ) | (0.4 | )% | — | 0.0 | % | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
(Loss)/Profit before taxes |
(96,959 |
) |
(7.5 |
)% |
(31,557 |
) |
(3.1 |
)% |
69,233 |
5.2 |
% | |||||||||||||
Income taxes |
(30,702 | ) | (2.4 | )% | (14,983 | ) | (1.5 | )% | (43,794 | ) | (3.3 | )% | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
(Loss)/Profit for the year |
(127,661 |
) |
(9.9 |
)% |
(46,540 |
) |
(4.6 |
)% |
25,439 |
1.9 |
% |
( Euro thousands ) |
For the years ended December 31, |
Increase/(Decrease) |
||||||||||||||||||||||||||
2021 |
2020 |
2019 |
2021 vs 2020 |
% |
2020 vs 2019 |
% |
||||||||||||||||||||||
Zegna branded products |
847,311 | 636,478 | 919,545 | 210,833 | 33.1 | % | (283,067 | ) | (30.8 | )% | ||||||||||||||||||
Thom Browne |
263,397 | 179,490 | 160,595 | 83,907 | 46.7 | % | 18,895 | 11.8 | % | |||||||||||||||||||
Textile |
102,244 | 87,615 | 108,513 | 14,629 | 16.7 | % | (20,898 | ) | (19.3 | )% | ||||||||||||||||||
Third Party Brands |
74,957 | 82,273 | 91,720 | (7,316 | ) | (8.9 | )% | (9,447 | ) | (10.3 | )% | |||||||||||||||||
Agnona |
1,191 | 12,389 | 17,691 | (11,198 | ) | (90.4 | )% | (5,302 | ) | (30.0 | )% | |||||||||||||||||
Other |
3,302 | 16,488 | 23,263 | (13,186 | ) | (80.0 | )% | (6,775 | ) | (29.1 | )% | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total revenues |
1,292,402 |
1,014,733 |
1,321,327 |
277,669 |
27.40 |
% |
(306,594 |
) |
(23.20 |
)% |
(Euro thousands) |
For the years ended December 31, |
Increase/(Decrease) |
||||||||||||||||||||||||||
2021 |
2020 |
2019 |
2021 vs 2020 |
% |
2020 vs 2019 |
% |
||||||||||||||||||||||
Direct to Consumer (DTC) - Zegna branded products |
712,862 | 527,972 | 743,012 | 184,890 | 35.0 | % | (215,040 | ) | (28.9 | )% | ||||||||||||||||||
Direct to Consumer (DTC) - Thom Browne branded products |
138,567 | 85,268 | 61,045 | 53,299 | 62.5 | % | 24,223 | 39.7 | % | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total Direct to Customer (DTC) |
851,429 |
613,240 |
804,057 |
238,189 |
38.8 |
% |
(190,817 |
) |
(23.7 |
)% | ||||||||||||||||||
Wholesale Zegna branded products |
134,449 | 108,506 | 176,533 | 25,943 | 23.9 | % | (68,027 | ) | (38.5 | )% | ||||||||||||||||||
Wholesale Thom Browne branded products |
124,830 | 94,222 | 99,550 | 30,608 | 32.5 | % | (5,328 | ) | (5.4 | )% | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Wholesale Third Party Brands and Textile |
177,201 | 169,888 | 200,233 | 7,313 | 4.3 | % | (30,345 | ) | (15.2 | )% | ||||||||||||||||||
Wholesale Agnona |
1,191 | 12,389 | 17,691 | (11,198 | ) | (90.4 | )% | (5,302 | ) | (30.0 | )% | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total Wholesale |
437,671 |
385,005 |
494,007 |
52,666 |
13.7 |
% |
(109,002 |
) |
(22.1 |
)% | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Other |
3,302 |
16,488 |
23,263 |
(13,186 |
) |
(80.0 |
)% |
(6,775 |
) |
(29.1 |
)% | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total revenues |
1,292,402 |
1,014,733 |
1,321,327 |
277,669 |
27.4 |
% |
(306,594 |
) |
(23.2 |
)% |
(Euro thousands, except percentages) |
For the years ended December 31, |
Increase/(Decrease) |
||||||||||||||||||||||||||
2021 |
2020 |
2019 |
2021 vs 2020 |
% |
2020 vs 2019 |
% |
||||||||||||||||||||||
EMEA (1) |
380,325 |
315,879 |
431,384 |
64,446 |
20.4 |
% |
(115,505 |
) |
(26.8 |
)% | ||||||||||||||||||
of which Italy |
158,722 |
121,202 |
140,676 |
37,520 |
31.0 |
% |
(19,474 |
) |
(13.8 |
)% | ||||||||||||||||||
of which UK |
37,682 |
32,985 |
58,012 |
4,697 |
14.2 |
% |
(25,027 |
) |
(43.1 |
)% | ||||||||||||||||||
North America (2) |
191,283 |
131,049 |
233,327 |
60,234 |
46.0 |
% |
(102,278 |
) |
(43.8 |
)% | ||||||||||||||||||
of which United States |
176,059 |
114,818 |
205,744 |
61,241 |
53.3 |
% |
(90,926 |
) |
(44.2 |
)% | ||||||||||||||||||
Latin America (3) |
19,971 |
12,915 |
25,404 |
7,056 |
54.6 |
% |
(12,489 |
) |
(49.2 |
)% | ||||||||||||||||||
APAC (4) |
696,344 |
551,650 |
626,059 |
144,694 |
26.2 |
% |
(74,409 |
) |
(11.9 |
)% | ||||||||||||||||||
of which Greater China Region |
588,876 |
438,193 |
458,294 |
150,683 |
34.4 |
% |
(20,101 |
) |
(4.4 |
)% | ||||||||||||||||||
of which Japan |
55,479 |
61,523 |
90,240 |
(6,044 |
) |
(9.8 |
)% |
(28,717 |
) |
(31.8 |
)% | |||||||||||||||||
Other (5) |
4,479 |
3,240 |
5,153 |
1,239 |
38.2 |
% |
(1,913 |
) |
(37.1 |
)% | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
1,292,402 |
1,014,733 |
1,321,327 |
277,669 |
27.4 |
% |
(306,594 |
) |
(23.2 |
)% |
(1) |
EMEA includes Europe, the Middle East and Africa. |
(2) |
North America includes the United States of America and Canada. |
(3) |
Latin America includes Mexico, Brazil and other Central and South American countries. |
(4) |
APAC includes the Greater China Region, Japan, South Korea, Thailand, Malaysia, Vietnam, Indonesia, Philippines, Australia, New Zealand, India and other Southeast Asian countries. |
(5) |
Other revenues mainly include royalties and certain sales of old season products. |
(Euro thousands, except percentages) |
For the years ended December 31, |
Increase/(Decrease) |
||||||||||||||||||||||||||
2021 |
2020 |
2019 |
2021 vs 2020 |
% |
2020 vs 2019 |
% |
||||||||||||||||||||||
Other income |
8,260 | 5,373 | 7,873 | 2,887 | 53.7 | % | (2,500 | ) | (31.8 | )% |
(Euro thousands, except percentages) |
For the years ended December 31, |
(Increase)/Decrease |
||||||||||||||||||||||||||||||||||||||
2021 |
As a % of Revenues |
2020 |
As a % of Revenues |
2019 |
As a % of Revenues |
2021 vs 2020 |
% |
2020 vs 2019 |
% |
|||||||||||||||||||||||||||||||
Raw materials |
(108,442 | ) | (8.4 | %) | (108,130 | ) | (10.7 | %) | (139,965 | ) | (10.6 | %) | (312 | ) | (0.3 | %) | 31,835 | 22.7 | % | |||||||||||||||||||||
Finished goods |
(161,731 | ) | (12.5 | %) | (130,006 | ) | (12.8 | %) | (141,512 | ) | (10.7 | %) | (31,725 | ) | (24.4 | %) | 11,506 | 8.1 | % | |||||||||||||||||||||
Consumables |
(12,951 | ) | (1.0 | %) | (10,909 | ) | (1.1 | %) | (14,067 | ) | (1.1 | %) | (2,042 | ) | (18.7 | %) | 3,158 | 22.4 | % | |||||||||||||||||||||
Change in raw materials, consumables and finished goods |
(24,822 | ) | (1.9 | %) | 131 | 0.0 | % | (9,991 | ) | (0.8 | %) | (24,953 | ) | n.m. | (*) | 10,122 | 101.3 | % | ||||||||||||||||||||||
Other |
(1,663 | ) | (0.1 | %) | (1,655 | ) | (0.2 | %) | (4,266 | ) | (0.3 | %) | (8 | ) | (0.5 | %) | 2,611 | 61.2 | % | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total cost of raw materials and consumables |
(309,609 |
) |
(24.0 |
%) |
(250,569 |
) |
(24.7 |
%) |
(309,801 |
) |
(23.4 |
%) |
(59,040 |
) |
(23.6 |
%) |
59,232 |
19.1 |
% |
(*) |
Throughout this section “n.m.” means not meaningful. |
(Euro thousands, except percentages) |
For the years ended December 31, |
(Increase)/Decrease |
||||||||||||||||||||||||||
2021 |
2020 |
2019 |
2021 vs 2020 |
% |
2020 vs 2019 |
% |
||||||||||||||||||||||
Purchased, outsourced and other costs |
(353,629 | ) | (286,926 | ) | (371,697 | ) | (66,703 | ) | (23.2 | )% | 84,771 | 22.8 | % | |||||||||||||||
Purchased, outsourced and other costs as % of Revenues |
(27.4 | )% | (28.3 | )% | (28.1 | )% |
(Euro thousands, except percentages) |
For the years ended December 31, |
(Increase)/Decrease |
||||||||||||||||||||||||||
2021 |
2020 |
2019 |
2021 vs 2020 |
% |
2020 vs 2019 |
% |
||||||||||||||||||||||
Personnel costs |
(367,762 | ) | (282,659 | ) | (331,944 | ) | (85,103 | ) | (30.1 | )% | 49,285 | 14.8 | % | |||||||||||||||
Personnel costs as % of revenues |
(28.5 | )% | (27.9 | )% | (25.1 | )% |
(Euro thousands, except percentages) |
For the years ended December 31, |
(Increase)/Decrease |
||||||||||||||||||||||||||
2021 |
2020 |
2019 |
2021 vs 2020 |
% |
2020 vs 2019 |
% |
||||||||||||||||||||||
Depreciation and amortization |
(154,195 | ) | (166,205 | ) | (168,210 | ) | 12,010 | 7.2 | % | 2,005 | 1.2 | % | ||||||||||||||||
Impairment of assets |
(9,172 | ) | (19,725 | ) | (8,858 | ) | 10,553 | 53.5 | % | (10,867 | ) | (122.7 | )% | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Depreciation, amortization and impairment of assets |
(163,367 |
) |
(185,930 |
) |
(177,068 |
) |
22,563 |
12.1 |
% |
(8,862 |
) |
(5.0 |
)% | |||||||||||||||
Depreciation and amortization as % of Revenues |
(11.9 | )% | (16.4 | )% | (12.7 | )% | ||||||||||||||||||||||
Impairment of assets as % of Revenues |
(0.7 | )% | (1.9 | )% | (0.7 | )% | ||||||||||||||||||||||
Depreciation, amortization and impairment of assets as % of Revenues |
(12.6 | )% | (18.3 | )% | (13.4 | )% |
(Euro thousands, except percentages) |
For the years ended December 31, |
(Increase)/Decrease |
||||||||||||||||||||||||||
2021 |
2020 |
2019 |
2021 vs 2020 |
% |
2020 vs 2019 |
% |
||||||||||||||||||||||
Write downs and other provisions |
(19,487 | ) | (6,178 | ) | (1,017 | ) | (13,309 | ) | (215.4 | )% | (5,161 | ) | (507.5 | )% | ||||||||||||||
Write downs and other provisions as % of revenue |
(1.5 | )% | (0.6 | )% | (0.1 | )% |
(Euro thousands, except percentages) |
For the years ended December 31, |
(Increase)/Decrease |
||||||||||||||||||||||||||
2021 |
2020 |
2019 |
2021 vs 2020 |
% |
2020 vs 2019 |
% |
||||||||||||||||||||||
Operating costs |
(180,836 | ) | (30,399 | ) | (49,034 | ) | (150,437 | ) | n.m. | 18,635 | 38.0 | % | ||||||||||||||||
Operating costs as % of revenue |
(14.0 | )% | (3.0 | )% | (3.7 | )% |
(Euro thousands, except percentages) |
For the years ended December 31, |
Increase/(Decrease) |
||||||||||||||||||||||||||
2021 |
2020 |
2019 |
2021 vs 2020 |
% |
2020 vs 2019 |
% |
||||||||||||||||||||||
Financial income |
45,889 | 34,352 | 22,061 | 11,537 | 33.6 | % | 12,291 | 55.7 | % | |||||||||||||||||||
Financial income as a % of revenues |
3.6 | % | 3.4 | % | 1.7 | % | ||||||||||||||||||||||
(Euro thousands, except percentages) |
For the years ended December 31, |
(Increase)/Decrease |
||||||||||||||||||||||||||
2021 |
2020 |
2019 |
2021 vs 2020 |
% |
2020 vs 2019 |
% |
||||||||||||||||||||||
Financial expenses |
(43,823 | ) | (48,072 | ) | (37,492 | ) | 4,249 | 8.8 | % | (10,580 | ) | (28.2 | )% | |||||||||||||||
Financial expenses as % of revenues |
(3.4 | )% | (4.7 | )% | (2.8 | )% |
(Euro thousands, except percentages) |
For the years ended December 31, |
Increase/(Decrease) |
||||||||||||||||||||||||||
2021 |
2020 |
2019 |
2021 vs 2020 |
% |
2020 vs 2019 |
% |
||||||||||||||||||||||
Exchange (losses)/gains |
(7,791 | ) | 13,455 | (2,441 | ) | (21,246 | ) | (157.9 | )% | 15,896 | 651.2 | % | ||||||||||||||||
Exchange (losses)/gains as % of revenue |
(0.6 | )% | 1.3 | % | (0.2 | )% |
(Euro thousands, except percentages) |
For the years ended December 31, |
Increase/(Decrease) |
||||||||||||||||||||||||||
2021 |
2020 |
2019 |
2021 vs 2020 |
% |
2020 vs 2019 |
% |
||||||||||||||||||||||
Result from investments accounted for using the equity method |
2,794 | (4,205 | ) | (1,534 | ) | 6,999 | 166.4 | % | (2,671 | ) | (174.1 | )% | ||||||||||||||||
Impairments of investments accounted for using the equity method |
— | (4,532 | ) | — | 4,532 | 100.0 | % | (4,532 | ) | 0.0 | % | |||||||||||||||||
Result and impairments of investments accounted for using the equity method as % of Revenues |
0.2 | % | (0.9 | )% | (0.1 | )% |
(Euro thousands, except percentages) |
For the years ended December 31, |
(Increase)/Decrease |
||||||||||||||||||||||||||
2021 |
2020 |
2019 |
2021 vs 2020 |
% |
2020 vs 2019 |
% |
||||||||||||||||||||||
Income taxes |
(30,702 | ) | (14,983 | ) | (43,794 | ) | (15,719 | ) | (104.9 | )% | 28,811 | 65.8 | % | |||||||||||||||
Income taxes as % of revenue |
(2.4 | )% | (1.5 | )% | (3.3 | )% |
(Euro thousands, except percentages) |
For the years ended December 31, |
Increase/(Decrease) |
||||||||||||||||||||||||||
2021 |
2020 |
2019 |
2021 vs 2020 |
% |
2020 vs 2019 |
% |
||||||||||||||||||||||
Zegna segment |
1,035,175 |
843,318 |
1,165,911 |
191,857 |
22.8 |
% |
(322,593 |
) |
(27.7 |
)% | ||||||||||||||||||
Thom Browne segment |
264,066 |
179,794 |
161,200 |
84,272 |
46.9 |
% |
18,594 |
11.5 |
% | |||||||||||||||||||
Eliminations |
(6,839 |
) |
(8,379 |
) |
(5,784 |
) |
(1,540 |
) |
18.4 |
% |
(2,595 |
) |
44.9 |
% | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
1,292,402 |
1,014,733 |
1,321,327 |
277,669 |
27.4 |
% |
(306,594 |
) |
(23.2 |
)% |
(Euro thousands, except percentages) |
For the years ended December 31, |
Increase/(Decrease) |
||||||||||||||||||||||||||
2021 |
2020 |
2019 |
2021 vs 2020 |
% |
2020 vs 2019 |
% |
||||||||||||||||||||||
Zegna segment |
111,018 |
(8,981 |
) |
91,385 |
119,999 |
n.m. |
(100,366 |
) |
(109.8 |
)% | ||||||||||||||||||
Thom Browne segment |
38,097 |
28,994 |
15,889 |
9,103 |
31.4 |
% |
13,105 |
82.5 |
% | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
149,115 |
20,013 |
107,274 |
129,102 |
645.1 |
% |
(87,261 |
) |
(81.3 |
)% |
(Euro thousands, except percentages) |
For the years ended December 31, |
Increase/(Decrease) |
||||||||||||||||||||||||||
2021 |
2020 |
2019 |
2021 vs 2020 |
% |
2020 vs 2019 |
% |
||||||||||||||||||||||
Revenues |
1,035,175 | 843,318 | 1,165,911 | 191,857 | 22.8 | % | (322,593 | ) | (27.7 | )% | ||||||||||||||||||
Adjusted EBIT |
111,018 | (8,981 | ) | 91,385 | 119,999 | n.m. | (100,366 | ) | (109.8 | )% |
(Euro thousands, except percentages) |
For the years ended December 31, |
Increase/(Decrease) |
||||||||||||||||||||||||||
2021 |
2020 |
2019 |
2021 vs 2020 |
% |
2020 vs 2019 |
% |
||||||||||||||||||||||
Revenues |
264,066 | 179,794 | 161,200 | 84,272 | 46.9 | % | 18,594 | 11.5 | % | |||||||||||||||||||
Adjusted EBIT |
38,097 | 28,994 | 15,889 | 9,103 | 31.4 | % | 13,105 | 82.5 | % |
(Euro thousands, except percentages) |
At December 31, |
Increase/(Decrease) |
||||||||||||||||||
2021 |
2020 |
2019 |
2021 vs 2020 |
2020 vs 2019 |
||||||||||||||||
Net cash flows from operating activities |
281,155 | 70,906 | 174,122 | 210,249 | (103,216 | ) | ||||||||||||||
Net cash flows (used in)/from investing activities |
(82,004 | ) | 92,572 | 83,961 | (174,576 | ) | 8,611 | |||||||||||||
Net cash flows used in financing activities |
(64,105 | ) | (49,052 | ) | (267,486 | ) | (15,053 | ) | 218,434 | |||||||||||
Effects of exchange rate changes on cash and cash equivalents |
7,454 | (7,761 | ) | 1,698 | 15,215 | (9,459 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net increase/(decrease) in cash and cash equivalents |
142,500 |
106,665 |
(7,705 |
) |
35,835 |
114,370 |
||||||||||||||
Cash and cash equivalents at the beginning of the year |
317,291 | 210,626 | 218,331 | 106,665 | (7,705 | ) | ||||||||||||||
Cash and cash equivalents at end of the year |
459,791 | 317,291 | 210,626 | 142,500 | 106,665 |
• | an increase in Adjusted EBIT of €129,102 thousand (see “—Non-IFRS Financial Measures’’non-IFRS measures); |
• | €33,875 thousand from a positive change in cash flows from Trade Working Capital, consisting of €69,911 thousand from the change in trade payables including customer advances driven by higher volumes in 2021 compared to 2020, which was impacted by the COVID-19 pandemic, and €11,932 thousand from the change in inventories, partially offset by €47,969 thousand from the change in trade receivables, reflecting an increase in trade receivables driven by higher volumes; |
• | €30,004 thousand from a positive change in cash flows from other operating assets and liabilities, |
• | higher taxes paid of €26,875 thousand |
• | a decrease in profit/(loss) for the year prior to income taxes, financial income, financial expenses, exchange gains/losses and depreciation, amortization and impairment of assets, mainly driven by the adverse impacts of the COVID-19 pandemic, including the temporary suspension of production and stores closures mainly during the first half of 2020; |
• | higher inventories of €39,486 thousand in 2020 related to unsold stock due to COVID-19 adverse effect on Zegna sales (compared to an increase in inventories of €5,400 thousand in 2019); and |
• | lower trade payables including customer advances due to contraction of the activities; |
• | a decrease in trade receivables of €35,675 thousand in 2020, driven by lower revenue volumes especially in the wholesale channel, compared to an increase of €8,377 thousand in 2019. |
(Euro thousands) |
||||
Proceeds from issuance of ordinary shares upon Business Combination |
310,739 | |||
Proceeds from issuance of ordinary shares to PIPE Investors |
331,385 | |||
Purchase of own shares from Monterubello |
(455,000 | ) | ||
Payments of transaction costs related to the Business Combination |
(48,475 | ) | ||
|
|
|||
Net cash proceeds from the Business Combination |
138,649 |
(Euro thousands) |
At December 31, |
|||||||||||
2021 |
2020 |
2019 |
||||||||||
Payments for property, plant and equipment |
79,699 | 27,630 | 46,113 | |||||||||
Payments for intangible assets |
14,627 | 11,524 | 13,392 | |||||||||
|
|
|
|
|
|
|||||||
Capital expenditure |
94,326 |
39,154 |
59,505 |
(Euro thousands) |
Contractual cash flows |
|||||||||||||||||||
Carrying amount at December 31, 2021 |
Within 1 year |
Within 2 Years |
Within 3 years |
Beyond |
||||||||||||||||
Derivative financial instruments |
14,138 | 14,138 | — | — | — | |||||||||||||||
Trade payables and customer advances |
223,037 | 223,037 | — | — | — | |||||||||||||||
Borrowings |
628,938 | 161,550 | 283,736 | 135,541 | 56,414 | |||||||||||||||
Lease liabilities |
438,052 | 112,713 | 98,101 | 69,827 | 186,951 | |||||||||||||||
Other current and non-current financial liabilities |
201,371 | 33,984 | 29,816 | — | 137,571 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
1,505,536 |
545,422 |
411,653 |
205,368 |
380,936 |
(Euro thousands) |
At December 31, |
|||||||
2021 |
2020 |
|||||||
Non-current borrowings |
471,646 | 558,722 | ||||||
Current borrowings |
157,292 | 106,029 | ||||||
Derivative financial instruments - Liabilities |
14,138 | 13,192 | ||||||
Other non-current financial liabilities (bonds and other)(*) |
7,976 | 8,065 | ||||||
|
|
|
|
|||||
Total borrowings, other financial liabilities and derivatives |
651,052 |
686,008 |
||||||
Cash and cash equivalents |
(459,791 | ) | (317,291 | ) | ||||
Derivative financial instruments - Assets |
(1,786 | ) | (11,848 | ) | ||||
Other current financial assets (securities) ( ** ) |
(334,244 | ) | (350,163 | ) | ||||
|
|
|
|
|||||
Total cash and cash equivalents, other current financial assets and derivatives |
(795,821 |
) |
(679,302 |
) | ||||
|
|
|
|
|||||
Net Financial Indebtedness/(Cash Surplus) |
(144,769 |
) |
6,706 |
(*) |
Includes only the bonds and other components of the “Other non-current financial liabilities” line item from Zegna’s consolidated statement of financial position. |
(**) |
Includes only the securities component of the “Other current financial assets” line item from Zegna’s consolidated statement of financial position. |
(Euro thousands) |
Interest rates (bps) |
Amount |
2022 |
2023 |
2024 |
2025 |
2026 |
|||||||||||||||||||||
Fixed |
0.00% - 1.25% (*) |
210,685 | 75,013 | 85,007 | 4,618 | 33,978 | 12,069 | |||||||||||||||||||||
Variable |
0.60% - 1.75% (*) |
418,253 | 82,279 | 196,041 | 129,934 | 9,999 | — | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
628,938 |
157,292 |
281,048 |
134,552 |
43,977 |
12,069 |
* | Represents the spread over the variable component of the interest rate, which is generally based on Euribor. |
(Euro thousands) |
At December 31, 2021 |
At December 31, 2020 |
||||||||||||||||||||||
Notional Amount |
Positive Fair Value |
Negative Fair Value |
Notional Amount |
Positive Fair Value |
Negative Fair Value |
|||||||||||||||||||
Foreign currency exchange risk |
||||||||||||||||||||||||
Forward contracts |
550,734 | 1,786 | (11,726 | ) | 347,679 | 11,848 | (4,918 | ) | ||||||||||||||||
Deal-Contingent Option |
109,244 | — | — | — | — | — | ||||||||||||||||||
Interest rate risk |
||||||||||||||||||||||||
Interest rate swaps |
323,816 | — | (2,412 | ) | 274,336 | — | (5,515 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total derivatives – Hedging |
983,794 |
1,786 |
(14,138 |
) |
622,015 |
11,848 |
(10,433 |
) | ||||||||||||||||
Elah Dufour Option |
— | — | — | — | — | (2,759 | ) | |||||||||||||||||
Total trading derivatives |
— | — | — | — | — | (2,759 | ) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total derivatives instruments - Asset/(Liabilities) |
983,794 |
1,786 |
(14,138 |
) |
622,015 |
11,848 |
(13,192 |
) |
(Euro thousands, except percentages) |
At December 31, |
Increase/(Decrease) |
||||||||||||||
2021 |
2020 |
2021 vs 2020 |
% |
|||||||||||||
Cash on hand |
1,651 | 535 | 1,116 | 208.6 | % | |||||||||||
Bank balances |
458,140 | 316,756 | 141,384 | 44.6 | % | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash and cash equivalents |
459,791 |
317,291 |
142,500 |
44.9 |
% |
(Euro thousands, except percentages) |
At December 31, |
Increase/(Decrease) |
||||||||||||||
2021 |
2020 |
2021 vs 2020 |
% |
|||||||||||||
Securities |
||||||||||||||||
Fair value through profit and loss |
||||||||||||||||
Insurance contracts |
113,919 | 107,188 | 6,731 | 6.3 | % | |||||||||||
Fixed income |
68,947 | 88,011 | (19,064 | ) | (21.7 | )% | ||||||||||
Real estate funds |
32,898 | 29,073 | 3,825 | 13.2 | % | |||||||||||
Equity |
25,408 | 24,843 | 565 | 2.3 | % | |||||||||||
Hedge funds |
41,483 | 36,511 | 4,972 | 13.6 | % | |||||||||||
Private equity |
15,925 | 10,583 | 5,342 | 50.5 | % | |||||||||||
Private debt |
7,945 | 6,894 | 1,051 | 15.2 | % | |||||||||||
Money market funds |
2,007 | 19,223 | (17,216 | ) | (89.6 | )% | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total fair value through profit and loss |
308,532 |
322,326 |
(13,794 |
) |
(4.3 |
)% | ||||||||||
Fair value through other comprehensive income |
||||||||||||||||
Floating income |
20,687 | 22,663 | (1,976 | ) | (8.7 | )% | ||||||||||
Fixed income |
5,025 | 5,174 | (149 | ) | (2.9 | )% | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total fair value through other comprehensive income |
25,712 |
27,837 |
(2,125 |
) |
(7.6 |
)% | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total securities (recorded within other current financial assets) |
334,244 |
350,163 |
(15,919 |
) |
(4.5 |
)% |
C. |
Research and Development, Patents and Licenses |
D. |
Trend Information |
E. |
Critical Accounting Estimates |
• | Terminal value: determined using the perpetuity method at a long-term growth rate which represents the present value, at the last year of projection, of all expected future cash flows; |
• | The growth rate used to calculate the terminal value was 1.5%, which has been determined according to the diverging inflation and GDP outlook in related geographical areas; |
• | The rate used to discount cash flows was calculated using the weighted average cost of capital (WACC). For the year ended December 31, 2021, the WACC used for discounting purposes ranged between 6.40% and 10.65% (between 6.02% and 17.45% at December 31, 2020). The WACC was calculated ad hoc for each CGU subject to impairment, considering the parameters specific to the geographical area: market risk premium and sovereign bond yield. |
• | Discount rates; |
• | Growth rates used to extrapolate cash flows beyond the forecast period; |
• | EBITDA growth rate over the explicit period of the business plan, which has been assessed taking into consideration the effects of the COVID-19 pandemic on the 2021 performance of the Group. |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
(Euro thousands) |
For the year ended December 31, |
|||||||||||
2021 |
2020 |
2019 |
||||||||||
(Loss)/Profit for the year |
(127,661 |
) |
(46,540 |
) |
25,439 |
|||||||
Income taxes |
30,702 | 14,983 | 43,794 | |||||||||
Financial income |
(45,889 | ) | (34,352 | ) | (22,061 | ) | ||||||
Financial expenses |
43,823 | 48,072 | 37,492 | |||||||||
Exchange losses/(gains) |
7,791 | (13,455 | ) | 2,441 | ||||||||
Result from investments accounted for using the equity method |
(2,794 | ) | 4,205 | 1,534 | ||||||||
Impairments of investments accounted for using the equity method |
— | 4,532 | — | |||||||||
Costs related to the Business Combination (1) |
205,059 | — | — | |||||||||
Costs related to lease agreements (2) |
15,512 | 3,000 | — | |||||||||
Severance indemnities and provision for severance expenses (3) |
8,996 | 12,308 | 9,777 | |||||||||
Impairment of property, plant and equipment and right-of-use (4) |
8,692 | 19,725 | 8,858 | |||||||||
Other (5) |
4,884 | 7,535 | — | |||||||||
|
|
|
|
|
|
|||||||
Adjusted EBIT |
149,115 |
20,013 |
107,274 |
(1) | Costs related to the Business Combination include: |
a) | €114,963 thousand relating to share-based payments for listing services recognized as the excess of the fair value of Zegna ordinary shares issued as part of the Business Combination and the fair value of IIAC’s identifiable net assets acquired. This amount is recorded within the line item “other operating costs” in the consolidated statement of profit and loss and it is related to Zegna segment. |
b) | €37,906 thousand for the issuance of 5,031,250 Zegna ordinary shares to the holders of IIAC class B shares to be held in escrow. The release of these shares from escrow is subject to achievement of certain targets within a seven-year period. This amount is recorded within the line item “other operating costs” in the consolidated statement of profit and loss and it is related to Zegna segment. |
c) | €34,092 thousand for transaction costs related to the Business Combination incurred by Zegna, including costs for bank services, legal advisors and other consultancy fees. This amount is recorded within the line item “purchased, outsourced and other costs” in the consolidated statement of profit and loss and it is related to Zegna segment. |
d) | €10,916 thousand for the Zegna family’s grant of a one-time €1,500 gift to each employee of the Zegna group as result of the Company’s listing on NYSE completed on December 20, 2021. This amount is recorded within the line item “personnel costs” in the consolidated statement of profit and loss and it is related to Zegna segment for €10,120 thousand and to Thom Browne segment for €796 thousand. |
e) | €5,380 thousand relating to grant of performance share units, which each represent the right to receive one Zegna ordinary share, to the Group’s Chief Executive Officer, other Zegna directors, key executives with strategic responsibilities and other employees of the Group, all subject to certain vesting conditions. This amount is recorded within the line item “personnel costs” in the consolidated statement of profit and loss and it is related to Zegna segment for €5,141 thousand and to Thom Browne segment for €239 thousand. For additional information please refer to Note 42 - Related party transactions |
f) | €1,236 thousand related to the fair value of private warrants issued, pursuant to the Business Combination, to certain Zegna non-executive directors. This amount is recorded within the line item “personnel costs” in the consolidated statement of profit and loss and it is related to Zegna segment. |
g) | €566 thousand related to the write-off of non-refundable prepaid premiums for directors’ and officers’ insurance. This amount is recorded within the line item “personnel costs” in the consolidated statement of profit and loss and it is related to Zegna segment. |
(2) | Costs related to lease agreements for the year ended December 31, 2021, are related to Zegna segment and include (i) €12,192 thousand of provisions relating to a lease agreement in the US following an unfavorable legal claim judgment against the Group (recorded within “write downs and other provisions” in the consolidated statement of profit and loss), (ii) €1,492 thousand of legal expenses related to a lease agreement in Italy (recorded within “other operating costs” in the consolidated statement of profit and loss) and (iii) €1,829 thousand in accrued property taxes related to a lease agreement in the UK (recorded within “write downs and other provisions” in the consolidated statement of profit and loss). Costs related to lease agreements for the year ended December 31, 2020 include €3,000 thousand for legal expenses related to a lease agreement in the UK, incurred in the second half of 2020 (recorded within the line item “write downs and other provisions” in the consolidated statement of profit and loss). |
(3) | Zegna incurred costs for severance indemnities of €8,996 thousand, €12,308 thousand and €9,777 thousand for the years ended December 31, 2021, 2020 and 2019, respectively. These amounts are recorded within the line item “personnel costs” in the consolidated statement of profit and loss and are related to Zegna segment. |
(4) | Primarily includes impairments of right-of-use right-of-use COVID-19 pandemic on the Group’s operations. |
(5) | Other adjustments for the year ended December 31, 2021 are related to Zegna segment and include €6,006 thousand related to losses incurred by Agnona subsequent to the Group’s sale of a majority stake in Agnona in January 2021, for which the Group was required to compensate the company in accordance with the terms of the related sale agreement, as well as €144 thousand relating to the write down of the Group’s remaining 30% stake in Agnona (both of which are recorded within the line item “write downs and other provisions” in the consolidated statement of profit and loss), partially offset by other income of €1,266 thousand relating to the sale of rights to build or develop airspace above a building in the United States (this amount is recorded within the line item “other income” in the consolidated statement of profit and loss). Other adjustments for the year ended December 31, 2020 are related to Zegna segment and include (i) donations of €4,482 thousand to charitable organizations in Italy and abroad to support initiatives related to the COVID-19 pandemic (this amount is recorded within the line item “other operating costs” in the consolidated statement of profit and loss), (ii) impairment on assets held for sale of €3,053 thousand in 2020, of which €988 thousand is recorded within the line item “write downs and other provisions” and €2,065 relates to the write down of inventories and is recorded within the line item “cost of raw materials and consumables” in the consolidated statement of profit and loss. |
(Euro thousands) |
For the year ended December 31, |
|||||||||||
2021 |
2020 |
2019 |
||||||||||
(Loss)/Profit for the year |
(127,661 |
) |
(46,540 |
) |
25,439 |
|||||||
Income taxes |
30,702 | 14,983 | 43,794 | |||||||||
Financial income |
(45,889 | ) | (34,352 | ) | (22,061 | ) | ||||||
Financial expenses |
43,823 | 48,072 | 37,492 | |||||||||
Exchange losses/(gains) |
7,791 | (13,455 | ) | 2,441 | ||||||||
Depreciation, amortization and impairment of assets |
163,367 | 185,930 | 177,068 | |||||||||
Result from investments accounted for using the equity method |
(2,794 | ) | 4,205 | 1,534 | ||||||||
Impairments of investments accounted for using the equity method |
— | 4,532 | — | |||||||||
Costs related to the Business Combination (1) |
205,059 | — | — | |||||||||
Costs related to lease agreements (2) |
15,512 | 3,000 | — | |||||||||
Severance indemnities and provision for severance expenses (3) |
8,996 | 12,308 | 9,777 | |||||||||
Other (4) |
4,884 | 7,535 | — | |||||||||
|
|
|
|
|
|
|||||||
Adjusted EBITDA |
303,790 |
186,218 |
275,484 |
(1) | Costs related to the Business Combination include: |
a) | €114,963 thousand relating to share-based payments for listing services recognized as the excess of the fair value of Zegna ordinary shares issued as part of the Business Combination and the fair value of IIAC’s identifiable net assets acquired. |
b) | €37,906 thousand for the issuance of 5,031,250 Zegna ordinary shares to the holders of IIAC class B shares to be held in escrow. The release of these shares from escrow is subject to achievement of certain targets within a seven-year period. |
c) | €34,092 thousand for transaction costs related to the Business Combination incurred by Zegna, including costs for bank services, legal advisors and other consultancy fees. |
d) | €10,916 thousand for the Zegna family’s grant of a one-time €1,500 gift to each employee of the Zegna group as result of the Company’s listing on NYSE completed on December 20, 2021. |
e) | €5,380 thousand relating to grant of performance share units, which each represent the right to receive one Zegna ordinary share, to the Group’s Chief Executive Officer, other Zegna directors, key executives with strategic responsibilities and other employees of the Group, all subject to certain vesting conditions. For additional information please refer to Note 42 - Related party transactions |
f) | €1,236 thousand related to the fair value of private warrants issued, pursuant to the Business Combination, to certain Zegna non-executive directors. |
g) | €566 thousand related to the write-off of non-refundable prepaid premiums for directors’ and officers’ insurance. |
(2) | Costs related to lease agreements for the year ended December 31, 2021, include (i) €12,192 thousand of provisions relating to a lease agreement in the US following an unfavorable legal claim judgment against the Group (recorded within “write downs and other provisions” in the consolidated statement of profit and loss), (ii) €1,492 thousand of legal expenses related to a lease agreement in Italy (recorded within “other operating costs” in the consolidated statement of profit and loss) and (iii) €1,829 thousand in accrued property taxes related to a lease agreement in the UK (recorded within “write downs and other provisions” in the consolidated statement of profit and loss). Costs related to lease agreements for the year ended December 31, 2020 include €3,000 thousand for legal expenses related to a lease agreement in the UK, incurred in the second half of 2020 (recorded within the line item “write downs and other provisions” in the consolidated statement of profit and loss). |
(3) | Zegna incurred costs for severance indemnities of €8,996 thousand, €12,308 thousand and €9,777 thousand for the years ended December 31, 2021, 2020 and 2019, respectively. These amounts are recorded within the line item “personnel costs” in the consolidated statement of profit and loss. |
(4) | Other adjustments for the year ended December 31, 2021 include €6,006 thousand related to losses incurred by Agnona subsequent to the Group’s sale of a majority stake in Agnona in January 2021, for which the Group was required to compensate the company in accordance with the terms of the related sale agreement, as well as €144 thousand relating to the write down of the Group’s remaining 30% stake in Agnona (both of which are recorded within the line item “write downs and other provisions” in the consolidated statement of profit and loss), partially offset by other income of €1,266 thousand relating to the sale of rights to build or develop airspace above a building in the United States (this amount is recorded within the line item “other income” in the consolidated statement of profit and loss). Other adjustments for the year ended December 31, 2020 includes (i) donations of €4,482 thousand to charitable organizations in Italy and abroad to support initiatives related to the COVID-19 pandemic (this amount is recorded within the line item “other operating costs” in the consolidated statement of profit and loss), (ii) impairment on assets held for sale of €3,053 thousand in 2020, of which €988 thousand is recorded within the line item “write downs and other provisions” and €2,065 relates to the write down of inventories and is recorded within the line item “cost of raw materials and consumables” in the consolidated statement of profit and loss. |
(Euro thousands) |
For the year ended December 31, |
|||||||||||
2021 |
2020 |
2019 |
||||||||||
(Loss)/Profit for the year |
(127,661 |
) |
(46,540 |
) |
25,439 |
|||||||
Costs related to the Business Combination (1) |
205,332 | — | — | |||||||||
Costs related to lease agreements (2) |
15,512 | 3,000 | — | |||||||||
Severance indemnities and provision for severance expenses (3) |
8,996 | 12,308 | 9,777 | |||||||||
Impairment of property, plant and equipment and right-of-use (4) |
8,692 | 19,725 | 8,858 | |||||||||
Gain on Thom Browne option (5) |
(20,675 | ) | — | — | ||||||||
Impairment of investments accounted for using the equity method (6) |
— | 4,532 | — | |||||||||
Other (7) |
4,884 | 7,535 | — | |||||||||
Tax effects on adjusting items (8) |
(19,758 | ) | (5,312 | ) | (1,027 | ) | ||||||
|
|
|
|
|
|
|||||||
Adjusted Profit/(Loss) |
75,322 |
(4,752 |
) |
43,047 |
(1) | Costs related to the Business Combination include: |
a) | €114,963 thousand relating to share-based payments for listing services recognized as the excess of the fair value of Zegna ordinary shares issued as part of the Business Combination and the fair value of IIAC’s identifiable net assets acquired. |
b) | €37,906 thousand for the issuance of 5,031,250 Zegna ordinary shares to the holders of IIAC class B shares to be held in escrow. The release of these shares from escrow is subject to achievement of certain targets within a seven-year period. |
c) | €34,092 thousand for transaction costs related to the Business Combination incurred by Zegna, including costs for bank services, legal advisors and other consultancy fees. |
d) | €10,916 thousand for the Zegna family’s grant of a one-time €1,500 gift to each employee of the Zegna group as result of the Company’s listing on NYSE completed on December 20, 2021. |
e) | €5,380 thousand relating to grant of performance share units, which each represent the right to receive one Zegna ordinary share, to the Group’s Chief Executive Officer, other Zegna directors, key executives with strategic responsibilities and other employees of the Group, all subject to certain vesting conditions. For additional information please refer to Note 42 - Related party transactions |
f) | €1,236 thousand related to the fair value of private warrants issued, pursuant to the Business Combination, to certain Zegna non-executive directors. |
g) | €566 thousand related to the write-off of non-refundable prepaid premiums for directors’ and officers’ insurance. |
h) | €273 thousand related to the deal contingent option entered in November 2021. The amount was recorded within the line item “foreign exchange gains/(losses)” in the consolidated statement of profit and loss. |
(2) | Costs related to lease agreements for the year ended December 31, 2021, include (i) €12,192 thousand of provisions relating to a lease agreement in the US following an unfavorable legal claim judgment against the Group (recorded within “write downs and other provisions” in the consolidated statement of profit and loss), (ii) €1,492 thousand of legal expenses related to a lease agreement in Italy (recorded within “other operating costs” in the consolidated statement of profit and loss) and (iii) €1,829 thousand in accrued property taxes related to a lease agreement in the UK (recorded within “write downs and other provisions” in the consolidated statement of profit and loss). Costs related to lease agreements for the year ended December 31, 2020 include €3,000 thousand for legal expenses related to a lease agreement in the UK, incurred in the second half of 2020 (recorded within the line item “write downs and other provisions” in the consolidated statement of profit and loss). |
(3) | Zegna incurred costs for severance indemnities of €8,996 thousand, €12,308 thousand and €9,777 thousand for the years ended December 31, 2021, 2020 and 2019, respectively. These amounts are recorded within the line item “personnel costs” in the consolidated statement of profit and loss. |
(4) | Primarily includes impairments of right-of-use right-of-use COVID-19 pandemic on the Group’s operations. |
(5) | Reflects the financial income relating to options related to a gain of €20,675 thousand recognized following the purchase of an additional 5% of the Thom Browne Group on June 1, 2021. This amount is recorded within the line item “financial income” in the consolidated statement of profit and loss. |
(6) | Relates to an impairment of €4,532 thousand in the Group’s investment in Tom Ford, which was recognized following a reported net loss by TFI that management considered as an indication of impairment. |
(7) | Other adjustments for the year ended December 31, 2021 include €6,006 thousand related to losses incurred by Agnona subsequent to the Group’s sale of a majority stake in Agnona in January 2021, for which the Group was required to compensate the company in accordance with the terms of the related sale agreement, as well as €144 thousand relating to the write down of the Group’s remaining 30% stake in Agnona (both of which are recorded within the line item “write downs and other provisions” in the consolidated statement of profit and loss), partially offset by other income of €1,266 thousand relating to the sale of rights to build or develop airspace above a building in the United States (this amount is recorded within the line item “other income” in the |
consolidated statement of profit and loss). Other adjustments for the year ended December 31, 2020 includes (i) donations of €4,482 thousand to charitable organizations in Italy and abroad to support initiatives related to the COVID-19 pandemic (this amount is recorded within the line item “other operating costs” in the consolidated statement of profit and loss), (ii) impairment on assets held for sale of €3,053 thousand in 2020, of which €988 thousand is recorded within the line item “write downs and other provisions” and €2,065 relates to the write down of inventories and is recorded within the line item “cost of raw materials and consumables” in the consolidated statement of profit and loss. |
(8) | Includes the tax effects of the aforementioned adjustments. |
(Euro thousands) |
For the year ended December 31, |
|||||||||||
2021 |
2020 |
2019 |
||||||||||
(Loss)/Profit for the year |
(127,661 |
) |
(46,540 |
) |
25,439 |
|||||||
Costs related to the Business Combination (1) |
205,332 | — | — | |||||||||
Costs related to lease agreements (2) |
15,512 | 3,000 | — | |||||||||
Severance indemnities and provision for severance expenses (3) |
8,996 | 12,308 | 9,777 | |||||||||
Impairment of property, plant and equipment and right-of-use (4) |
8,692 | 19,725 | 8,858 | |||||||||
Gain on Thom Browne option (5) |
(20,675 | ) | — | — | ||||||||
Impairment of investments accounted for using the equity method (6) |
— | 4,532 | — | |||||||||
Other (7) |
4,884 | 7,535 | — | |||||||||
Tax effects on adjusting items (8) |
(19,758 | ) | (5,312 | ) | (1,027 | ) | ||||||
|
|
|
|
|
|
|||||||
Adjusted Profit/(Loss) |
75,322 |
(4,752 |
) |
43,047 |
||||||||
Impact of non-controlling interests (9) |
8,669 | 4,063 | 3,720 | |||||||||
|
|
|
|
|
|
|||||||
Adjusted Profit/(Loss) attributable to shareholders of the Parent Company |
66,653 |
(8,815 |
) |
39,327 |
||||||||
Weighted average number of shares for basic earnings per share |
203,499,933 | 201,489,100 | 201,561,100 | |||||||||
|
|
|
|
|
|
|||||||
Adjusted Basic Earnings per Share |
0.33 |
(0.04 |
) |
0.20 |
||||||||
Weighted average number of shares for diluted earnings per share |
204,917,880 | 201,489,100 | 201,561,100 | |||||||||
|
|
|
|
|
|
|||||||
Adjusted Diluted Earnings per Share |
0.33 |
(0.04 |
) |
0.20 |
(1) | Costs related to the Business Combination include: |
a) | €114,963 thousand relating to share-based payments for listing services recognized as the excess of the fair value of Zegna ordinary shares issued as part of the Business Combination and the fair value of IIAC’s identifiable net assets acquired. |
b) | €37,906 thousand for the issuance of 5,031,250 Zegna ordinary shares to the holders of IIAC class B shares to be held in escrow. The release of these shares from escrow is subject to achievement of certain targets within a seven-year period. |
c) | €34,092 thousand for transaction costs related to the Business Combination incurred by Zegna, including costs for bank services, legal advisors and other consultancy fees. |
d) | €10,916 thousand for the Zegna family’s grant of a one-time €1,500 gift to each employee of the Zegna group as result of the Company’s listing on NYSE completed on December 20, 2021. |
e) | €5,380 thousand relating to grant of performance share units, which each represent the right to receive one Zegna ordinary share, to the Group’s Chief Executive Officer, other Zegna directors, key executives with strategic responsibilities and other employees of the Group, all subject to certain vesting conditions. For additional information please refer to Note 42 - Related party transactions |
f) | €1,236 thousand related to the fair value of private warrants issued, pursuant to the Business Combination, to certain Zegna non-executive directors. |
g) | €566 thousand related to the write-off of non-refundable prepaid premiums for directors’ and officers’ insurance. |
h) | €273 thousand related to the deal contingent option entered in November 2021. The amount was recorded within the line item “foreign exchange gains/(losses)” in the consolidated statement of profit and loss. |
(2) | Costs related to lease agreements for the year ended December 31, 2021, include (i) €12,192 thousand of provisions relating to a lease agreement in the US following an unfavorable legal claim judgment against the Group (recorded within “write downs and other provisions” in the consolidated statement of profit and loss), (ii) €1,492 thousand of legal expenses related to a lease agreement in Italy (recorded within “other operating costs” in the consolidated statement of profit and loss) and (iii) €1,829 thousand in accrued property taxes related to a lease agreement in the UK (recorded within “write downs and other provisions” in the consolidated statement of profit and loss). Costs related to lease agreements for the year ended December 31, 2020 include €3,000 thousand for legal expenses related to a lease agreement in the UK, incurred in the second half of 2020 (recorded within the line item “write downs and other provisions” in the consolidated statement of profit and loss). |
(3) | Zegna incurred costs for severance indemnities of €8,996 thousand, €12,308 thousand and €9,777 thousand for the years ended December 31, 2021, 2020 and 2019, respectively. These amounts are recorded within the line item “personnel costs” in the consolidated statement of profit and loss. |
(4) | Primarily includes impairments of right-of-use right-of-use COVID-19 pandemic on the Group’s operations. |
(5) | Reflects the financial income relating to options related to a gain of €20,675 thousand recognized following the purchase of an additional 5% of the Thom Browne Group on June 1, 2021. This amount is recorded within the line item “financial income” in the consolidated statement of profit and loss. |
(6) | Relates to an impairment of €4,532 thousand in the Group’s investment in Tom Ford, which was recognized following a reported net loss by TFI that management considered as an indication of impairment. |
(7) | Other adjustments for the year ended December 31, 2021 include €6,006 thousand related to losses incurred by Agnona subsequent to the Group’s sale of a majority stake in Agnona in January 2021, for which the Group was required to compensate the company in accordance with the terms of the related sale agreement, as well as €144 thousand relating to the write down of the Group’s remaining 30% stake in Agnona (both of which are recorded within the line item “write downs and other provisions” in the consolidated statement of profit and loss), partially offset by other income of €1,266 thousand relating to the sale of rights to build or develop airspace above a building in the United States (this amount is recorded within the line item “other income” in the consolidated statement of profit and loss). Other adjustments for the year ended December 31, 2020 includes (i) donations of €4,482 thousand to charitable organizations in Italy and abroad to support initiatives related to the COVID-19 pandemic (this amount is recorded within the line item “other operating costs” in the consolidated statement of profit and loss), (ii) impairment on assets held for sale of €3,053 thousand in 2020, of which €988 thousand is recorded within the line item “write downs and other provisions” and €2,065 relates to the write down of inventories and is recorded within the line item “cost of raw materials and consumables” in the consolidated statement of profit and loss. |
(8) | Includes the tax effects of the aforementioned adjustments. |
(9) | Represents the (Loss)/Profit for the year attributable to non-controlling interests plus the impact of non-controlling interests on the adjusting items. |
(Euro thousands) |
At December 31, |
|||||||
2021 |
2020 |
|||||||
Non-current borrowings |
471,646 | 558,722 | ||||||
Current borrowings |
157,292 | 106,029 | ||||||
Derivative financial instruments - Liabilities |
14,138 | 13,192 | ||||||
Other non-current financial liabilities (bonds and other)(*) |
7,976 | 8,065 | ||||||
|
|
|
|
|||||
Total borrowings, other financial liabilities and derivatives |
651,052 |
686,008 |
||||||
Cash and cash equivalents |
(459,791 | ) | (317,291 | ) | ||||
Derivative financial instruments - Assets |
(1,786 | ) | (11,848 | ) | ||||
Other current financial assets (securities) (**) |
(334,244 | ) | (350,163 | ) | ||||
|
|
|
|
|||||
Total cash and cash equivalents, other current financial assets and derivatives |
(795,821 |
) |
(679,302 |
) | ||||
|
|
|
|
|||||
Net Financial Indebtedness/(Cash Surplus) |
(144,769 |
) |
6,706 |
(*) |
Includes only the “bonds” and “other” components of the “Other non-current financial liabilities” line item from Zegna’s consolidated statement of financial position. |
(**) |
Includes only the “securities” component of the “Other current financial assets” line item from Zegna’s consolidated statement of financial position. |
(Euro thousands) |
At December 31, |
|||||||
2021 |
2020 |
|||||||
Current assets |
1,384,531 | 1,239,156 | ||||||
Current liabilities |
(702,316 | ) | (535,454 | ) | ||||
|
|
|
|
|||||
Working capital |
682,215 |
703,702 |
||||||
Less: |
||||||||
Derivative financial instruments |
1,786 | 11,848 | ||||||
Tax receivables |
14,966 | 15,611 | ||||||
Other current financial assets |
340,380 | 350,163 | ||||||
Other current assets |
68,773 | 66,718 | ||||||
Cash and cash equivalents |
459,791 | 317,291 | ||||||
Assets held for sale |
— | 17,225 | ||||||
Current borrowings |
(157,292 | ) | (106,029 | ) | ||||
Current lease liabilities |
(106,643 | ) | (92,842 | ) | ||||
Derivative financial liabilities |
(14,138 | ) | (13,192 | ) | ||||
Other current financial liabilities |
(33,984 | ) | — | |||||
Current provisions for risks and charges |
(14,093 | ) | (8,325 | ) | ||||
Tax liabilities |
(28,773 | ) | (33,362 | ) | ||||
Other current liabilities |
(124,356 | ) | (76,637 | ) | ||||
Liabilities held for sale |
— | (16,725 | ) | |||||
|
|
|
|
|||||
Trade Working Capital |
275,798 |
271,958 |
||||||
of which trade receivables |
160,360 |
138,829 |
||||||
of which inventories |
338,475 |
321,471 |
||||||
of which trade payables and customer advances |
(223,037 |
) |
(188,342 |
) |
ITEM 6 |
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
Name |
Year of Birth |
Position | ||
Ermenegildo Zegna di Monte Rubello | 1955 | Chairperson, Chief Executive Officer and Executive Director | ||
Andrea C. Bonomi | 1965 | Non-Executive Director | ||
Angelica Cheung | 1966 | Non-Executive Director | ||
Domenico De Sole | 1944 | Non-Executive Director | ||
Sergio P. Ermotti | 1960 | Non-Executive Director | ||
Ronald B. Johnson | 1958 | Non-Executive Director | ||
Valerie A. Mars | 1959 | Non-Executive Director | ||
Michele Norsa | 1948 | Non-Executive Director | ||
Henry Peter | 1957 | Non-Executive Director | ||
Anna Zegna di Monte Rubello | 1957 | Non-Executive Director | ||
Paolo Zegna di Monte Rubello | 1956 | Non-Executive Director |
• | Ermenegildo Zegna di Monte Rubello as Chief Executive Officer; |
• | Gianluca Ambrogio Tagliabue as Chief Operating Officer and Chief Financial Officer; |
• | Alessandro Sartori as Zegna Artistic Director; |
• | Franco Ferraris as Head of Textiles; |
• | Rodrigo Bazan as Chief Executive Officer of Thom Browne; and |
• | Thom Browne as Founder and Chief Creative Officer of Thom Browne. |
• | Historical Compensation for the 2021 Financial Year: details the remuneration features during the 2021 financial year and actual remuneration received by or awarded to each executive and non-executive director and the senior management team. |
• | Remuneration Policy: details our current remuneration policy (which is available on our corporate website), as adopted by the Zegna General Meeting on December 17, 2021. Our remuneration policy, which governs compensation for both executive and non-executive directors (with regard to the latter as of January 1, 2022), provides a structure that aligns remuneration of the Zegna Board with successful delivery of Zegna’s long-term strategy and long-term value creation with the goal of ensuring that the directors’ interests are closely aligned to those of Zegna’s stakeholders, including its shareholders. |
Name |
Office Held |
Fixed Compensation |
Variable Compensation (€) |
Stock Awards (€) |
Option Awards (€) |
Other Compensation (€) |
Total (€) |
|||||||||||||||||||||||
Annual Fee (€) |
Fringe Benefits (€) |
|||||||||||||||||||||||||||||
Ermenegildo Zegna di Monte Rubello |
Chairperson, Chief Executive Officer and Executive Director |
|||||||||||||||||||||||||||||
Realized |
1,863,000 |
(1) |
85,000 |
(2) |
2,695,000 |
(4) |
— |
4,114,000 |
(7) |
— |
8,757,000 |
|||||||||||||||||||
Non-Realized |
— |
3,242,000 |
(3) |
6,138,000 |
(5) |
2,047,000 |
(6) |
234,000 |
(8) |
— |
11,661,000 |
|||||||||||||||||||
Total – Sole Executive Director |
1,863,000 |
3,327,000 |
8,833,000 |
2,047,000 |
4,348,000 |
— |
20,418,000 |
|||||||||||||||||||||||
Andrea C. Bonomi (9) |
Non-Executive Director | — | — | — | — | — | — | — |
||||||||||||||||||||||
Angelica Cheung (10) |
Senior Non-Executive Director | — | — | — | — | — | 98,000 | (11) | 98,000 |
|||||||||||||||||||||
Domenico De Sole |
Non-Executive Director | 40,000 | — | — | (812,000 | ) (12) |
155,000 | (13) |
190,000 | (14) |
(427,000 |
) | ||||||||||||||||||
Sergio P. Ermotti (15) |
Non-Executive Director | — | — | — | — | 155,000 | (13) |
— | 155,000 |
|||||||||||||||||||||
Ronald B. Johnson |
Non-Executive Director | 80,000 | — | — | — | 155,000 | (13) |
— | 235,000 |
|||||||||||||||||||||
Valerie A. Mars |
Non-Executive Director | — | — | — | — | 155,000 | (13) |
— | 155,000 |
|||||||||||||||||||||
Michele Norsa |
Non-Executive Director | 80,000 | — | — | — | 155,000 | (13) |
— | 235,000 |
|||||||||||||||||||||
Henry Peter |
Non-Executive Director | 199,000 | (16) |
9,000 | (17) |
— | 186,000 | (18) |
155,000 | (13) |
100,000 | (19) |
649,000 |
|||||||||||||||||
Angelo Zegna di Monte Rubello (20) |
Non-Executive Director | 6,000 | — | — | — | — | — | 6,000 |
||||||||||||||||||||||
Anna Zegna di Monte Rubello |
Non-Executive Director | 189,000 | 43,000 | (17) |
480,000 | — | 155,000 | (13) |
— | 867,000 |
||||||||||||||||||||
Paolo Zegna di Monte Rubello (21) |
Non-Executive Director | 523,000 | (22) |
27,000 | (17) |
600,000 | — | 155,000 | (13) |
— | 1,305,000 |
|||||||||||||||||||
Renata Zegna di Monte Rubello |
Non-Executive Director | 20,000 | 5,000 | (17) |
— | — | — | — | 25,000 |
|||||||||||||||||||||
Total – Non-Executive Directors |
1,137,000 |
84,000 |
1,080,000 |
(626,000 |
) |
1,240,000 |
388,000 |
3,303,000 |
(1) | The amount reported is comprised of (i) the base salary earned by Mr. Zegna as Chief Executive Officer of Zegna (€880,000) and (ii) €983,000 for his services as a director of Zegna Group companies. |
(2) | The amount reported represents post-employment benefits in the form of mandatory social contributions for Ermenegildo Zegna di Monte Rubello. |
(3) | The amount reported represents the accrued value of the indemnity payable to Mr. Zegna on termination of his employment. |
(4) | The amount reported represents short term variable compensation, determined as described above. |
(5) | The amount reported represents the long term variable compensation, calculated as described above. |
(6) | The amount reported represents the IPO Performance Bonus share awards to which Mr. Zegna is entitled, subject to the satisfaction of certain conditions described above. |
(7) | The amount reported is comprised of (i) the gain incurred by Mr. Zegna from the exercise of his right to purchase 15,832 shares of Zegna, as discussed above and (ii) the gain incurred by Mr. Zegna from the exercise of his right to purchase 6,352 shares of Zegna, as discussed above. |
(8) | The amount reported represents the expense that was recorded by Zegna for 2021 in connection with Mr. Zegna’s right to purchase shares, pursuant to the executive agreement restated as of July 15, 2021 and the remuneration policy, as discussed above. |
(9) | Andrea C. Bonomi was nominated to the Zegna Board by the IIAC Sponsor effective as of, and has been a Zegna Director since, December 17, 2021. |
(10) | Angelica Cheung has been a Zegna Director since December 17, 2021. |
(11) | Ms. Cheung received €98,000 for consulting services provided to Zegna. |
(12) | The amount reported represents 16,237 Zegna treasury shares assigned to Domenico De Sole on July 4, 2021 with a fair market value of €6,051,530 for a purchase price of €2,216,351. Such Ordinary Shares were purchased pursuant to the right under the agreement between Zegna and DDS and Associates LLC, as discussed above under “— Share Purchases |
(13) | Represents the Zegna Warrants granted to certain Zegna Directors, as discussed above. |
(14) | DDS and Associates LLC (an entity beneficially owned by members of Mr. De Sole’s family), received €190,000 for consulting services provided to Zegna. Mr. De Sole has disclaimed any pecuniary interest in DDS and Associates LLC. |
(15) | The table does not include any remuneration received by Sergio P. Ermotti for his service to IIAC. Mr. Ermotti was the chairman of the board of directors of IIAC until December 17, 2021. |
(16) | The amount reported includes €99,000 earned by Henry Peter for services as a director of a Zegna subsidiary. |
(17) | Includes post-employment benefits in the form of mandatory social contributions earned for services as a director of Zegna. |
(18) | The amount reported, which is non-realized compensation for 2021, represents the accrual for 2021 of the IPO Performance Bonus to which the Zegna Director shall be entitled, subject to the conditions described above. |
(19) | Mr. Peter received €100,000 for services provided to Zegna in connection with the Business Combination. |
(20) | The amount reported for Angelo Zegna di Monte Rubello was received in connection with his service to Zegna prior to his death in August 2021. |
(21) | Paolo Zegna di Monte Rubello was the chairman of the Zegna Board until December 17, 2021. |
(22) | The amount reported includes €30,000 earned by Paolo Zegna di Monte Rubello for services as a director of a Zegna subsidiary. |
• | Ermenegildo Zegna di Monte Rubello as Chief Executive Officer; |
• | Gianluca Ambrogio Tagliabue as Chief Operating Officer and Chief Financial Officer; |
• | Alessandro Sartori as Zegna Artistic Director; |
• | Franco Ferraris as Head of Textiles; |
• | Rodrigo Bazan as Chief Executive Officer of Thom Browne; and |
• | Thom Browne as Founder & Chief Creative Officer of Thom Browne. |
1. | The remuneration of the board follows the pay-for-performance |
2. | The remuneration is appropriately balanced between fixed and variable remuneration components, aiming to ensure long-term value creation and alignment of Zegna Directors’ interests with Zegna’s strategic objectives; |
3. | The remuneration of the board is competitive in relation to the market in which Zegna operates, the relative size of the business, the specificity of Zegna’s governance structure and the duties and responsibilities of the board resulting therefrom; |
4. | The remuneration is predominantly long-term in character, with long-term equity incentives linked to the delivery of Zegna’s strategic objectives in the highly competitive industry Zegna operates in; |
5. | The remuneration of the Zegna Non-Executive Directors is designed to attract and retain non-executive directors who have the talent and skills to foster the long-term value creation of Zegna while respecting its core values; |
6. | The remuneration of the Zegna Non-Executive Directors consists of cash payments and equity awards in order to enable Zegna to limit the cash component of the non-executive director remuneration and to ensure structural alignment of the Zegna Non-Executive Directors’ interests with the interests of Zegna’s stakeholders, including its shareholders; and |
7. | The Zegna Non-Executive Directors will evaluate the objectives and structures of the remuneration policy at regular intervals, to ensure it is fit for its intended purpose. The Zegna Non-Executive Directors will be assisted by Zegna’s Compensation Committee. |
1. | Be decreased or eliminated if such grant, award or actual payment were to be unacceptable according to principles of reasonableness and fairness; and |
2. | Clawed back if such grant, award or actual payment took place on the basis of incorrect data (including data that has been maliciously altered and therefore, is incorrect). |
• | Audit Committee - €30,000 (chairperson), €15,000 (other members) |
• | Compensation Committee - €20,000 (chairperson), €10,000 (other members) |
• | Governance and Sustainability Committee - €20,000 (chairperson), €10,000 (other members) |
As at December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
White Collars |
3,814 | 3,897 | 4,095 | |||||||||
Blue Collars |
2,016 | 2,201 | 2,132 | |||||||||
Temporary employees |
219 | 151 | 313 | |||||||||
|
|
|
|
|
|
|||||||
Total |
6,049 |
6,249 |
6,540 |
As at December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
EMEA |
3,957 | 4,217 | 4,347 | |||||||||
North America |
369 | 327 | 366 | |||||||||
Latin America |
117 | 125 | 139 | |||||||||
APAC |
1,606 | 1,580 | 1,688 | |||||||||
|
|
|
|
|
|
|||||||
Total |
6,049 |
6,249 |
6,540 |
ITEM 7 |
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
Beneficial Owner |
Number of Ordinary Shares |
% of Outstanding | ||||||
>5% holders |
||||||||
Monterubello s.s.(1) |
149,734,550 | 61.8 | % | |||||
Strategic Holding Group S.à r.l. (2) |
36,184,446 | (3) |
14.6 | % | ||||
Zegna Directors |
||||||||
Ermenegildo Zegna di Monte Rubello |
5,246,800 | (4) |
2.2 | % | ||||
Andrea C. Bonomi |
— | — | ||||||
Angelica Cheung |
— | — | ||||||
Domenico De Sole |
120,000 | (5) |
(*) | |||||
Sergio P. Ermotti |
1,469,688 | (6) |
(*) | |||||
Ronald B. Johnson |
120,000 | (7) |
(*) | |||||
Valerie A. Mars |
120,000 | (8) |
(*) | |||||
Michele Norsa |
120,000 | (9) |
(*) | |||||
Henry Peter |
420,000 | (10) |
(*) | |||||
Anna Zegna di Monte Rubello |
150,000 | (11) |
(*) | |||||
Paolo Zegna di Monte Rubello |
240,000 | (12) |
(*) | |||||
Zegna Senior Managers |
||||||||
Gianluca Ambrogio Tagliabue |
30,000 | (13) |
(*) | |||||
Rodrigo Bazan |
— | — | ||||||
Thom Browne |
200,000 | (14) |
(*) | |||||
Franco Ferraris |
— | — | ||||||
Alessandro Sartori |
30,000 | (15) |
(*) |
(*) | Less than 1% of the shares outstanding. |
(1) | Monterubello is an Italian società semplice whose quotas are currently held by members of the Zegna family. The directors of Monterubello, as of the Closing Date, were Ermenegildo Zegna di Monte Rubello (chairman of the board of directors), Paolo Zegna di Monte Rubello (vice chairman of the board of directors), Renata Zegna di Monte Rubello, Anna Zegna di Monte Rubello, Giovanni Schneider, Stefano Aimone and Alessandro Andrea Trabaldo Togna. |
(2) | Based on filings with the SEC (Schedule 13G filed on February 8, 2022, File No. 005-93353): Strategic Holding Group S.à r.l. is governed by a five-member board of managers, which at the time of the SEC filing included Kamel Aliat, Amélie Flammia, Marvin Martins, Alex Browning and Natalie Ramsden; action by the five-member board of managers is by simple majority vote; and no individual manager on the board of managers has voting or dispositive control over the reported securities and, therefore, no individual manager has or shares beneficial ownership of such securities. |
(3) | Includes 3,490,000 PIPE Shares and 5,230,000 Ordinary Shares issuable upon exercise of an equal number of Private Placement Warrants that are exercisable within 60 days of March 30, 2022. Excludes 4,276,563 Escrowed Shares which will be held in escrow until the satisfaction of the relevant release conditions or lapse of the prescribed period of time. As long as any such Escrowed Shares are held in escrow Strategic Holding Group S.à r.l.’s voting and economic rights shall be restricted. |
(4) | Includes 420,000 PIPE Shares. Excludes 600,000 Ordinary Shares which may be granted upon vesting of the performance-based share awards which were granted following the closing of the Business Combination. |
(5) | Represents 120,000 PIPE Shares. |
(6) | Includes 120,000 PIPE Shares and 670,000 Ordinary Shares issuable upon exercise of an equal number of Private Placement Warrants that are exercisable within 60 days of March 30, 2022. |
(7) | Represents 120,000 PIPE Shares. |
(8) | Represents 120,000 PIPE Shares. |
(9) | Represents 120,000 PIPE Shares. |
(10) | Represents 420,000 PIPE Shares. |
(11) | Represents 150,000 PIPE Shares. |
(12) | Represents 240,000 PIPE Shares. |
(13) | Represents 30,000 PIPE Shares. |
(14) | Represents 200,000 PIPE Shares held by Thom Browne Revocable Trust. |
(15) | Represents 30,000 PIPE Shares. |
• | Transactions with Tom Ford related to (i) a licensing agreement for the production and worldwide distribution of luxury men’s ready to wear and made to measure clothing, footwear and accessories under the Tom Ford label, (ii) financial assets related to loans to Tom Ford, and (iii) financial guarantees provided to Tom Ford in relation to its payment obligations under a bank loan for an amount of $7,500 thousand issued to Tom Ford in 2020 and maturing in March 2025. |
• | The purchase of raw materials, in particular carded yarns from Filati Biagioli Modesto |
• | The purchase of raw materials, in particular of wool, from Gruppo Schneider S.p.A. |
• | The purchase of industrial services, in particular of fabrics’ finishing, from Finissaggio e Tintoria Ferraris S.p.A. |
• | The purchase of industrial services from Pettinatura di Verrone S.r.l. |
• | Transactions with PKB Privatbank AG relating to an interest-bearing loan amounting to Euro 5,000 thousand expiring in March 2022. |
• | The Disposition of certain of its businesses, through the statutory demerger under Italian law to a new company owned by its existing shareholders. The Disposition included, inter alia, Zegna’s real estate business, consisting of Zegna’s former subsidiary EZ Real Estate, which directly and indirectly holds substantially all of the real estate assets formerly owned by the Zegna group, as well as certain properties previously owned by Lanificio Zegna. Most of the real estate properties directly or indirectly owned by EZ Real Estate were, and continue to be, leased to Zegna also following the Disposition. Zegna pays rent to EZ Real Estate or its subsidiaries under lease agreements. In addition, following the Disposition, Zegna has entered into arrangements whereby Oasi Zegna provides licensing, marketing and other sustainability-related services to Zegna. |
• | As part of the Disposition, on January 14, 2021, the Group sold 70% of its equity stake in Agnona to a related party for consideration of Euro 1 and as a result Agnona was deconsolidated from the beginning of the year and became a related party of the Group. The Group subsequently disposed of the remaining 30% stake in Agnona during September and October 2021 for total consideration of Euro 500 thousand. Following the initial disposal of Agnona, the Group sold products and recharged costs for services to Agnona, as well as compensated amounts related to losses incurred by Agnona subsequent to the Group’s sale of a majority stake in accordance with the terms of the related sale agreement. |
• | Following the Disposition, the payment of rent to EZ Real Estate or its subsidiaries under lease agreements for the use of properties. |
• | Support to the activities of Fondazione Zegna, a charitable organization which provides an opportunity for charitable work on the part of the Zegna family and Group employees. Fondazione Zegna supports and funds projects in cooperation with non-profit organizations operating in various fields and different parts of the world. |
• | Put contracts entered into as part of the Group’s investments in Thom Browne and Lanificio Zegna whereby the Group has been required to, and may in the future be required to, purchase all or a portion of the remaining non-controlling interests in Thom Browne and Lanificio Zegna. For additional information relating to the put contracts please refer to Note 34 - Other non-current financial liabilities |
• | The repurchase by Zegna of 54,600,000 of its own shares from Monterubello for total consideration of Euro 455,000 thousand. |
• | The issuance of 800,000 private warrants to certain Zegna non-executive directors, for which the Group recognized personnel costs of Euro 1,263 thousand and an offsetting increase to other reserves within equity for the year ended December 31, 2021. |
• | The grant of equity-settled share-based payments to key management. |
ITEM 8 |
FINANCIAL INFORMATION |
ITEM 9 |
THE OFFER AND LISTING |
ITEM 10 |
ADDITIONAL INFORMATION |
• | after holding a number of Ordinary Shares for an uninterrupted period of five years following the registration of such number of Ordinary Shares in the Loyalty Register, and without such number of Ordinary Shares being de-registered from the Loyalty Register in such period, each Zegna Special Voting Share A corresponding to such number of Ordinary Shares will automatically be converted into a Zegna Special Voting Share B; and |
• | after holding a number of Ordinary Shares for an uninterrupted period of ten years following the registration of such number of Ordinary Shares in the Loyalty Register, and without such number of Ordinary Shares being de-registered from the Loyalty Register in such period, each Zegna Special Voting Share B corresponding to such number of Ordinary Shares will automatically be converted into a Zegna Special Voting Share C. |
• | each Zegna Special Voting Share A will entitle its holder with one extra vote; |
• | each Zegna Special Voting Share B will entitle its holder with four extra votes; and |
• | each Zegna Special Voting Share C will entitle its holder with nine extra votes. |
• | making a proposal to the Zegna General Meeting concerning any amendment of the Zegna Articles of Association which adversely affects the rights of the IIAC Sponsor specifically (as opposed to its rights arising from the ownership of Ordinary Shares or Zegna Special Voting Shares that are shared on a pro rata basis by the other holders of the same class); |
• | cessation or material alteration of the principal business of Zegna, including a material change to its corporate purpose, or change of jurisdiction of organization; |
• | expansion of the Zegna Board to more than fifteen members without granting the IIAC Sponsor the right to nominate an additional Zegna Director to preserve its proportional representation; |
• | dissolution or termination of any standing committee of the Zegna Board; |
• | deregistration of Zegna or delisting of the Ordinary Shares from the NYSE; and |
• | making a proposal to the Zegna General Meeting for the appointment or removal of Zegna’s independent auditors, but only if the replacement is not from among Deloitte, Ernst & Young, KPMG or PricewaterhouseCoopers. |
• | Paolo Zegna di Monte Rubello and Anna Zegna di Monte Rubello are both representatives of Monterubello and are appointed as Zegna Non-Executive Directors. Because of their affiliation with Monterubello, Zegna does not comply with best practice provision 2.1.7(iii) of the DCGC that requires that there is at most one Zegna Non-Executive Director who can be considered to be affiliated with a Shareholder who holds more than 10% of the Ordinary Shares. Zegna believes that it and all of its stakeholders benefit from both affiliates of Monterubello, especially in respect of their expertise and valuable knowledge of Zegna’s business and the industry Zegna operates in, which outweighs any perceived disadvantage of non-independence; |
• | the Chief Executive Officer has also been granted the title Chairperson but does not qualify as the chairperson within the meaning of the DCGC (for example best practice provision 2.3.6). In accordance with the Zegna Articles of Association and the Zegna Board Regulations, the Zegna Board has granted an independent Zegna Non-Executive Director the title Lead Non-Executive Director. The Lead Non-Executive Director serves as the chairperson of the Zegna Board under Dutch law and within the meaning of the DCGC (for example best practice provision 2.3.6). Consequently, Zegna is compliant with best practice provision 2.1.9 that requires the chairperson of the Zegna Board to be independent within the meaning of best practice provision 2.1.8 of the DCGC; |
• | pursuant to the Zegna Articles of Association, the Zegna Directors are appointed for a term ending at the close of the first annual Zegna General Meeting following his or her appointment. Given these annual appointments, Zegna does not prepare a retirement schedule as referred to in best practice provision 2.2.4 of the DCGC; |
• | the Zegna Board has granted or intends to grant options and/or performance shares to the Chief Executive Officer as part of his remuneration. In deviation of best practice provision 3.1.2 of the DCGC, the options may be exercised within the first three years of their grant date, and the performance shares to be awarded to the Chief Executive Officer will not be subject to a five years holding period. Although in deviation of the DCGC, the foregoing is market practice among companies listed on the NYSE. As regards the Zegna Non-Executive Directors, it is envisaged that their remuneration will be payable 50% in cash and 50% in shares subject to a lock-up period of two years. The remuneration in the form of Ordinary Shares is in accordance with market practice among companies listed on the NYSE, although in deviation from suggested governance provision 3.3.2 of the DCGC; and |
• | the management services agreement of the Chief Executive Officer provides for (i) a severance payment in excess of one year base salary and (ii) a severance payment if such agreement is terminated, among other things, at the initiative of the Chief Executive Officer. These severance provisions are considered consistent with US market practice, although in deviation from suggested governance provision 3.2.3 of the DCGC. |
• | Financial institutions; |
• | Insurance companies; |
• | Mutual funds; |
• | Pension plans; |
• | S corporations; |
• | Broker-dealers; |
• | Traders in securities that elect mark-to-market |
• | Regulated investment companies; |
• | Real estate investment trusts; |
• | Trusts and estates; |
• | Tax exempt organizations (including private foundations); |
• | Investors that hold Ordinary Shares or Warrants as part of a “straddle,” “hedge,” “conversion,” “synthetic security,” “constructive ownership transaction,” “constructive sale” or other integrated transaction for U.S. federal income tax purposes; |
• | Holders that have a functional currency other than the U.S. dollar; |
• | U.S. expatriates; |
• | Investors subject to the U.S. “inversion” rules; and |
• | U.S. Holders owning or considered as owning (directly, indirectly or through attribution) 5% measured by vote or value) or more of Zegna’s Ordinary Shares; and |
• | Person who received any of Zegna’s stock or warrants as compensation. |
• | An individual who is a U.S. citizen or resident of the United States; |
• | A corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof or the District of Columbia; |
• | An estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
• | A trust (A) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons (within the meaning of the U.S. Tax Code) who have the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable Treasury Regulations to be treated as a U.S. person. |
• | the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Ordinary Shares or Warrants; |
• | the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of Zegna’s first taxable year in which Zegna is a PFIC, will be taxed as ordinary income; |
• | the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and |
• | an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the tax attributable to each such other taxable year of the U.S. Holder. |
(i) | is an individual and the holder’s income or capital gains derived from the Zegna Shares and/or Warrants are attributable to employment activities, the income from which is taxable in the Netherlands; |
(ii) | has a substantial interest ( aanmerkelijk belang fictief aanmerkelijk belang Wet inkomstenbelasting 2001 ITA winstbewijzen |
(iii) | is an entity that, although it is in principle subject to Dutch corporate income tax under the Dutch Corporate Income Tax Act 1969 ( Wet op de vennootschapsbelasting 1969 CITA vrijgestelde beleggingsinstelling |
(iv) | is an investment institution ( beleggingsinstelling |
(v) | is required to apply the participation exemption ( deelnemingsvrijstelling paid-up share capital in Zegna; or |
(vi) | is entitled to the dividend withholding tax exemption ( inhoudingsvrijstelling Wet op de dividendbelasting 1965 DWTA paid-up share capital in Zegna. |
(i) | a Dutch Resident Individual (as defined below) or a Dutch Resident Corporate Entity (as defined below); or |
(ii) | a Non-Dutch Resident Individual (as defined below) or a Non-Dutch Resident Corporate Entity (as defined below) that derives profits from an enterprise, which enterprise is fully or partly carried on through a permanent establishment (vaste inrichting vaste vertegenwoordiger |
(i) | distributions of profits in cash or in kind, whatever they be named or in whatever form; |
(ii) | proceeds from the liquidation of Zegna or proceeds from the repurchase of shares by Zegna, other than as a temporary portfolio investment ( tijdelijke belegging paid-in capital recognized for Dutch dividend withholding tax purposes; |
(iii) | the par value of the Zegna Shares issued to a holder of Zegna Shares or an increase in the par value of the Zegna Shares, to the extent that no related contribution, recognized for Dutch dividend withholding tax purposes, has been made or will be made; and |
(iv) | partial repayment of paid-in capital, that is |
• | not recognized for Dutch dividend withholding tax purposes, or |
• | recognized for Dutch dividend withholding tax purposes, to the extent that Zegna has “net profits” ( zuivere winst |
(i) | a person other than the holder of Zegna Shares wholly or partly, directly or indirectly, benefits from the dividends; |
(ii) | whereby this other person retains or acquires, directly or indirectly, an interest similar to that in the Zegna Shares on which the dividends were paid; and |
(iii) | that other person is entitled to a credit, reduction or refund of Dutch dividend withholding tax that is less than that of the holder of Zegna Shares. |
(i) | individuals who are resident or deemed to be resident in the Netherlands (“ Dutch Resident Individuals |
(ii) | entities or enterprises that are subject to the CITA and are resident or deemed to be resident in the Netherlands (“ Dutch Resident Corporate Entities |
(i) | an enterprise from which a Dutch Resident Individual derives profits, whether as an entrepreneur ( ondernemer co-entitled (medegerechtigde |
(ii) | miscellaneous activities, including activities which are beyond the scope of active portfolio investment activities ( meer dan normaal vermogensbeheer |
(i) | from 1.82% over the first EUR 50,650 of such positive balance; |
(ii) | to 4.37% over any excess positive balance between EUR 50,650.01 up to and including EUR 962,350; and |
(iii) | to a maximum of 5.53% |
(i) | individuals who are not resident and not deemed to be resident in the Netherlands (“ Non-Dutch Resident Individuals |
(ii) | entities that are not resident and not deemed to be resident in the Netherlands (“ Non-Dutch Resident Corporate Entities |
(i) | the Non-Dutch Resident Individual derives profits from an enterprise, whether as entrepreneur or by being co-entitled to the net worth of this enterprise other than as an entrepreneur or shareholder and this enterprise is fully or partly carried on through a permanent establishment (vaste inrichting vaste vertegenwoordiger |
(ii) | the Non-Dutch Resident Individual derives benefits from miscellaneous activities carried on in the Netherlands in respect of the Zegna Shares and/or Warrants, including activities which are beyond the scope of active portfolio investment activities; or |
(iii) | the Non-Dutch Resident Individual is entitled to a share—other than by way of securities—in the profits of an enterprise, which is effectively managed in the Netherlands and to which the Zegna Shares and/or Warrants are attributable. |
(i) | the Non-Dutch Resident Corporate Entity derives profits from an enterprise, which is fully or partly carried on through a permanent establishment (vaste inrichting vaste vertegenwoordiger |
(ii) | the Non-Dutch Resident Corporate Entity is entitled to a share—other than by way of securities—in the profits of an enterprise or a co-entitlement to the net worth of an enterprise, which is effectively managed in the Netherlands and to which the Zegna Shares and/or Warrants are attributable. |
(i) | the holder is resident, or is deemed to be resident, in the Netherlands at the time of the gift or death of the holder; |
(ii) | the holder dies within 180 days after the date of the gift of the Zegna Shares and/or Warrants and was, or was deemed to be, resident in the Netherlands at the time of the holder’s death but not at the time of the gift; or |
(iii) | the gift of the Zegna Shares and/or Warrants is made under a condition precedent and the holder is resident, or is deemed to be resident, in the Netherlands at the time the condition is fulfilled. |
• | “ CITA |
• | “ EEA State |
• | “ Finance Act 2017 |
• | “ Finance Act 2018 |
• | “ Finance Act 2019 |
• | “ Finance Act 2020 |
• | “ Finance Act 2021 |
• | “ IRES |
• | “ IRAP |
• | “ Italian White List |
• | “ Non-Qualified Holdings |
• | “ Qualified Holdings |
• | “ Transfer of Qualified Holdings |
• | 40% of the amount of the dividends paid out of profits formed until the fiscal year that was current on December 31, 2007; |
• | 49.72% of the amount of the dividends paid out of profits formed after the fiscal year that was current on December 31, 2007 and until the fiscal year that was current on December 31, 2016; |
• | 58.14% of the amount of the dividends paid out of profits formed in the fiscal year that was current on December 31, 2017. |
(i) | The tax return regime ( regime della dichiarazione Non-Qualified Holdings before 2019 should be allowed to offset capital gains realized on Transfers of Qualified Holdings as of 2019. The tax return method is mandatory if the taxpayer does not choose one of the two alternative regimes mentioned in (b) and (c) below. |
(ii) | The non-discretionary investment portfolio (risparmio amministrato società di intermediazione mobiliare Non-Qualified Holdings before 2019 should be allowed to offset capital gains realized on Transfers of Qualified Holdings as of 2019. Under this regime, the holder is not required to report capital gains in the annual income tax return. |
(iii) | The discretionary investment portfolio regime ( risparmio gestito Non-Qualified Holding. |
(i) | the Ordinary Shares have been uninterruptedly held as of the first day of the twelfth month prior to the transfer, treating the shares acquired on the most recent date as being transferred first (on a “last in first out” basis); |
(ii) | the Ordinary Shares have been booked as fixed financial assets in the first financial statement closed during the holding period. In case of holders that draft their financial statements according to IAS / IFRS international accounting standards, the Ordinary Shares are deemed as fixed financial assets if they are not accounted as “held for trading”; |
(iii) | residence for tax purposes of the participated entity in a Country other than those with a privileged tax regime in accordance with the criteria set out in Article 47- bis |
(iv) | the participated entity carries out a commercial business activity according to the definition set forth in Article 55 CITA; however, this requirement is not relevant for shareholdings in companies whose securities are traded on regulated markets (as for the Ordinary Shares). This requirement must be met at the time when the capital gain is realized, without interruption, from at least the beginning of the third tax period preceding the one in which the gain is realized. |
• | at a rate of 4% in case of transfers made to the spouse or relatives in direct line, on the portion of the global net value of the transferred assets, if any, exceeding, for each beneficiary, €1,000,000.00. |
• | at a rate of 6% in case of transfers made to relatives up to the fourth degree or relatives-in-law |
• | at a rate of 8% in any other case. |
• | If the transfer is made in favor of persons with severe disabilities, the tax applies on the value exceeding €1,500,000.00 at the rates illustrated above, depending on the type of relationship existing between the deceased or donor and the beneficiary. |
ITEM 11 |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS |
ITEM 12 |
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
ITEM 13 |
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES |
ITEM 14 |
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
ITEM 15 |
CONTROLS AND PROCEDURES |
ITEM 16A |
AUDIT COMMITTEE FINANCIAL EXPERT |
ITEM 16B |
CODE OF ETHICS |
ITEM 16C |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
(Euro thousands) |
For the years ended December 31, |
|||||||
2021 |
2020 |
|||||||
Audit fees (1) |
8,214 |
1,768 |
||||||
Audit-related fees |
195 |
395 |
||||||
Tax fees |
412 |
308 |
||||||
All other fees |
154 |
669 |
||||||
|
|
|
|
|||||
Total |
8,975 |
3,140 |
(1) |
The Audit fees in 2021 include (i) the PCAOB audit for the years ended December 31, 2020, 2019 and 2018 for Euro 4,900 thousand in connection with the preparation of the consolidated financial statements as of and for the three years in the period ended December 31, 2020 for the purpose of Zegna’s Registration Statement on Form F-4 filed in connection with the Business Combination and (ii) the PCAOB audit for the year ended December 31, 2021. |
• |
Audit fees are the aggregate fees charged by the Deloitte Entities for the audit of our annual consolidated financial statements, the review of our interim consolidated financial statements and attestation services that are provided in connection with statutory and regulatory filings or engagements. |
• |
Audit-related fees are the aggregate fees charged by the Deloitte Entities for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” This category comprises fees for agreed upon procedures engagements and other attestation services subject to regulatory requirements. In 2021, approximately €120 thousand of audit-related fees were incurred in relation to the listing process. |
• |
Tax fees are the aggregate fees charged by the Deloitte Entities for services related to tax compliance, tax advice and tax planning. |
• |
All other fees are the aggregate fees charged by the Deloitte Entities for non-audit services rendered which are not listed above. |
ITEM 16D |
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES |
ITEM 16E |
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
ITEM 16F |
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT |
ITEM 16G |
CORPORATE GOVERNANCE |
• |
NYSE listing standards generally require a majority of board members to be “independent” as determined under the NYSE listing standards. While the DCGC, in principle, also requires that a majority of board members be “independent”, the definition of “independent” under the DCGC differs in its details from the corresponding definition of “independent” under the NYSE listing standards. In some cases, DCGC requirements are stricter; in other cases the NYSE listing standards are stricter. Currently, a majority of the members of the Zegna Board are independent under the NYSE listing standards (6 out of 11 members) and the DCGC (7 out of 11 members). |
• |
NYSE listing standards require that when an audit committee member of a U.S. domestic listed company serves on four or more audit committees of public companies, the listed company should disclose (either on its website or in its annual proxy statement or annual report filed with the SEC) that the board of directors has determined that this simultaneous service would not impair the director’s service to the listed company. Dutch law does not require the Company to make such a determination. |
• |
NYSE listing standards applicable to U.S. companies require that external auditors be appointed by the audit committee. The general rule under Dutch law is that external auditors are appointed by the Zegna General Meeting. In accordance with the requirements of Dutch law, the appointment and removal of our independent registered public accounting firm must be resolved upon at a Zegna General Meeting. Our Audit Committee is responsible for determining the process for selecting and determining the remuneration of the independent registered public accounting firm and oversees and evaluates the work of our independent registered public accounting firm. |
• |
NYSE listing standards require a U.S. listed company to have a compensation committee and a nominating/corporate governance committee composed entirely of independent directors. As a foreign private issuer, we do not have to comply with this requirement, although we do have a Compensation Committee and a Governance and Sustainability Committee. The charter of our Compensation Committee states that more than half of the members of the Compensation Committee (including the chairperson) are independent under the DCGC. Currently, all three members of our Compensation Committee are independent under the DCGC and two members are independent under the NYSE listing standards. The charter of our Governance and Sustainability Committee states that more than half of the members of the Governance and Sustainability Committee are independent under the DCGC/ Currently all three members of our Governance and Sustainability Committee are independent under the DCGC and two members are independent under the NYSE listing standards. |
• |
Under NYSE listing standards, shareholders of U.S. companies must be given the opportunity to vote on all equity compensation plans and material revisions to those plans, with limited exceptions set forth in the NYSE listing standards. As a foreign private issuer, we are permitted to follow our home country laws regarding shareholder approval of compensation plans. Under Dutch law such approval is only required in relation to members of the board of directors if the articles of association of a company ( i.e. naamloze vennootschap sub-plans under an equity incentive plan that has been approved by the general meeting does not require separate approval of the company’s general meeting, provided, however, that such sub-plans are adopted within the framework and limits of the equity incentive plan as approved by the general meeting. Approval by the general meeting is also not required in respect of equity compensation plans for employees, provided, however, that (i) such employees are no members of the board of directors and (ii) the general meeting has authorized the board of directors to issue shares and/or rights to subscribe for shares. |
ITEM 16H |
MINE SAFETY DISCLOSURE |
ITEM 16I |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
ITEM 17 |
FINANCIAL STATEMENTS |
ITEM 18 |
FINANCIAL STATEMENTS |
ITEM 19 |
EXHIBITS |
Exhibit Number |
Description | |
1.1 |
||
1.2 |
||
2.1 |
||
2.2 |
||
2.3 |
||
2.4 |
||
2.5 |
||
4.1 |
||
4.2 |
||
4.3 |
||
4.4 |
||
4.5 |
||
4.6 |
||
4.7 |
||
4.8 |
||
4.9† |
Exhibit Number |
Description | |
4.10 |
||
4.11 |
||
8.1 |
||
12.1 |
||
12.2 |
||
13.1 |
||
13.2 |
||
15.1 |
||
101 |
Interactive Data File | |
104 |
Cover Page Interactive Data File |
† |
Certain of the exhibits and schedules to this exhibit have been omitted in accordance with the Instructions as to Exhibits of Form 20-F. The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
ERMENEGILDO ZEGNA N.V. | ||||||
April 6, 2022 |
By: |
/s/ Ermenegildo Zegna di Monterubello | ||||
Name: Ermenegildo Zegna di Monterubello | ||||||
Title: Chairperson and Chief Executive Officer |
F-2 | ||
F-6 | ||
F-7 | ||
F-8 | ||
F-9 | ||
F-10 | ||
F-11 |
• | We evaluated management’s ability to accurately forecast future cash flows by comparing actual results to management’s historical forecasts. |
• | We evaluated the consistency of management forecasts prepared at the DOS level to management’s segments-level forecasts. |
• | We evaluated the reasonableness of management’s estimated future cash flows, including management’s basis and approach for considering the impacts of changes in market conditions and economic events, by: |
- | Inquiring of the Company’s executives to understand the business initiatives supporting the assumptions in the future cash flows, and |
- | Comparing the forecasts to (1) historical revenue and operating results; (2) internal communications regarding the Company’s business plan and strategy; and (3) industry and market conditions. |
• | With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rates used in the impairment analysis by testing the source information used to select appropriate discount rates and the mathematical accuracy of the discount rate calculations. |
• | We evaluated management’s ability to accurately forecast revenues and profit of the Thom Browne Group by comparing actual revenue and profit results to management’s historical forecasts. |
• | We evaluated management’s assumptions related to future revenues and profits by: |
- | Inquiring of the Company’s executives to understand the business initiatives supporting the assumptions in the future revenues and profits, and |
- | Comparing the forecasts to the current and past performance of the Thom Browne Group and to external market and industry data. |
• | With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rates used in the valuation of the Thom Browne put option liability by testing the source information underlying management’s selection of a discount rate and testing the mathematical accuracy of the discount rate calculations. |
(Euro thousands) |
For the years ended December 31, |
|||||||||||||
Notes |
2021 |
2020 |
2019 |
|||||||||||
Revenues |
7 | 1,292,402 | 1,014,733 | 1,321,327 | ||||||||||
Other income |
8 | 8,260 | 5,373 | 7,873 | ||||||||||
Cost of raw materials and consumables |
9 | (309,609 | ) | (250,569 | ) | (309,801 | ) | |||||||
Purchased, outsourced and other costs |
10 | (353,629 | ) | (286,926 | ) | (371,697 | ) | |||||||
Personnel costs |
11 | (367,762 | ) | (282,659 | ) | (331,944 | ) | |||||||
Depreciation, amortization and impairment of assets |
12 | (163,367 | ) | (185,930 | ) | (177,068 | ) | |||||||
Write downs and other provisions |
13 | (19,487 | ) | (6,178 | ) | (1,017 | ) | |||||||
Other operating costs |
14 | (180,836 | ) | (30,399 | ) | (49,034 | ) | |||||||
|
|
|
|
|
|
|||||||||
Operating (Loss)/Profit |
(94,028 |
) |
(22,555 |
) |
88,639 |
|||||||||
Financial income |
15 | 45,889 | 34,352 | 22,061 | ||||||||||
Financial expenses |
15 | (43,823 | ) | (48,072 | ) | (37,492 | ) | |||||||
Foreign exchange (losses)/gains |
15 | (7,791 | ) | 13,455 | (2,441 | ) | ||||||||
Result from investments accounted for using the equity method |
21 | 2,794 | (4,205 | ) | (1,534 | ) | ||||||||
Impairments of investments accounted for using the equity method |
21 | — | (4,532 | ) | — | |||||||||
|
|
|
|
|
|
|||||||||
(Loss)/Profit before taxes |
(96,959 |
) |
(31,557 |
) |
69,233 |
|||||||||
Income taxes |
16 | (30,702 | ) | (14,983 | ) | (43,794 | ) | |||||||
|
|
|
|
|
|
|||||||||
(Loss)/Profit for the year |
(127,661 |
) |
(46,540 |
) |
25,439 |
|||||||||
Attributable to: |
||||||||||||||
Shareholders of the Parent Company |
(136,001 |
) |
(50,577 |
) |
21,749 |
|||||||||
Non-controlling interests |
8,340 |
4,037 |
3,690 |
|||||||||||
Basic earnings per share in Euro |
17 | (0.67 | ) | (0.25 | ) | 0.11 | ||||||||
Diluted earnings per share in Euro |
17 | (0.67 | ) | (0.25 | ) | 0.11 |
(Euro thousands) |
For the years ended December 31, |
|||||||||||||||
Notes |
2021 |
2020 |
2019 |
|||||||||||||
(Loss)/Profit for the year |
(127,661 |
) |
(46,540 |
) |
25,439 |
|||||||||||
Other comprehensive income/(loss): |
||||||||||||||||
Items that will be subsequently reclassified to the statement of profit and loss: |
||||||||||||||||
Foreign currency exchange differences arising from the translation of foreign operations |
40,324 | (36,435 | ) | 11,132 | ||||||||||||
Net (loss)/gain from cash flow hedges |
(6,344 | ) | 649 | (1,963 | ) | |||||||||||
Net gain from financial instruments measured at fair value |
444 | 287 | 2,463 | |||||||||||||
Items that will not be subsequently reclassified to the statement of profit and loss: |
||||||||||||||||
Net actuarial (loss)/gain from defined benefit plans |
(397 | ) | 499 | (444 | ) | |||||||||||
|
|
|
|
|
|
|||||||||||
Total other comprehensive income/(loss) |
31 | 34,027 |
(35,000 |
) |
11,188 |
|||||||||||
|
|
|
|
|
|
|||||||||||
Total comprehensive (loss)/income for the year |
(93,634 |
) |
(81,540 |
) |
36,627 |
|||||||||||
Attributable to: |
||||||||||||||||
Shareholders of the Parent Company |
(102,106 |
) |
(85,389 |
) |
32,864 |
|||||||||||
Non-controlling interests |
8,472 |
3,849 |
3,763 |
(Euro thousands) |
At December 31 |
|||||||||
Notes |
2021 |
2020 |
||||||||
Assets |
||||||||||
Non-current assets |
||||||||||
Intangible assets |
18 | 425,220 | 387,847 | |||||||
Property, plant and equipment |
19 | 111,474 | 244,127 | |||||||
Right-of-use |
20 | 370,470 | 351,646 | |||||||
Investments at equity method |
21 | 22,447 | 21,360 | |||||||
Deferred tax assets |
16 | 108,210 | 71,901 | |||||||
Investment property |
22 | — | 49,754 | |||||||
Other non-current financial assets |
23 | 35,372 | 49,263 | |||||||
|
|
|
|
|||||||
Total non-current assets |
1,073,193 |
1,175,898 |
||||||||
Current assets |
||||||||||
Inventories |
24 | 338,475 | 321,471 | |||||||
Trade receivables |
25 | 160,360 | 138,829 | |||||||
Derivative financial instruments |
26 | 1,786 | 11,848 | |||||||
Tax receivables |
14,966 | 15,611 | ||||||||
Other current financial assets |
27 | 340,380 | 350,163 | |||||||
Other current assets |
28 | 68,773 | 66,718 | |||||||
Cash and cash equivalents |
29 | 459,791 | 317,291 | |||||||
|
|
|
|
|||||||
1,384,531 |
1,221,931 |
|||||||||
Assets held for sale |
30 | — | 17,225 | |||||||
|
|
|
|
|||||||
Total current assets |
1,384,531 |
1,239,156 |
||||||||
|
|
|
|
|||||||
Total assets |
2,457,724 |
2,415,054 |
||||||||
|
|
|
|
|||||||
Liabilities and Equity |
||||||||||
Share capital |
31 | 5,939 | 4,300 | |||||||
Retained earnings |
31 | 498,592 | 893,236 | |||||||
Other reserves |
31 | 96,679 | (295,772 | ) | ||||||
|
|
|
|
|||||||
Equity attributable to shareholders of the Parent Company |
601,210 |
601,764 |
||||||||
Equity attributable to non-controlling interest |
32 | 43,094 | 43,270 | |||||||
|
|
|
|
|||||||
Total equity |
644,304 |
645,034 |
||||||||
Non-current liabilities |
||||||||||
Non-current borrowings |
33 | 471,646 | 558,722 | |||||||
Other non-current financial liabilities |
34 | 167,387 | 220,968 | |||||||
Non-current lease liabilities |
35 | 331,409 | 314,845 | |||||||
Non-current provisions for risks and charges |
36 | 44,555 | 39,956 | |||||||
Employee benefits |
37 | 42,263 | 29,347 | |||||||
Deferred tax liabilities |
16 | 53,844 | 70,728 | |||||||
|
|
|
|
|||||||
Total non-current liabilities |
1,111,104 |
1,234,566 |
||||||||
Current liabilities |
||||||||||
Current borrowings |
33 | 157,292 | 106,029 | |||||||
Other current financial liabilities |
34 | 33,984 | — | |||||||
Current lease liabilities |
35 | 106,643 | 92,842 | |||||||
Derivative financial instruments |
26 | 14,138 | 13,192 | |||||||
Current provisions for risks and charges |
36 | 14,093 | 8,325 | |||||||
Trade payables and customer advances |
38 | 223,037 | 188,342 | |||||||
Tax liabilities |
28,773 | 33,362 | ||||||||
Other current liabilities |
39 | 124,356 | 76,637 | |||||||
|
|
|
|
|||||||
702,316 |
518,729 |
|||||||||
Liabilities held for sale |
30 | — | 16,725 | |||||||
|
|
|
|
|||||||
Total current liabilities |
702,316 |
535,454 |
||||||||
|
|
|
|
|||||||
Total equity and liabilities |
2,457,724 |
2,415,054 |
||||||||
|
|
|
|
(Euro thousands) |
For the years ended December 31, |
|||||||||||||||
Notes |
2021 |
2020 |
2019 |
|||||||||||||
Operating activities |
43 | |||||||||||||||
(Loss)/Profit for the year |
(127,661 | ) | (46,540 | ) | 25,439 | |||||||||||
Income taxes |
30,702 | 14,983 | 43,794 | |||||||||||||
Depreciation, amortization and impairment of assets |
163,367 | 185,930 | 177,068 | |||||||||||||
Financial income |
(45,889 | ) | (34,352 | ) | (22,061 | ) | ||||||||||
Financial costs |
43,823 | 48,072 | 37,492 | |||||||||||||
Exchange losses/(gains) |
7,791 | (13,455 | ) | 2,441 | ||||||||||||
Write downs and other provisions |
19,487 | 6,178 | 1,017 | |||||||||||||
Write downs of the provision for obsolete inventory |
29,600 | 37,735 | 6,691 | |||||||||||||
Result from investments accounted for using the equity method |
(2,794 | ) | 4,205 | 1,534 | ||||||||||||
Impairments of investments accounted for using the equity method |
— | 4,532 | — | |||||||||||||
Losses arising from the sale of fixed assets |
1,153 | 1,091 | 970 | |||||||||||||
Other non-cash expenses/(income), net |
230,812 | (27,698 | ) | (6,420 | ) | |||||||||||
Change in inventories |
(27,554 | ) | (39,486 | ) | (5,400 | ) | ||||||||||
Change in trade receivables |
(12,294 | ) | 35,675 | (8,377 | ) | |||||||||||
Change in trade payables including customer advances |
31,426 | (38,485 | ) | (11,002 | ) | |||||||||||
Change in other operating assets and liabilities |
19,973 | (10,031 | ) | (11,285 | ) | |||||||||||
Interest paid |
(17,487 | ) | (21,023 | ) | (26,872 | ) | ||||||||||
Income taxes paid |
(63,300 | ) | (36,425 | ) | (30,907 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Net cash flows from operating activities |
281,155 |
70,906 |
174,122 |
|||||||||||||
Investing activities |
43 | |||||||||||||||
Payments for property plant and equipment |
(79,699 | ) | (27,630 | ) | (46,113 | ) | ||||||||||
Proceeds from disposals of property plant and equipment |
3,791 | 1,125 | — | |||||||||||||
Payments for intangible assets |
(14,627 | ) | (11,524 | ) | (13,392 | ) | ||||||||||
Payments for investment property |
— | — | (325 | ) | ||||||||||||
Proceeds from disposals of non-current financial assets |
1,536 | 45,979 | — | |||||||||||||
Payments for purchases of non-current financial assets |
(4,431 | ) | — | (6,987 | ) | |||||||||||
Proceeds from disposals of current financial assets and derivative instruments |
92,021 | 253,201 | 327,422 | |||||||||||||
Payments for acquisitions of current financial assets and derivative instruments |
(76,058 | ) | (166,334 | ) | (167,308 | ) | ||||||||||
Acquisition of Investments at equity method |
(313 | ) | — | — | ||||||||||||
Business combinations, net of cash acquired |
(4,224 | ) | (2,245 | ) | (9,336 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
Net cash flows (used in)/from investing activities |
(82,004 |
) |
92,572 |
83,961 |
||||||||||||
Financing activities |
||||||||||||||||
Proceeds from borrowings |
123,570 | 265,352 | 130,841 | |||||||||||||
Repayments of borrowings |
(160,210 | ) | (221,029 | ) | (272,851 | ) | ||||||||||
Repayments of non-current financial liabilities |
(4,287 | ) | — | — | ||||||||||||
Payments of lease liabilities |
(100,611 | ) | (90,699 | ) | (110,460 | ) | ||||||||||
Purchase of own shares from Monterubello |
(455,000 | ) | — | — | ||||||||||||
Proceeds from issuance of ordinary shares upon Business Combination |
310,739 | — | — | |||||||||||||
Proceeds from issuance of ordinary shares to PIPE Investors |
331,385 | — | — | |||||||||||||
Payments of transaction costs related to the Business Combination |
(48,475 | ) | — |
— |
||||||||||||
Cash distributed as part of the Disposition |
(26,272 | ) | — | — | ||||||||||||
Payments for acquisition of non-controlling interests |
(40,253 | ) | — | — | ||||||||||||
Sale of shares held in treasury/(Purchase of own shares) |
5,959 | (945 | ) | (94 | ) | |||||||||||
Dividends paid to non-controlling interests |
(548 | ) | (1,731 | ) | (14,922 | ) | ||||||||||
Dividends to owners of the parent |
(102 | ) | — | — | ||||||||||||
|
|
|
|
|
|
|||||||||||
Net cash flows used in financing activities |
(64,105 |
) |
(49,052 |
) |
(267,486 |
) | ||||||||||
|
|
|
|
|
|
|||||||||||
Effects of exchange rate changes on cash and cash equivalents |
7,454 |
(7,761 |
) |
1,698 |
||||||||||||
|
|
|
|
|
|
|||||||||||
Net increase/(decrease) in cash and cash equivalents |
142,500 |
106,665 |
(7,705 |
) | ||||||||||||
|
|
|
|
|
|
|||||||||||
Cash and cash equivalents at the beginning of the year |
317,291 |
210,626 |
218,331 |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Cash and cash equivalents at the end of the year |
459,791 |
317,291 |
210,626 |
|||||||||||||
|
|
|
|
|
|
(Euro thousands) |
Other comprehensive income |
|||||||||||||||||||||||||||||||||||||||
Share capital |
Retained earnings |
Other reserves |
Currency translation difference |
Cash flow hedge reserve |
Remeasurement of defined benefit plans |
Financial assets at FVOCI reserve |
Total equity attributable to shareholders of the Parent Company |
Total equity attributable to non-controlling interests |
Total equity |
|||||||||||||||||||||||||||||||
At January 1, 2019 (Restated) |
4,300 |
936,555 |
(247,375 |
) |
579 |
(872 |
) |
597 |
(2,507 |
) |
691,277 |
34,210 |
725,487 |
|||||||||||||||||||||||||||
Profit/(Loss) for the year |
— | 21,749 | — | — | — | — | — | 21,749 | 3,690 | 25,439 | ||||||||||||||||||||||||||||||
Other comprehensive income/(loss) |
— | — | — | 11,035 | (1,990 | ) | (395 | ) | 2,463 | 11,113 | 75 | 11,188 | ||||||||||||||||||||||||||||
Dividends |
— | (12,731 | ) | — | — | — | — | — | (12,731 | ) | (2,191 | ) | (14,922 | ) | ||||||||||||||||||||||||||
Other changes |
— | (1,084 | ) | (21,552 | ) | — | — | — | — | (22,636 | ) | 5,198 | (17,438 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
At December 31, 2019 |
4,300 |
944,489 |
(268,927 |
) |
11,614 |
(2,862 |
) |
202 |
(44 |
) |
688,772 |
40,982 |
729,754 |
|||||||||||||||||||||||||||
(Loss)/Profit for the year |
— | (50,577 | ) | — | — | — | — | — | (50,577 | ) | 4,037 | (46,540 | ) | |||||||||||||||||||||||||||
Other comprehensive income/(loss) |
— | — | — | (36,274 | ) | 637 | 539 | 287 | (34,811 | ) | (189 | ) | (35,000 | ) | ||||||||||||||||||||||||||
Dividends |
— | — | — | — | — | — | — | — | (1,731 | ) | (1,731 | ) | ||||||||||||||||||||||||||||
Other changes |
— | (676 | ) | (944 | ) | — | — | — | — | (1,620 | ) | 171 | (1,449 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
At December 31, 2020 |
4,300 |
893,236 |
(269,871 |
) |
(24,660 |
) |
(2,225 |
) |
741 |
243 |
601,764 |
43,270 |
645,034 |
|||||||||||||||||||||||||||
(Loss)/Profit for the year |
— | (136,001 | ) | — | — | — | — | — | (136,001 | ) | 8,340 | (127,661 | ) | |||||||||||||||||||||||||||
Other comprehensive income/(loss) |
— | — | — | 40,197 | (6,316 | ) | (430 | ) | 444 | 33,895 | 132 | 34,027 | ||||||||||||||||||||||||||||
Dividends |
— | — | (102 | ) | — | — | — | — | (102 | ) | (548 | ) | (650 | ) | ||||||||||||||||||||||||||
Capital increase related to the Business Combination |
1,639 | — | 710,264 | — | — | — | — | 711,903 | — | 711,903 | ||||||||||||||||||||||||||||||
Purchase of own shares from Monterubello |
— | — | (455,000 | ) | — | — | — | — | (455,000 | ) | — | (455,000 | ) | |||||||||||||||||||||||||||
Capital contribution from Monterubello |
— | — | 10,923 | — | — | — | — | 10,923 | — | 10,923 | ||||||||||||||||||||||||||||||
Issuance of shares held in treasury |
— | — | 5,959 | — | — | — | — | 5,959 | — | 5,959 | ||||||||||||||||||||||||||||||
Assignment of treasury shares |
— | (31,823 | ) | 31,823 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Acquisition of non-controlling interests |
— | 8,365 | — | — | — | — | — | 8,365 | (8,365 | ) | — | |||||||||||||||||||||||||||||
Acquisition of Ubertino |
— | — | — | — | — | — | — | — | 2,854 | 2,854 | ||||||||||||||||||||||||||||||
Share-based payments |
— | — | 74,978 | — | — | — | — | 74,978 | — | 74,978 | ||||||||||||||||||||||||||||||
Disposition |
— | (235,185 | ) | — | (20,465 | ) | 176 | — | — | (255,474 | ) | (2,589 | ) | (258,063 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
At December 31, 2021 |
5,939 |
498,592 |
108,974 |
(4,928 |
) |
(8,365 |
) |
311 |
687 |
601,210 |
43,094 |
644,304 |
• | Ermenegildo Zegna Holditalia S.p.A. implemented a cross-border conversion whereby it, by means of the execution of a Dutch notarial deed of cross-border conversion and amendment of its articles of association, converted into a Dutch public limited liability company (naamloze vennootschap) Conversion |
• | In connection with the Conversion, Zegna underwent a share split of 4,300,000 ordinary shares into 215,000,000 ordinary shares (the “ Share Split |
• | Zegna Merger Sub merged with and into IIAC, with IIAC being the surviving entity in the merger (the “ Merger |
a. | each share of Zegna Merger Sub was converted into one IIAC ordinary share; |
b. | a total number of 44,443,659 IIAC class A shares and class B shares were contributed to Zegna in exchange for an equivalent number of Zegna ordinary shares, representing a capital increase of Euro 397.8 million measured based on the closing price of IIAC’s shares of $10.14 per share on December 17, 2021; |
c. | 13,416,667 outstanding IIAC public warrants were converted to an equivalent number of Zegna public warrants representing a right to acquire one Zegna ordinary share. The public warrants were measured at fair value by using the Euro equivalent of the closing price of IIAC warrants on December 17, 2021, amounting to a total of Euro 20,723 thousand; and |
d. | 5,900,000 IIAC private placement warrants were exchanged for an equivalent number of Zegna private placement warrants representing a right to acquire one Zegna ordinary share, while the remaining 800,000 IIAC private placement warrants were transferred by Strategic Holding Group S.à r.l. to Zegna and Zegna issued a corresponding number of private placement warrants to certain of its directors. The private placement warrants were measured at fair value using a Monte Carlo simulation model, amounting to a total of Euro 10,349 thousand; |
e. | The issuance of 5,031,250 Zegna ordinary shares to the holders of IIAC class B shares to be held in escrow. The release of these shares from escrow is subject to achievement of certain targets within a seven-year period (“ Escrow Shares Share-Based Payment |
• | Pursuant to certain agreements between Zegna and IIAC, the private investment in public equity investors (“ PIPE Investors |
• | Zegna repurchased 54,600,000 of its ordinary shares from the Group’s controlling shareholder, Monterubello s.s. (hereinafter “ Monterubello |
• | Transaction costs incurred by the Group in relation to the Business Combination amounted to Euro 51.4 million |
(Euro thousands) |
||||
Proceeds from issuance of ordinary shares upon Business Combination |
310,739 |
|||
Proceeds from issuance of ordinary shares to PIPE Investors |
331,385 |
|||
Purchase of own shares from Monterubello |
(455,000 |
) | ||
Payments of transaction costs related to the Business Combination |
(48,475 |
) | ||
|
|
|||
Net cash proceeds from the Business Combination |
138,649 |
• |
the consolidated statement of profit and loss is presented by nature, in line with internal reporting processes and business operations; |
• |
the consolidated statement of comprehensive income is presented as a separate statement and, in addition to presenting the components of profit and loss recognized directly in the consolidated statement of profit and loss during the period, presents the components of profit and loss not recognized in profit or loss as required or permitted by IFRS; |
• |
the consolidated statement of financial position presents assets and liabilities by current and non-current items. Current items are those expected to be realized within 12 months from the reporting date or to be sold or consumed in the normal operating cycle of the Group; |
• |
the consolidated cash flow statement has been prepared using the “indirect method”, as permitted by IAS 7 — Statement of Cash Flows (“IAS 7”), and presents cash flows by operating, investing and financing activities; |
• |
the consolidated statement of changes in equity presents the movements in shareholder’s equity. |
• | changes to contractual cash flows – a company will not be required to derecognize or adjust the carrying amount of financial instruments for changes required by the interest rate benchmark reform, but will instead update the effective interest rate to reflect the change to the alternative benchmark rate; |
• | hedge accounting – a company will not have to discontinue its hedge accounting solely because it makes changes required by the interest rate benchmark reform if the hedge meets other hedge accounting criteria; and |
• | disclosures – a company will be required to disclose information about new risks that arise from the interest rate benchmark reform and how the company manages the transition to alternative benchmark rates. |
2021 |
2020 |
2019 |
||||||||||||||||||||||
At December 31 |
Average |
At December 31 |
Average |
At December 31 |
Average |
|||||||||||||||||||
U.S. Dollar |
1.133 | 1.183 | 1.227 | 1.142 | 1.123 | 1.119 | ||||||||||||||||||
Swiss Franc |
1.033 | 1.081 | 1.080 | 1.070 | 1.085 | 1.113 | ||||||||||||||||||
Chinese Renminbi |
7.195 | 7.629 | 8.023 | 7.874 | 7.821 | 7.735 | ||||||||||||||||||
Pound Sterling |
0.840 | 0.860 | 0.899 | 0.890 | 0.851 | 0.878 | ||||||||||||||||||
Hong Kong Dollar |
8.833 | 9.193 | 9.514 | 8.857 | 8.747 | 8.772 | ||||||||||||||||||
Singapore Dollar |
1.528 | 1.589 | 1.622 | 1.574 | 1.511 | 1.527 | ||||||||||||||||||
United Arab Emirates Dirham |
4.160 | 4.344 | 4.507 | 4.194 | 4.126 | 4.111 | ||||||||||||||||||
Japanese Yen |
130.380 | 129.877 | 126.490 | 121.832 | 121.940 | 122.021 |
Company |
Registered office |
Share capital (functional currency) |
Held directly by |
% Group |
||||||||||||
At December 31, |
||||||||||||||||
2021 |
2020 |
|||||||||||||||
Companies consolidated on a line-by-line |
||||||||||||||||
Parent company |
||||||||||||||||
Ermenegildo Zegna N.V. | Amsterdam (Netherlands) | 5,938,873 | ||||||||||||||
Italian subsidiaries |
||||||||||||||||
In.co. S.p.A. | Biella | 4,050,000 | Ermenegildo Zegna N.V. | 100 | 100 | |||||||||||
Lanificio Ermenegildo Zegna e Figli S.p.A. |
Valdilana (BI) | 3,100,000 | Ermenegildo Zegna N.V. | 100 | 90 | |||||||||||
Ezi S.p.A. | Milan | 5,750,000 | Ermenegildo Zegna N.V. | 100 | 100 | |||||||||||
EZ Real Estate S.r.l. (*) |
Valdilana (BI) | 2,000,000 | Ermenegildo Zegna N.V. | — | 100 | |||||||||||
EZ Service S.r.l. | Valdilana (BI) | 500,000 | Ermenegildo Zegna N.V. | 100 | — | |||||||||||
Agnona S.r.l. (**) |
Milan | 200,000 | Ermenegildo Zegna N.V. | — | 100 | |||||||||||
Bonotto S.p.A. | Colceresa (VI) | 1,239,600 | Ermenegildo Zegna N.V. | 60 | 60 | |||||||||||
Cappellificio Cervo S.r.l. | Biella | 300,000 | Ermenegildo Zegna N.V. | 51 | 51 | |||||||||||
Thom Browne Services Italy S.r.l. | Milan | 10,000 | Thom Browne Trading SA | 90 | 85 | |||||||||||
Thom Browne Retail Italy S.r.l. | Milan | 10,000 | Thom Browne Services Italy S.r.l. | 90 | 85 | |||||||||||
Gruppo Dondi S.p.A. | Carpi (MO) | 1,502,800 | Ermenegildo Zegna N.V. | 65 | 65 | |||||||||||
Tessitura Ubertino S.r.l. | Valdilana (BI) | 100,000 | Ermenegildo Zegna N.V. | 60 | — | |||||||||||
Foreign subsidiaries |
||||||||||||||||
Investindustrial Acquisition Corp. (“IIAC”) | Cayman Islands | 4,944,366 | Ermenegildo Zegna N.V. | 100 | — | |||||||||||
Ermenegildo Zegna Giyim Sanayi ve Tic. A. S. | Istanbul (Turkey) | 32,291,439 | Ermenegildo Zegna N.V. | 100 | 100 | |||||||||||
Ermenegildo Zegna H.m.b.H. | Wien (Austria) | 610,000 | Ermenegildo Zegna N.V. | 100 | 100 | |||||||||||
Société de Textiles Astrum France S.à.r.l. | Paris (France) | 500,000 | Ermenegildo Zegna N.V. | 100 | 100 | |||||||||||
Ermenegildo Zegna GmbH | Munich (Germany) | 6,577,421 | Ermenegildo Zegna N.V. | 100 | 100 | |||||||||||
Zegna Japan Co., LTD | Minato-Ku-Tokyo |
100,000,000 | Ermenegildo Zegna N.V. | 100 | 100 | |||||||||||
Fantasia (London) Limited | London (UK) | 7,000,000 | Ermenegildo Zegna N.V. | 100 | 100 | |||||||||||
Ermenegildo Zegna S.A. de C.V. | Ciudad de Mexico (Mexico) | 459,600,000 | Ermenegildo Zegna N.V. | 100 | 100 | |||||||||||
Ezeti Portugal. S.A. | Lisbon (Portugal) | 800,000 | Ermenegildo Zegna N.V. | 100 | 100 | |||||||||||
Ermenegildo Zegna Madrid S.A. | Barcelona (Spain) | 901,500 | Ezeti S.L. | 70 | 70 | |||||||||||
Ezeti S.L. | Barcelona (Spain) | 500,032 | Italco S.A. | 100 | 100 | |||||||||||
Italco S.A. | Sant Quirze (Spain) | 1,911,300 | Ermenegildo Zegna N.V. | 100 | 100 | |||||||||||
Ermenegildo Zegna Czech s.r.o | Prague (Czech Republic) | 1,350,000 | Ermenegildo Zegna N.V. | 100 | — | |||||||||||
Co.Ti. Service S.A. | Stabio (Switzerland) | 27,940,000 | Ermenegildo Zegna N.V. | 100 | 100 | |||||||||||
Consitex S.A. | Stabio (Switzerland) | 15,000,000 | Ermenegildo Zegna N.V. | 100 | 100 | |||||||||||
Ermenegildo Zegna Corporation | New York, NY | 500,000 | Ermenegildo Zegna N.V. | 100 | 100 | |||||||||||
Zegna (China) Enterprise Management Co., Ltd. | Shanghai (China) | 58,309,140 | Ermenegildo Zegna N.V. | 100 | 100 | |||||||||||
Ermenegildo Zegna (China) Co., LTD | Shanghai (China) | 50,000,000 | Ermenegildo Zegna N.V. | 100 | 100 | |||||||||||
Ismaco Amsterdam B. V. | Amsterdam (Netherlands) | 226,890 | Ermenegildo Zegna N.V. | 100 | 100 | |||||||||||
Ermenegildo Zegna Korea LTD (**) |
Seoul (Korea) | 6.876.000.000 | E.Z. Holditalia | — | 100 | |||||||||||
Alan Real Estate S.A.(*) |
Stabio (Switzerland) | 9,200,000 | EZ Real Estate S.r.l. (*) | — | 100 | |||||||||||
Ermenegildo Zegna Far-East Pte LTD | Singapore | 21,776,432 | Consitex S.A. | 100 | 100 | |||||||||||
Ermenegildo Zegna Hong Kong LTD | Hong Kong | 238,240,000 | Ermenegildo Zegna N.V. | 100 | 100 | |||||||||||
E. Zegna Trading Hong Kong LTD Taiwan Branch | Hong Kong | 233,659,800 | Ermenegildo Zegna Hong Kong LTD | 100 | 100 | |||||||||||
Ermenegildo Zegna Canada Inc. | Toronto (Canada) | 700,000 | Consitex S.A. | 100 | 100 | |||||||||||
Ermenegildo Zegna Australia PTY LTD | Sydney (Australia) | 18,000,000 | Ermenegildo Zegna Far-East Pte LTD |
100 | 100 | |||||||||||
E. Z. New Zealand LTD | Auckland (New Zealand) | 3,300,000 | Ermenegildo Zegna N.V. | 100 | 100 | |||||||||||
Ezesa Argentina S.A. | Buenos Aires (Argentina) | 27,246,979 | Ermenegildo Zegna N.V.; Italco S.A. | 100 | 100 | |||||||||||
E. Z. Thai Holding Ltd | Bangkok (Thailand) | 3,000,000 | Ermenegildo Zegna N.V. | 49 | 49 | |||||||||||
The Italian Fashion Co. LTD | Bangkok (Thailand) | 16,000,000 | E. Z. Thai Holding Ltd; Ermenegildo Zegna Far-East Pte LTD |
65 | 65 | |||||||||||
Zegna South Asia Private LTD | Mumbai (India) | 902,316,770 | Ermenegildo Zegna N.V. | 51 | 51 | |||||||||||
ISMACO TEKSTİL LİMİTED ŞİRKETİ | Istanbul (Turkey) | 10,000,000 | Ermenegildo Zegna N.V., Ismaco | 100 | 100 | |||||||||||
Ezesa Brasil Participacoes LTDA | San Paolo (Brazil) | 77,481,487 | Ermenegildo Zegna N.V. | 100 | 100 | |||||||||||
Ermenegildo Zegna (Macau) LTD | Kowloon Bay (Hong Kong) | 4,650,000 | Consitex S.A. | 100 | 100 | |||||||||||
Ermenegildo Zegna Malaysia Sdn. Bhd. | Kuala Lumpur (Malaysia) | 3,000,000 | Ermenegildo Zegna Far-East Pte LTD |
100 | 100 | |||||||||||
Ermenegildo Zegna Maroc S.A.R.L.A.U. | Casablanca (Morocco) | 530,000 | Ermenegildo Zegna N.V. | 100 | 100 |
Company |
Registered office |
Share capital (functional currency) |
Held directly by |
% Group |
||||||||||||
At December 31, |
||||||||||||||||
2021 |
2020 |
|||||||||||||||
61 West 23rd Street LLC (*) |
New York, NY | 12,637,342 | Alan Real Estate S.A. | — | 100 | |||||||||||
Ermenegildo Zegna Vietnam LLC | Hanoi City (Vietnam) | 53,567,900,000 | Ermenegildo Zegna N.V. | 77 | 77 | |||||||||||
Achill Land Pty Ltd. (*) |
Armidale NSW (Australia) | 10,200,000 | Alan Real Estate S.A. | — | 60 | |||||||||||
Zegna Gulf Trading LLC | Dubai (UAE) | 300,000 | Consitex S.A. | 49 | 49 | |||||||||||
EZ US Holding Inc. | Wilmington (U.S.A.) | 1,000,099 | Consitex S.A. | 100 | 100 | |||||||||||
E.Zegna Attica Single Member Société Anonyme | Athens (Greece) | 650,000 | Ermenegildo Zegna N.V. | 100 | 100 | |||||||||||
Thom Browne Inc. | Wilmington (U.S.A.) | 5,510 | Ermenegildo Zegna N.V. | 90 | 85 | |||||||||||
Thom Browne Japan Inc. | Tokyo (Japan) | 1,000,000 | Thom Browne Inc. | 90 | 85 | |||||||||||
Thom Browne Trading SA | Stabio (Switzerland) | 100,000 | Thom Browne Inc. | 90 | 85 | |||||||||||
Thom Browne France Services | Paris (France) | 50,000 | Thom Browne Trading SA | 90 | 85 | |||||||||||
Thom Browne UK Limited | Beckenham (UK) | 1 | Thom Browne Trading SA | 90 | 85 | |||||||||||
Tailoring Luxury Co., Ltd. | Shanghai (China) | 900,000 | Thom Browne Trading SA | 90 | 85 | |||||||||||
Thom Browne (Macau) Limited | Hong Kong | 500,000 | Thom Browne Trading SA | 90 | 85 | |||||||||||
Thom Browne Canada | Vancouver (Canada) | 1 | Thom Browne Trading SA | 90 | 85 | |||||||||||
Thom Browne Hong Kong Limited | Hong Kong | 500,000 | Thom Browne Trading SA | 90 | — | |||||||||||
Investments valued using the equity method of accounting |
||||||||||||||||
Italian associates and joint arrangements |
||||||||||||||||
Pelletteria Tizeta S.r.l. | Sesto Fiorentino (FI) | 206,816 | Ermenegildo Zegna N.V. | 50 | 50 | |||||||||||
Filati Biagioli Modesto S.p.A. | Montale (PT) | 7,900,000 | Ermenegildo Zegna N.V. | 40 | — | |||||||||||
Foreign associates and joint arrangements |
||||||||||||||||
Achill Station Pty Ltd. | Armidale NSW (Australia) | 2,239,127 | Alan Real Estate S.A. | — | 60 | |||||||||||
Tom Ford International LLC | Delaware (U.S.A.) | 82,366,000 | EZ US Holding Inc. | 15 | 15 | |||||||||||
Other investments valued at fair value |
||||||||||||||||
Acquedotto Piancone S.r.l. | Valdilana (BI) | 42,000 | Lanificio Ermenegildo Zegna e Figli S.p.A. | 67 | 67 | |||||||||||
Pettinatura di Verrone S.r.l. | Verrone (BI) | 3,000,000 | Lanificio Ermenegildo Zegna e Figli S.p.A. | 15 | 15 | |||||||||||
Consorzio Turistico Alpi Biellesi (*) |
Valdilana (BI) | 33,750 | EZ Real Estate S.r.l. (*) | — | 44 | |||||||||||
Sharmoon.EZ.Garments Co. Ltd | Wenzhou (China) | 100,000,000 | Ermenegildo Zegna N.V. | 50 | 50 | |||||||||||
F2 S.r.l. | Schio (VI) | 90,000 | Bonotto S.p.A. | 49 | 49 | |||||||||||
Elah Dufour S.p.A. (*) |
Genova (GE) | 26,650,000 | E.Z. Holditalia | — | 10 | |||||||||||
Bea Biella S.r.l. (*) |
Busalla (GE) | 130,000 | EZ Real Estate S.r.l. (*) | — | 22 | |||||||||||
Future 101 Design Private Ltd | New Delhi (India) | 100,000 | E.Z. Holditalia | — | 18 |
(*) |
Disposed of as part of the Disposition, which was completed on November 1, 2021 (See Note 1 - General information, for additional details). |
(**) |
Reclassified as current assets held for sale in 2020 and sold in 2021 (See Note 30 - Assets and liabilities held for sale, for additional details). |
• | On January 14, 2021, the Group sold 70% of its equity stake in Agnona S.r.l. (“Agnona”) to a related party, maintaining an equity stake and a joint control, and as a result Agnona was deconsolidated from the beginning of the year. The Group disposed of the remaining 30% stake in Agnona in two tranches during September and October 2021; |
• | On February 16, 2021 the Group incorporated Ermenegildo Zegna Czech s.r.o., primarily to manage a franchised store in Prague that the Group converted to a DOS; |
• | On June 1, 2021 the Group acquired an additional 5% of Thom Browne, based on the first tranche of the put option, for a total consideration of USD 37,400 thousand (Euro 30,653 thousand), following which the Group owns 90% of the Thom Browne group. As a result, the Group derecognized a portion of the liability for the written put option on non-controlling interests in the amount of Euro 51,328 thousand and recognized a corresponding gain within finance income in the consolidated statement of profit and loss in the amount of Euro 20,675 thousand. Additionally, the equity attributable to non-controlling interests was reduced by Euro 4,037 thousand with an offsetting increase to equity attributable to shareholders of the Parent Company; |
• | On June 4, 2021 the Group acquired 60% of the shares of Tessitura Ubertino S.r.l. (“Tessitura Ubertino”) and began consolidating Tessitura Ubertino. See Note 5 - Business combinations |
• | On July 14, 2021 the Group acquired 40% of the shares of Filati Biagioli Modesto S.p.A. for consideration of Euro 313 thousand; |
• | On July 28, 2021, the Group acquired an additional 10% interest in Lanificio from a related party for a total consideration of Euro 9,600 thousand, following which the Group owns 100% of Lanificio. As a result, the Group recognized a loss for the changes in fair value of Euro 3,523 thousand, and derecognized the liability for the written put option on non-controlling interests in the amount of Euro 9,600 thousand. Additionally, the equity attributable to non-controlling interests was reduced by Euro 4,328 thousand with an offsetting increase to equity attributable to shareholders of the Parent Company; |
• | On September 2, 2021 the Group finalized the purchase of the single purpose company London Blue LLC, which holds a real estate property in London, England (previously 50% owned by the Group), for a total consideration of GBP 37,041 thousand. London Blue LLC was subsequently disposed of as part of the Disposition. |
• |
On September 28, 2021 the Group sold a 17.5 % share of Future101 Design Private Limited, a company incorporated under the laws of India, for a consideration of Euro 1,563 thousand; |
• | On October 1, 2021 EZ Service S.r.l. (“EZ Service”), a limited liability company based in Italy and fully owned by Ermenegildo Zegna Holditalia S.p.A., was incorporated. A branch of Ermenegildo Zegna Holditalia S.p.A. was transferred to EZ Service effective November 1, 2021. EZ Service provides a range of corporate services to both Group subsidiaries and third parties, including, among others, services related to administration, tax, legal, design, marketing, retail management and information technology; |
• | As part of the activities contemplated by the Business Combination, on November 1, 2021, Zegna completed the Disposition (as defined in Note 1 - General information |
• | As part of the activities contemplated by the Business Combination, in December 2021 EZ Cayman, a wholly-owned subsidiary of Zegna that was incorporated in 2021 for the purposes of the Business Combination, was merged with and into IIAC, with IIAC being the surviving entity, as a result of which IIAC became a wholly-owned subsidiary of Zegna. For additional information relating to the Business Combination please see Note 1 - General information . |
Category of Property, Plant and Equipment |
Depreciation rate |
|||
Buildings |
3% - 10 | % | ||
Plants and machinery |
12.5% - 17.5 |
% | ||
Industrial and commercial equipment |
20% - 25 | % | ||
Other tangible assets |
12% - 25 | % |
Category of Intangible assets with a finite useful life |
Depreciation rate |
|||
Concessions, licenses, trademarks and patents |
2.5% - 25 |
% | ||
Software |
10% - 33 |
% | ||
Know how |
20 |
% | ||
Development costs and other intangibles |
10% - 33 |
% |
1. | Financial assets at amortized cost; |
2. | Financial assets at fair value through other comprehensive income, with subsequent recycling of cumulative gains and losses to the statement of profit and loss (“FVOCI”); or |
3. | Financial assets at fair value through profit and loss (“FVPL”). |
a. | there is an economic relationship between the hedged item and the hedging instrument; |
b. | the effect of credit risk does not dominate the value changes that result from that economic relationship; and |
c. | the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the Group actually hedges and the quantity of the hedging instrument that the Group actually uses to hedge that quantity of hedged item. |
a. | hedges of the fair value of recognized assets or liabilities or a firm commitment (fair value hedge). Where a derivative financial instrument is designated as a hedge against the fluctuation in fair value of a recognized asset or liability (fair value hedge), the gain or loss for re-measuring the hedging instrument at fair value is recognized in the statement of profit and loss together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. Consistently, the hedged items are adjusted to consider changes in fair value of the hedged risk. The gain or loss relating to the effective portion of interest rate swaps hedging fixed rate borrowings is recognized in the statement of profit and loss. The gain or loss relating to the ineffective portion is recognized in the statement of profit and loss. Changes in the fair value of the hedged fixed rate borrowings attributable to interest rate risk are recognized in the statement of profit and loss. If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item for which the effective interest rate method is used is amortized to the statement of profit and loss over the period to maturity. |
b. | hedges of a particular risk associated with a recognized asset or liability or a highly probable forecast transaction (cash flow hedge). Where a derivative financial instrument is designated as a hedge of foreign exchange rate or interest rate in relation to future cash flow (cash flow hedge), the effective portion of any gain or loss on the derivative financial instrument is recognized directly in other comprehensive income within equity. The gain or loss associated with an ineffective portion of a hedge is recognized in the statement |
of profit and loss. The cumulative gain or loss is removed from equity and recognized in the statement of profit and loss at the same time in which the hedged transaction affects the statement of profit and loss (as an adjustment to the caption of the statement of profit and loss affected by the hedged cash flows). The gain or loss relating to the effective portion of interest rate swaps hedging variable rate borrowings is recognized in the statement of profit and loss. The gain or loss relating to the effective portion of forward foreign exchange contracts hedging export sales is recognized in the statement of profit and loss within ‘revenues’. However, when the forecast transaction that is hedged results in the recognition of a non-financial asset (for example, inventory) or a non-financial liability, the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset or liability. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognized when the forecast transaction is ultimately recognized in the statement of profit and loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the statement of profit and loss. |
• | the service costs are recognized in the consolidated statement of profit and loss in the personnel cost line item; |
• | the net interest expense on the defined benefit liability is recognized in the consolidated statement of profit and loss within financial expenses; |
• | the remeasurement components of the net obligation, which comprise actuarial gain and losses, are recognized immediately in other comprehensive income. These remeasurement components are not reclassified in the consolidated statement of profit and loss in a subsequent period. |
4. |
Use of estimates |
5. |
Business combinations |
(Euro thousands) |
At acquisition date |
|||
Consideration paid |
5,880 | |||
Contingent consideration |
1,170 | |||
|
|
|||
Total consideration |
7,050 |
|||
|
|
(Euro thousands) |
Fair value at acquisition date |
|||
Cash and cash equivalents |
2,366 | |||
Trade receivables |
1,681 | |||
Inventories |
1,564 | |||
Other current assets |
626 | |||
Property, plant and equipment |
641 | |||
Intangible assets |
4,200 | |||
Account payables |
(1,872 | ) | ||
Other current liabilities |
(712 | ) | ||
Employee benefits |
(272 | ) | ||
Deferred tax liabilities |
(1,172 | ) | ||
|
|
|||
Net identifiable assets acquired |
7,050 |
|||
|
|
|||
Less: Non-controlling interests |
(2,820 |
) | ||
|
|
|||
Goodwill |
2,820 |
|||
|
|
|||
Net assets acquired including goodwill |
7,050 |
|||
|
|
At acquisition date |
||||
Consideration paid |
(5,880 | ) | ||
Cash and cash equivalents acquired |
2,366 | |||
|
|
|||
Net cash outflow - Investing activities |
(3,514 |
) | ||
|
|
6. |
Segment reporting |
1. | Zegna Segment — Includes all activities related to the Zegna Branded Products, Textile and Third Party Brands (previously referred to as Strategic Alliances) product lines. |
2. | Thom Browne Segment — Includes all activities related to the Thom Browne brand. |
(Euro thousands) |
For the year ended December 31, 2021 |
|||||||||||||||
Zegna |
Thom Browne |
Intercompany eliminations |
Group Consolidated |
|||||||||||||
Revenues with third parties |
1,029,005 | 263,397 | — | 1,292,402 | ||||||||||||
Inter-segment revenues |
6,170 | 669 | (6,839 | ) | — | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Revenues |
1,035,175 |
264,066 |
(6,839 |
) |
1,292,402 |
|||||||||||
|
|
|
|
|
|
|
|
|||||||||
Depreciation and amortization |
(137,502 | ) | (17,173 | ) | — | (154,675 | ) | |||||||||
Adjusted EBIT |
111,018 |
38,097 |
— |
149,115 |
||||||||||||
Costs related to the Business Combination (1) |
(205,059 | ) | ||||||||||||||
Costs related to lease agreements (2) |
(15,512 | ) | ||||||||||||||
Severance indemnities and provision for severance expenses |
(8,996 | ) | ||||||||||||||
Impairment of property, plant and equipment and right-of-use (3) |
(8,692 | ) | ||||||||||||||
Other adjustments ( 4 ) |
(4,884 | ) | ||||||||||||||
Financial income |
45,889 | |||||||||||||||
Financial expenses |
(43,823 | ) | ||||||||||||||
Foreign exchange gains/(losses) |
(7,791 | ) | ||||||||||||||
Result from investments accounted for using the equity method |
2,794 | |||||||||||||||
|
|
|||||||||||||||
Loss before taxes |
(96,959 |
) |
(1) |
Costs related to the Business Combination include: |
a) |
Euro 114,963 thousand relating to share-based payments for listing services recognized as the excess of the fair value of Zegna ordinary shares issued as part of the Business Combination and the fair value of IIAC’s identifiable net assets acquired, in accordance with IFRS 2. This amount is recorded within the line item “other operating costs” in the consolidated statement of profit and loss. |
b) |
Euro 37,906 thousand for the issuance of 5,031,250 Zegna ordinary shares to the holders of IIAC class B shares to be held in escrow. The release of these shares from escrow is subject to achievement of certain targets within a seven-year period. This amount is recorded within the line item “other operating costs” in the consolidated statement of profit and loss. |
c) |
Euro 34,092 thousand for transaction costs related to the Business Combination incurred by Zegna, including costs for bank services, legal advisors and other consultancy fees. This amount is recorded within the line item “purchased, outsourced and other costs” in the consolidated statement of profit and loss. |
d) |
Euro 10,916 thousand for the Zegna family’s grant of a Euro 1,500 special gift to each employee of the Zegna group as result of the Company’s listing completed on December 20, 2021. This amount is recorded within the line item “personnel costs” in the consolidated statement of profit and loss. |
e) |
Euro 5,380 thousand relating to grant of performance share units, which each represent the right to receive one Zegna ordinary share, to the Group’s Chief Executive Officer, other Zegna directors, key executives with strategic responsibilities and other employees of the Group, all subject to certain vesting conditions. This amount is recorded within the line item “personnel costs” in the consolidated statement of profit and loss. For additional information please refer to Note 42 - Related party transactions . |
f) |
Euro 1,236 thousand related to the fair value of private warrants issued, pursuant to the Business Combination, to certain Zegna non-executive directors. This amount is recorded within the line item “personnel costs” in the consolidated statement of profit and loss. |
g) |
Euro 566 thousand related to the write-off of non-refundable prepaid premiums for directors’ and officers’ insurance. This amount is recorded within the line item “personnel costs” in the consolidated statement of profit and loss. |
(2) |
Costs related to lease agreements for the year ended December 31, 2021, include (i) €12,192 thousand of provisions relating to a lease agreement in the US following an unfavorable legal claim judgment against the Group (recorded within “write downs and other provisions” in the consolidated statement of profit and loss), (ii) €1,492 thousand of legal expenses related to a lease agreement in Italy (recorded within “other operating costs” in the consolidated statement of profit and loss) and (iii) €1,829 thousand in accrued property taxes related to a lease agreement in the UK (recorded within “write downs and other provisions” in the consolidated statement of profit and loss). Costs related to lease agreements for the year ended December 31, 2020 include €3,000 thousand for legal expenses related to a lease agreement in the UK, incurred in the second half of 2020 (recorded within the line item “write downs and other provisions” in the consolidated statement of profit and loss). |
(3) |
Includes impairment relating to the Group’s DOSs. |
(4) |
Other adjustments for the year ended December 31, 2021 include €6,006 thousand related to losses incurred by Agnona subsequent to the Group’s sale of a majority stake in Agnona in January 2021, for which the Group was required to compensate the company in accordance with the terms of the related sale agreement, as well as €144 thousand relating to the write down of the Group’s remaining 30% stake in Agnona (both of which are recorded within the line item “write downs and other provisions” in the consolidated statement of profit and loss), partially offset by other income of €1,266 thousand relating to the sale of rights to build or develop airspace above a building in the United States (this amount is recorded within the line item “other income” in the consolidated statement of profit and loss). |
(Euro thousands) |
For the year ended December 31, 2020 |
|||||||||||||||
Zegna |
Thom Browne |
Intercompany eliminations |
Group Consolidated |
|||||||||||||
Revenues with third parties |
835,244 | 179,489 | — | 1,014,733 | ||||||||||||
Inter-segment revenues |
8,074 | 305 | (8,379 | ) | — | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Revenues |
843,318 |
179,794 |
(8,379 |
) |
1,014,733 |
|||||||||||
|
|
|
|
|
|
|
|
|||||||||
Depreciation and amortization |
(153,962 | ) | (12,243 | ) | — | (166,205 | ) | |||||||||
Adjusted EBIT |
(8,981 |
) |
28,994 |
— | 20,013 |
|||||||||||
Donations related to the COVID-19 pandemic |
(4,482 | ) | ||||||||||||||
Costs related to lease agreements |
(3,000 | ) | ||||||||||||||
Impairment of property, plant and equipment and right-of-use |
(19,725 | ) | ||||||||||||||
Severance indemnities and provision for severance expenses |
(12,308 | ) | ||||||||||||||
Impairment on held for sale assets |
(3,053 | ) | ||||||||||||||
Financial income |
34,352 | |||||||||||||||
Financial expenses |
(48,072 | ) | ||||||||||||||
Foreign exchange gains/(losses) |
13,455 | |||||||||||||||
Result from investments accounted for using the equity method |
(4,205 | ) | ||||||||||||||
Impairments of investments accounted for using the equity method |
(4,532 | ) | ||||||||||||||
|
|
|||||||||||||||
Loss before taxes |
(31,557 |
) |
(Euro thousands) |
For the year ended December 31, 2019 |
|||||||||||||||
Zegna |
Thom Browne |
Intercompany eliminations |
Group Consolidated |
|||||||||||||
Revenues with third parties |
1,160,731 | 160,596 | — | 1,321,327 | ||||||||||||
Inter-segment revenues |
5,180 | 604 | (5,784 | ) | — | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Revenues |
1,165,911 |
161,200 |
(5,784 |
) |
1,321,327 |
|||||||||||
|
|
|
|
|
|
|
|
|||||||||
Depreciation and amortization |
(160,381 | ) | (7,829 | ) | — | (168,210 | ) | |||||||||
Adjusted EBIT |
91,385 |
15,889 |
— | 107,274 |
||||||||||||
Impairment of property, plant and equipment and right-of-use |
(8,858 | ) | ||||||||||||||
Severance indemnities and provision for severance expenses |
(9,777 | ) | ||||||||||||||
Financial income |
22,061 | |||||||||||||||
Financial expenses |
(37,492 | ) | ||||||||||||||
Foreign exchange gains/(losses) |
(2,441 | ) | ||||||||||||||
Result from investments accounted for using the equity method |
(1,534 | ) | ||||||||||||||
|
|
|||||||||||||||
Profit before taxes |
69,233 |
(Euro thousands) |
At December 31, |
|||||||
2021 |
2020 |
|||||||
EMEA (1) |
273,926 |
355,668 |
||||||
of which Italy |
166,467 | 185,085 |
||||||
North America (2) |
507,379 |
572,384 |
||||||
of which United States |
503,496 | 534,472 |
||||||
Latin America (3) |
4,690 |
5,625 |
||||||
APAC (4) |
143,616 |
121,057 |
||||||
of which Greater China Region |
70,828 | 93,225 |
||||||
of which Japan |
22,387 | 6,219 |
||||||
|
|
|
|
|||||
Total non-current assets (other than financial instruments and deferred tax assets) |
929,611 |
1,054,734 |
(1) |
EMEA includes Europe, the Middle East and Africa. |
(2) |
North America includes the United States of America and Canada. |
(3) |
Latin America includes Mexico, Brazil and other Central and South American countries. |
(4) |
APAC includes the Greater China Region, Japan, South Korea, Thailand, Malaysia, Vietnam, Indonesia, Philippines, Australia, New Zealand, India and other Southeast Asian countries. |
7. |
Revenues |
(Euro thousands) |
For the years ended December 31, |
|||||||||||
2021 |
2020 |
2019 |
||||||||||
Zegna branded products |
847,311 | 636,478 | 919,545 | |||||||||
Thom Browne |
263,397 | 179,490 | 160,595 | |||||||||
Textile |
102,244 | 87,615 | 108,513 | |||||||||
Third Party Brands |
74,957 | 82,273 | 91,720 | |||||||||
Agnona |
1,191 | 12,389 | 17,691 | |||||||||
Other |
3,302 | 16,488 | 23,263 | |||||||||
|
|
|
|
|
|
|||||||
Total revenues |
1,292,402 |
1,014,733 |
1,321,327 |
(Euro thousands) |
For the years ended December 31, |
|||||||||||
2021 |
2020 |
2019 |
||||||||||
Direct to Consumer (DTC) - Zegna branded products |
712,862 | 527,972 | 743,012 | |||||||||
Direct to Consumer (DTC) - Thom Browne branded products |
138,567 | 85,268 | 61,045 | |||||||||
|
|
|
|
|
|
|||||||
Total Direct to Customer (DTC) |
851,429 |
613,240 |
804,057 |
|||||||||
Wholesale Zegna branded products |
134,449 | 108,506 | 176,533 | |||||||||
Wholesale Thom Browne branded products |
124,830 | 94,222 | 99,550 | |||||||||
Wholesale Third Party Brands and Textile |
177,201 | 169,888 | 200,233 | |||||||||
Wholesale Agnona |
1,191 | 12,389 | 17,691 | |||||||||
|
|
|
|
|
|
|||||||
Total Wholesale |
437,671 |
385,005 |
494,007 |
|||||||||
Other |
3,302 |
16,488 |
23,263 |
|||||||||
|
|
|
|
|
|
|||||||
Total revenues |
1,292,402 |
1,014,733 |
1,321,327 |
(Euro thousands) |
For the years ended December 31, |
|||||||||||
2021 |
2020 |
2019 |
||||||||||
EMEA (1) |
380,325 |
315,879 |
431,384 |
|||||||||
of which Italy |
158,722 |
121,202 |
140,676 |
|||||||||
of which UK |
37,682 |
32,985 |
58,012 |
|||||||||
North America (2) |
191,283 |
131,049 |
233,327 |
|||||||||
of which United States |
176,059 |
114,818 |
205,744 |
|||||||||
Latin America (3) |
19,971 |
12,915 |
25,404 |
|||||||||
APAC (4) |
696,344 |
551,650 |
626,059 |
|||||||||
of which Greater China Region |
588,876 |
438,193 |
458,294 |
|||||||||
of which Japan |
55,479 |
61,523 |
90,240 |
|||||||||
Other (5) |
4,479 |
3,240 |
5,153 |
|||||||||
|
|
|
|
|
|
|||||||
Total revenues |
1,292,402 |
1,014,733 |
1,321,327 |
(1) |
EMEA includes Europe, the Middle East and Africa. |
(2) |
North America includes the United States of America and Canada. |
(3) |
Latin America includes Mexico, Brazil and other Central and South American countries. |
(4) |
APAC includes the Greater China Region, Japan, South Korea, Thailand, Malaysia, Vietnam, Indonesia, Philippines, Australia, New Zealand, India and other Southeast Asian countries. |
(5) |
Other revenues mainly include royalties and certain sales of old season products. |
8. |
Other income |
9. |
Cost of raw materials and consumables |
(Euro thousands) |
For the years ended December 31, |
|||||||||||
2021 |
2020 |
2019 |
||||||||||
Raw materials |
(108,442 | ) | (108,130 | ) | (139,965 | ) | ||||||
Finished goods |
(161,731 | ) | (130,006 | ) | (141,512 | ) | ||||||
Consumables |
(12,951 | ) | (10,909 | ) | (14,067 | ) | ||||||
Change in raw materials, consumables and finished goods |
(24,822 | ) | 131 | (9,991 | ) | |||||||
Other |
(1,663 | ) | (1,655 | ) | (4,266 | ) | ||||||
|
|
|
|
|
|
|||||||
Total cost of raw materials and consumables |
(309,609 |
) |
(250,569 |
) |
(309,801 |
) |
10. |
Purchased, outsourced and other costs |
(Euro thousands) |
For the years ended December 31, |
|||||||||||
2021 |
2020 |
2019 |
||||||||||
Consultancy fees and corporate bodies fees |
(75,737 | ) | (33,706 | ) | (38,460 | ) | ||||||
Advertising and marketing expenses |
(57,224 | ) | (47,467 | ) | (60,789 | ) | ||||||
Lease expenses |
(56,345 | ) | (32,755 | ) | (68,248 | ) | ||||||
Outsourcing of production |
(53,402 | ) | (59,411 | ) | (74,829 | ) | ||||||
Freight, insurance and selling expenses |
(49,241 | ) | (55,905 | ) | (67,477 | ) | ||||||
Utilities |
(26,710 | ) | (22,423 | ) | (26,063 | ) | ||||||
Maintenance costs |
(14,610 | ) | (14,993 | ) | (12,672 | ) | ||||||
Royalties |
(4,258 | ) | (5,982 | ) | (4,880 | ) | ||||||
Other services |
(16,102 | ) | (14,284 | ) | (18,279 | ) | ||||||
|
|
|
|
|
|
|||||||
Total purchased, outsourced and other costs |
(353,629 |
) |
(286,926 |
) |
(371,697 |
) |
(Euro thousands) |
For the years ended December 31, |
|||||||||||
2021 |
2020 |
2019 |
||||||||||
Rent reductions |
12,877 |
24,931 |
— |
|||||||||
Variable lease payments |
(63,421 |
) |
(54,665 |
) |
(63,361 |
) | ||||||
Expenses relating to short-term leases |
(5,697 |
) |
(2,260 |
) |
(4,029 |
) | ||||||
Expenses relating to low value leases |
(104 |
) |
(761 |
) |
(858 |
) | ||||||
|
|
|
|
|
|
|||||||
Total lease expenses |
(56,345 |
) |
(32,755 |
) |
(68,248 |
) |
11. |
Personnel costs |
(Euro thousands) |
For the years ended December 31, |
|||||||||||
2021 |
2020 |
2019 |
||||||||||
Wages and salaries |
(271,767 | ) | (209,965 | ) | (250,196 | ) | ||||||
Social contributions, pension plans and indemnities |
(51,725 | ) | (50,750 | ) | (61,156 | ) | ||||||
Share-based payments |
(16,290 | ) | — | — | ||||||||
Severance indemnities |
(8,996 | ) | (12,308 | ) | (9,778 | ) | ||||||
Other long-term benefits |
(8,702 | ) | — | — | ||||||||
Uniforms |
(4,434 | ) | (5,013 | ) | (8,481 | ) | ||||||
Insurances and other benefits |
(2,455 | ) | (3,142 | ) | (1,460 | ) | ||||||
Other payroll expenses |
(3,393 | ) | (1,481 | ) | (873 | ) | ||||||
|
|
|
|
|
|
|||||||
Total personnel costs |
(367,762 |
) |
(282,659 |
) |
(331,944 |
) |
12. |
Depreciation, amortization and impairment of assets |
(Euro thousands) |
For the years ended December 31, |
|||||||||||
2021 |
2020 |
2019 |
||||||||||
Depreciation and amortization |
(154,195 | ) | (166,205 | ) | (168,210 | ) | ||||||
Of which: |
||||||||||||
Right-of-use |
(105,779 |
) |
(108,510 |
) |
(110,166 |
) | ||||||
Property, plant and equipment and investment property |
(37,919 |
) |
(46,280 |
) |
(45,773 |
) | ||||||
Intangible assets with a finite useful life |
(10,497 |
) |
(11,415 |
) |
(12,271 |
) | ||||||
Impairment |
(9,172 |
) |
(19,725 |
) |
(8,858 |
) | ||||||
Of which: |
||||||||||||
Right-of-use |
(6,486 |
) |
(15,716 |
) |
(7,980 |
) | ||||||
Property, plant and equipment |
(2,647 |
) |
(4,011 |
) |
(817 |
) | ||||||
Intangible assets |
(39 |
) |
2 |
(61 |
) | |||||||
|
|
|
|
|
|
|||||||
Total depreciation, amortization and impairment of assets |
(163,367 |
) |
(185,930 |
) |
(177,068 |
) |
(Euro thousands) |
For the years ended December 31, |
|||||||||||
2021 |
2020 |
2019 |
||||||||||
Provision for legal expenses |
(12,257 | ) | (2,484 | ) | 409 | |||||||
Agnona disposal and write downs |
(6,150 | ) | (988 | ) | — | |||||||
Provision for restoration obligations for leased stores |
(349 | ) | (1,992 | ) | (2,331 | ) | ||||||
Reversal/(Loss) allowance on trade receivables |
498 | (3,636 | ) | (727 | ) | |||||||
Other provisions |
(1,229 | ) | 2,922 | 1,632 | ||||||||
|
|
|
|
|
|
|||||||
Total write downs and other provisions |
(19,487 |
) |
(6,178 |
) |
(1,017 |
) |
(Euro thousands) |
For the years ended December 31, |
|||||||||||
2021 |
2020 |
2019 |
||||||||||
Costs related to the Business Combination |
(152,869 | ) | — | — | ||||||||
Bank fees |
(8,939 | ) | (6,665 | ) | (10,046 | ) | ||||||
Travel expenses |
(7,919 | ) | (5,886 | ) | (17,117 | ) | ||||||
Indirect taxes |
(3,327 | ) | (3,541 | ) | (6,459 | ) | ||||||
Gifts, associations and donations |
(2,891 | ) | (10,834 | ) | (12,338 | ) | ||||||
Stationary and other materials |
(1,766 | ) | (1,904 | ) | (1,502 | ) | ||||||
Losses on disposals of assets |
(1,153 | ) | (1,091 | ) | (970 | ) | ||||||
Other operating co s ts |
(1,972 | ) | (478 | ) | (602 | ) | ||||||
|
|
|
|
|
|
|||||||
Total other operating costs |
(180,836 |
) |
(30,399 |
) |
(49,034 |
) |
(Euro thousands) |
For the years ended December 31, |
|||||||||||
2021 |
2020 |
2019 |
||||||||||
Financial income |
||||||||||||
Options - Changes in fair value |
20,675 | 17,743 | — | |||||||||
Fixed-income securities |
17,845 | 10,812 | 11,364 | |||||||||
Hedging operations |
661 | 358 | 843 | |||||||||
Interest on financial other assets |
1,881 | 2,462 | 3,665 | |||||||||
Interest on financial receivables/loans |
583 | 1,391 | 2,494 | |||||||||
Derivative financial instruments |
2,760 | — | 2,986 | |||||||||
Other financial income |
1,484 | 1,586 | 709 | |||||||||
|
|
|
|
|
|
|||||||
Total financial income |
45,889 |
34,352 |
22,061 |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial expenses |
||||||||||||
Options - Changes in fair value |
(13,391 | ) | (15,729 | ) | (4,154 | ) | ||||||
Hedging operations |
(7,044 | ) | (6,716 | ) | (11,386 | ) | ||||||
Interest and financial charges for lease liabilities |
(8,982 | ) | (10,615 | ) | (11,522 | ) | ||||||
Warrants - Changes in fair value |
(4,137 | ) | — | — | ||||||||
Fixed-income securities |
(3,902 | ) | (8,272 | ) | (2,346 | ) | ||||||
Interest on bank loans and overdrafts |
(2,845 | ) | (3,765 | ) | (5,248 | ) | ||||||
Interest expenses on interest rate swaps |
(2,076 | ) | (2,002 | ) | (1,987 | ) | ||||||
Derivative financial instruments |
— | (380 | ) | — | ||||||||
Other financial exp e nses |
(1,446 | ) | (593 | ) | (849 | ) | ||||||
|
|
|
|
|
|
|||||||
Total financial expenses |
(43,823 |
) |
(48,072 |
) |
(37,492 |
) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange (losses)/gains |
(7,791 |
) |
13,455 |
(2,441 |
) |
(Euro thousands) |
For the years ended December 31, |
|||||||||||
2021 |
2020 |
2019 |
||||||||||
Current taxes |
(47,882 |
) |
(24,928 |
) |
(31,557 |
) | ||||||
Deferred taxes |
17,180 |
9,945 |
(12,237 |
) | ||||||||
|
|
|
|
|
|
|||||||
Income taxes |
(30,702 |
) |
(14,983 |
) |
(43,794 |
) |
(Euro thousands) |
For the years ended December 31, |
|||||||||||
2021 |
2020 |
2019 |
||||||||||
(Loss)/Profit before taxes |
(96,959 | ) | (31,557 | ) | 69,233 | |||||||
Theoretical income tax benefit/(expense) - tax rate 24% |
23,270 |
7,574 |
(16,616 |
) | ||||||||
Tax effect on: |
||||||||||||
Non-deductible costs |
(23,863 | ) | (10,353 | ) | (7,349 | ) | ||||||
Patent box impact |
— | 1,497 | 1,545 | |||||||||
Differences between foreign tax rates and the theoretical applicable tax rate and tax holidays |
(2,849 | ) | 20,321 | (3,177 | ) | |||||||
Taxes relating to prior years |
(2,668 | ) | (197 | ) | 192 | |||||||
Deferred tax assets not recognized |
(14,978 | ) | (25,727 | ) | (9,386 | ) | ||||||
Withholding tax on earnings |
(9,027 | ) | (6,221 | ) | (5,366 | ) | ||||||
Other tax items |
449 | (727 | ) | (1,482 | ) | |||||||
|
|
|
|
|
|
|||||||
Total tax expense, excluding IRAP |
(29,666 |
) |
(13,833 |
) |
(41,639 |
) | ||||||
Effective tax rate, excluding IRAP |
(30.6 | )% | (43.8 | )% | 60.1 | % | ||||||
Italian regional income tax expense (IRAP) |
(1,036 | ) | (1,150 | ) | (2,155 | ) | ||||||
|
|
|
|
|
|
|||||||
Total income tax |
(30,702 |
) |
(14,983 |
) |
(43,794 |
) |
(Euro thousands) |
At December 31, 2020 |
Recognized in profit and loss |
Recognized in comprehensive income |
Exchange differences and other |
Disposition |
At December 31, 2021 |
||||||||||||||||||
Deferred tax assets arising on: |
||||||||||||||||||||||||
Employee benefits |
3,900 | 626 | — | 142 | (3 | ) | 4,665 | |||||||||||||||||
Property plant and equipment |
10,124 | 1,245 | — | — | (262 | ) | 11,107 | |||||||||||||||||
Right-of-use |
2,289 | 121 | — | 175 | — | 2,585 | ||||||||||||||||||
Intangible assets |
3,297 | (51 | ) | — | — | — | 3,246 | |||||||||||||||||
Provision for obsolete inventory |
33,793 | 6,082 | — | 2,897 | — | 42,772 | ||||||||||||||||||
Tax provisions |
4,114 | (1,360 | ) | — | 97 | — | 2,851 | |||||||||||||||||
Financial assets |
1,477 | 56 | — | — | — | 1,533 | ||||||||||||||||||
Tax losses |
9,794 | 26,972 | — | — | — | 36,766 | ||||||||||||||||||
Other |
3,113 | (428 | ) | — | — | — | 2,685 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total deferred tax assets |
71,901 |
33,263 |
— |
3,311 |
(265 |
) |
108,210 |
|||||||||||||||||
Deferred tax liabilities arising on: |
||||||||||||||||||||||||
Property plant and equipment |
23,391 | 9,288 | — | 1,844 | (34,523 | ) | — | |||||||||||||||||
Right-of-use |
1,195 | 183 | — | (1,359 | ) | 19 | ||||||||||||||||||
Intangible assets |
40,039 | 4,246 | — | 1,135 | — | 45,420 | ||||||||||||||||||
Financial assets fair value |
1,776 | 683 | 2 | — | — | 2,461 | ||||||||||||||||||
Other |
4,327 | 1,683 | (66 | ) | — | — | 5,944 | |||||||||||||||||
Total deferred tax liabilities |
70,728 |
16,083 |
(64 |
) |
2,979 |
(35,882 |
) |
53,844 |
(Euro thousands) |
At December 31, 2019 |
Recognized in profit and loss |
Recognized in comprehensive income |
Exchange differences and other |
At December 31, 2020 |
|||||||||||||||
Deferred tax assets arising on: |
||||||||||||||||||||
Employee benefits |
5,104 | (1,169 | ) | (61 | ) | 26 | 3,900 | |||||||||||||
Property plant and equipment |
2,514 | 7,773 | — | (163 | ) | 10,124 | ||||||||||||||
right-of-use |
1,944 | 394 | — | (49 | ) | 2,289 | ||||||||||||||
Intangible assets |
1,811 | 1,486 | — | — | 3,297 | |||||||||||||||
Provision for obsolete inventory |
26,579 | 7,073 | — | 141 | 33,793 | |||||||||||||||
Tax provisions |
1,384 | 2,730 | — | — | 4,114 | |||||||||||||||
Financial assets |
1,448 | 29 | — | — | 1,477 | |||||||||||||||
Tax losses |
9,750 | 893 | — | (849 | ) | 9,794 | ||||||||||||||
Other |
9,077 | (7,678 | ) | — | 1,714 | 3,113 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total deferred tax assets |
59,611 |
11,531 |
(61 |
) |
820 |
71,901 |
||||||||||||||
Deferred tax liabilities arising on: |
||||||||||||||||||||
Property plant and equipment |
25,233 | (3,535 | ) | — | 1,693 | 23,391 | ||||||||||||||
Right-of-use |
1,008 | 187 | — | — | 1,195 | |||||||||||||||
Intangible assets |
44,495 | (1,063 | ) | — | (3,393 | ) | 40,039 | |||||||||||||
Financial assets fair value |
2,173 | (397 | ) | — | — | 1,776 | ||||||||||||||
Other |
3,243 | 6,394 | — | (5,310 | ) | 4,327 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total deferred tax liabilities |
76,152 |
1,586 |
— |
(7,010 |
) |
70,728 |
(Euro thousands) |
At December 31, |
|||||||
2021 |
2020 |
|||||||
Expiry within 1 year |
4,587 | 5,320 | ||||||
Expiry 1-5 years |
33,108 | 37,855 | ||||||
Expiry over 5 years |
73,856 | 61,406 | ||||||
No expiration |
188,922 | 119,733 | ||||||
|
|
|
|
|||||
Total tax losses carried forward |
300,473 |
224,314 |
17. |
Earnings per share |
(Euro thousands) |
For the years ended December 31, |
|||||||||||
2021 |
2020 |
2019 |
||||||||||
(Loss)/Profit for the year attributable to shareholders of the Parent Company |
(136,001 |
) |
(50,577 |
) |
21,749 |
|||||||
Weighted average number of shares for basic earnings per share |
203,499,933 | 201,489,100 | 201,561,100 | |||||||||
Weighted average number of shares for diluted earnings per share |
203,499,933 | 201,489,100 | 201,561,100 | |||||||||
|
|
|
|
|
|
|||||||
Basic earnings per share in Euro |
(0.67 |
) |
(0.25 |
) |
0.11 |
|||||||
Diluted earnings per share in Euro |
(0.67 |
) |
(0.25 |
) |
0.11 |
(Euro thousands) |
Goodwill |
Brands with an indefinite useful life |
Concessions, licenses, trademarks and patents |
Other intangible assets |
Intangible assets in progress |
Total |
||||||||||||||||||
Historical cost at January 1, 2020 |
226,062 |
160,164 |
45,928 |
119,096 |
296 |
551,546 |
||||||||||||||||||
Additions |
— | — | 1,658 | 7,398 | 2,468 | 11,524 | ||||||||||||||||||
Disposals |
— | — | — | (4,319 | ) | — | (4,319 | ) | ||||||||||||||||
Exchange differences |
(17,181 | ) | (13,531 | ) | (327 | ) | (1,666 | ) | — | (32,705 | ) | |||||||||||||
Reclassifications to assets held for sale |
— | — | (629 | ) | (1,889 | ) | — | (2,518 | ) | |||||||||||||||
Other movements and reclassifications |
— | — | 185 | 33 | (218 | ) | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2020 |
208,881 |
146,633 |
46,815 |
118,653 |
2,546 |
523,528 |
||||||||||||||||||
Additions |
— | — | 2,895 | 10,712 | 4,508 | 18,115 | ||||||||||||||||||
Disposals |
— | — | (6,572 | ) | (6,556 | ) | (19 | ) | (13,147 | ) | ||||||||||||||
Exchange differences |
15,529 | 12,231 | 476 | 1,715 | 61 | 30,012 | ||||||||||||||||||
Business combinations |
2,820 | — | — | 4,200 | — | 7,020 | ||||||||||||||||||
Disposition |
— | — | (18 | ) | (2,656 | ) | (915 | ) | (3,589 | ) | ||||||||||||||
Other movements and reclassifications |
— | — | 1,407 | 593 | (2,000 | ) | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2021 |
227,230 |
158,864 |
45,003 |
126,661 |
4,181 |
561,939 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated amortization at January 1, 2020 |
— |
— |
(37,719 |
) |
(93,845 |
) |
— |
(131,564 |
) | |||||||||||||||
Amortization |
— | — | (1,863 | ) | (9,552 | ) | — | (11,415 | ) | |||||||||||||||
Disposals |
— | — | — | 4,316 | — | 4,316 | ||||||||||||||||||
Exchange differences |
— | — | 20 | 1,100 | — | 1,120 | ||||||||||||||||||
Reclassifications to assets held for sale |
— | — | 384 | 1,478 | — | 1,862 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2020 |
— |
— |
(39,178 |
) |
(96,503 |
) |
— |
(135,681 |
) | |||||||||||||||
Amortization |
— | — | (2,045 | ) | (8,452 | ) | — | (10,497 | ) | |||||||||||||||
Disposals |
— | — | 2,314 | 7,547 | — | 9,861 | ||||||||||||||||||
Impairment |
— | — | (3 | ) | (36 | ) | — | (39 | ) | |||||||||||||||
Exchange differences |
— | — | (228 | ) | (1,346 | ) | — | (1,574 | ) | |||||||||||||||
Disposition |
— | — | 8 | 1,203 | — | 1,211 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2021 |
— |
— |
(39,132 |
) |
(97,587 |
) |
— |
(136,719 |
) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount at: |
||||||||||||||||||||||||
January 1, 2020 |
226,062 |
160,164 |
8,209 |
25,251 |
296 |
419,982 |
||||||||||||||||||
December 31, 2020 |
208,881 |
146,633 |
7,637 |
22,150 |
2,546 |
387,847 |
||||||||||||||||||
December 31, 2021 |
227,230 |
158,864 |
5,871 |
29,074 |
4,181 |
425,220 |
(Euro thousands) |
At December 31, |
|||||||
2021 |
2020 |
|||||||
Zegna |
25,568 | 22,748 | ||||||
Thom Browne |
201,662 | 186,133 | ||||||
|
|
|
|
|||||
Total goodwill |
227,230 |
208,881 |
• | Terminal value: determined using the perpetuity method at a long-term growth rate which represents the present value, at the last year of projection, of all expected future cash flows, and the growth rate used to calculate the terminal value was 1.5% for Zegna Segment and 2% for Thom Browne Segment, which has been determined according to the diverging inflation and GDP outlook in related geographical areas; |
• | Discount rate: the rate used to discount cash flows was calculated using the weighted average cost of capital (WACC). For the year ended December 31, 2021, the WACC used for discounting purposes ranged between 6.40% and 10.65% (between 6.02% and 17.45% at December 31, 2020). The WACC was calculated ad hoc for each CGU subject to impairment, considering the parameters specific to the geographical area: market risk premium and sovereign bond yield; |
• | EBITDA: See table below for the EBITDA CAGR assumptions utilized to calculate the expected future cash flows. |
• | Discount rates |
• | Growth rates used to extrapolate cash flows beyond the forecast period |
• | EBITDA CAGR rate |
(Euro millions) |
Existing assumption |
Sensitivity effects on headroom |
||||||||||||||||||||||||||
Headroom |
Discount rate (bps) |
Growth rate (bps) |
EBITDA CAGR (%) vs. 2021 |
WACC +/-100 bps |
Growth rate +/- 50 bps |
EBITDA +/-500 bps |
||||||||||||||||||||||
Thom Browne Group |
327 | 773 | 200 | +15.3 | % | / | / | / 6 | ||||||||||||||||||||
Gruppo Dondi S.p.A. |
62 | 640 | 150 | +18.6 | % | / | / | / | ||||||||||||||||||||
Bonotto S.p.A. |
5 | 640 | 150 | +65.8 | % | / | / | / | ||||||||||||||||||||
In.Co. S.p.A. |
78 | 640 | 150 | +57.6 | % | / | / | / | ||||||||||||||||||||
Tessitura Ubertino S.r.l. |
24 | 640 | 150 | +21.4 | % | / | / | / |
(Euro thousands) |
Land and buildings |
Plant and machinery |
Industrial and commercial equipment |
Leasehold improvements |
Other tangible assets |
Tangible assets under construction and advances |
Total |
|||||||||||||||||||||
Historical cost at January 1, 2020 |
183,836 |
188,869 |
158,374 |
236,071 |
10,947 |
6,640 |
784,737 |
|||||||||||||||||||||
Additions |
1,834 | 4,115 | 6,537 | 7,316 | 1,075 | 6,753 | 27,630 | |||||||||||||||||||||
Disposals |
— | (682 | ) | (8,751 | ) | (23,513 | ) | (1,951 | ) | — | (34,897 | ) | ||||||||||||||||
Exchange differences |
(59 | ) | (40 | ) | (6,798 | ) | (9,775 | ) | (132 | ) | (61 | ) | (16,865 | ) | ||||||||||||||
Reclassifications to assets held for sale |
— | (351 | ) | (3,102 | ) | (3,457 | ) | (452 | ) | (2 | ) | (7,364 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2020 |
185,611 |
191,911 |
146,260 |
206,642 |
9,487 |
13,330 |
753,241 |
|||||||||||||||||||||
Additions |
51,296 | 4,571 | 10,252 | 24,506 | 360 | 5,221 | 96,206 | |||||||||||||||||||||
Disposals |
(720 | ) | (2,150 | ) | (12,630 | ) | (21,812 | ) | (403 | ) | (512 | ) | (38,227 | ) | ||||||||||||||
Exchange differences |
4,483 | 222 | 4,756 | 14,516 | 51 | 650 | 24,678 | |||||||||||||||||||||
Disposition |
(232,705 | ) | (30,448 | ) | (4,384 | ) | (34 | ) | (860 | ) | (9,159 | ) | (277,590 | ) | ||||||||||||||
Business combinations |
245 | 315 | 6 | — | 75 | — | 641 | |||||||||||||||||||||
Reclassifications |
327 | 118 | 571 | 5,086 | — | (6,102 | ) | — | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2021 |
8,537 |
164,539 |
144,831 |
228,904 |
8,710 |
3,428 |
558,949 |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation at January 1, 2020 |
(60,621 |
) |
(153,057 |
) |
(119,368 |
) |
(168,276 |
) |
(7,776 |
) |
— |
(509,098 |
) | |||||||||||||||
Depreciation |
(2,353 | ) | (9,166 | ) | (13,977 | ) | (19,346 | ) | (636 | ) | — | (45,478 | ) | |||||||||||||||
Impairment |
— | 23 | (342 | ) | (3,153 | ) | (539 | ) | — | (4,011 | ) | |||||||||||||||||
Disposals |
— | 682 | 8,448 | 22,943 | 1,160 | — | 33,233 | |||||||||||||||||||||
Exchange differences |
(103 | ) | (25 | ) | 4,579 | 6,170 | 56 | — | 10,677 | |||||||||||||||||||
Reclassifications to assets held for sale |
— | 245 | 2,011 | 2,864 | 443 | — | 5,563 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2020 |
(63,077 |
) |
(161,298 |
) |
(118,649 |
) |
(158,798 |
) |
(7,292 |
) |
— |
(509,114 |
) | |||||||||||||||
Depreciation |
(478 | ) | (7,827 | ) | (11,693 | ) | (16,490 | ) | (1,167 | ) | — | (37,655 | ) | |||||||||||||||
Disposals |
— | 2,164 | 11,522 | 19,305 | 292 | — | 33,283 | |||||||||||||||||||||
Impairment |
— | (84 | ) | (595 | ) | (1,488 | ) | — | (480 | ) | (2,647 | ) | ||||||||||||||||
Exchange differences |
(1,816 | ) | (267 | ) | (6,066 | ) | (12,362 | ) | (13 | ) | — | (20,524 | ) | |||||||||||||||
Disposition |
61,473 | 24,798 | 2,307 | 7 | 597 | — | 89,182 | |||||||||||||||||||||
Reclassifications |
163 | 45 | 2,575 | (3,525 | ) | 742 | — | — | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance at December 31, 2021 |
(3,735 |
) |
(142,469 |
) |
(120,599 |
) |
(173,351 |
) |
(6,841 |
) |
(480 |
) |
(447,475 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount at: |
||||||||||||||||||||||||||||
January 1, 2020 |
123,215 |
35,812 |
39,006 |
67,795 |
3,171 |
6,640 |
275,639 |
|||||||||||||||||||||
December 31, 2020 |
122,534 |
30,613 |
27,611 |
47,844 |
2,195 |
13,330 |
244,127 |
|||||||||||||||||||||
December 31, 2021 |
4,802 |
22,070 |
24,232 |
55,553 |
1,869 |
2,948 |
111,474 |
• | Discount rates |
• | Growth rates used to extrapolate cash flows beyond the forecast period |
• | Revenue compounded annual rate of growth (“CAGR”), which has been assessed taking into consideration the effects of the COVID-19 pandemic on the 2021 performance of the Group. |
• | Discount rates |
• | Growth rates used to extrapolate cash flows beyond the forecast period |
• | EBITDA growth rate over the explicit period of the business plan |
(Euro millions) |
Existing assumption |
Sensitivity effects on headroom |
||||||||||||||||||||||||||
Headroom |
Discount rate (bps) |
Growth rate (bps) |
EBITDA CAGR (%) vs 2021 |
WACC +/-100 bps |
Growth rate +/- 50 bps |
EBITDA +/-500 bps |
||||||||||||||||||||||
CGU Zegna Segment |
1,277 | 9 | 0 | +13.2 | % | / | / |
/ |
||||||||||||||||||||
CGU Thom Browne |
325 | 3 | 0 | +15.3 | % | / |
/ |
/ |
(Euro thousands) |
Land and buildings |
Industrial and commercial equipment |
Plant and machinery |
Other tangible assets |
Total |
|||||||||||||||
Historical cost at January 1, 2020 |
665,738 |
616 |
326 |
6,396 |
673,076 |
|||||||||||||||
Additions |
52,051 | 96 | — | 1,637 | 53,784 | |||||||||||||||
Disposals |
(48,392 | ) | (7 | ) | — | (1,446 | ) | (49,845 | ) | |||||||||||
Exchange differences |
(32,985 | ) | — | — | (32 | ) | (33,017 | ) | ||||||||||||
Reclassifications to assets held for sale |
(80 | ) | — | — | (156 | ) | (236 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2020 |
636,332 |
705 |
326 |
6,399 |
643,762 |
|||||||||||||||
Additions |
147,372 | 18 | 909 | 148,299 | ||||||||||||||||
Disposals |
(86,612 | ) | (151 | ) | (158 | ) | (1,381 | ) | (88,302 | ) | ||||||||||
Exchange differences |
37,071 | — | — | (143 | ) | 36,928 | ||||||||||||||
Disposition |
(18,838 | ) | — | — | — | (18,838 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2021 |
715,325 |
572 |
168 |
5,784 |
721,849 |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated amortization at January 1, 2020 |
(210,713 |
) |
(278 |
) |
(40 |
) |
(2,704 |
) |
(213,735 |
) | ||||||||||
Amortization |
(106,340 | ) | (166 | ) | (122 | ) | (1,882 | ) | (108,510 | ) | ||||||||||
Impairments |
(15,716 | ) | — | — | — | (15,716 | ) | |||||||||||||
Disposals |
36,925 | 7 | — | 1,431 | 38,363 | |||||||||||||||
Exchange differences |
7,309 | — | — | 20 | 7,329 | |||||||||||||||
Reclassifications to assets held for sale |
80 | — | — | 73 | 153 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2020 |
(288,455 |
) |
(437 |
) |
(162 |
) |
(3,062 |
) |
(292,116 |
) | ||||||||||
Amortization |
(103,908 | ) | (132 | ) | (73 | ) | (1,666 | ) | (105,779 | ) | ||||||||||
Impairments |
(6,486 | ) | — | — | — | (6,486 | ) | |||||||||||||
Disposals |
73,546 | 151 | 155 | 1,295 | 75,147 | |||||||||||||||
Exchange differences |
(21,123 | ) | (31 | ) | (1 | ) | (13 | ) | (21,168 | ) | ||||||||||
Disposition |
2,233 | — | — | — | 2,233 | |||||||||||||||
Reclassifications and other |
(3,210 | ) | — | — | — | (3,210 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2021 |
(347,403 |
) |
(449 |
) |
(81 |
) |
(3,446 |
) |
(351,379 |
) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount at: |
||||||||||||||||||||
January 1, 2020 |
455,025 |
338 |
286 |
3,692 |
459,341 |
|||||||||||||||
December 31, 2020 |
347,877 |
268 |
164 |
3,337 |
351,646 |
|||||||||||||||
December 31, 2021 |
367,922 |
123 |
87 |
2,338 |
370,470 |
(Euro thousands) |
Pelletteria Tizeta S.r.l. |
Tom Ford International LLC |
Achill Station Pty Ltd |
Filati Biagioli Modesto S.p.A. |
Total investments at equity method |
|||||||||||||||
At January 1, 2019 |
2,651 |
27,255 |
— | — | 29,906 |
|||||||||||||||
Net income /(loss) |
368 | (1,902 | ) | — | — | (1,534 | ) | |||||||||||||
Dividends |
(225 | ) | — | — | — | (225 | ) | |||||||||||||
Translation differences |
— | (353 | ) | — | — | (353 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2019 |
2,794 |
25,000 |
— |
— | 27,794 |
|||||||||||||||
Additions |
2 | — | 530 | — | 532 | |||||||||||||||
Impairment |
— | (4,532 | ) | — | — | (4,532 | ) | |||||||||||||
Net income /(loss) |
92 | (4,232 | ) | (65 | ) | — | (4,205 | ) | ||||||||||||
Dividends |
— | — | — | — | — | |||||||||||||||
Translation differences |
— | 1,764 | 7 | — | 1,771 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2020 |
2,888 |
18,000 |
472 |
— | 21,360 |
|||||||||||||||
Additions |
— | — | — | 313 | 313 | |||||||||||||||
Disposition |
— | — | (472 | ) | — | (472 | ) | |||||||||||||
Net income /(loss) |
528 | 1,893 | — | 373 | 2,794 | |||||||||||||||
Translation differences |
— | (1,548 | ) | — | — | (1,548 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2021 |
3,416 |
18,345 |
— |
686 |
22,447 |
(Euro thousands) |
Pelletteria Tizeta S.r.l. |
Tom Ford |
Filati Biagioli Modesto S.p.A. |
|||||||||
Total assets |
29,311 | 318,667 | 37,707 | |||||||||
Total liabilities |
22,340 | 444,006 | 35,992 | |||||||||
Total equity |
6,971 | (125,339 | ) | 1,715 | ||||||||
Net revenues |
28,329 | 221,480 | 30,766 | |||||||||
Net income/(loss) |
1,055 | 12,620 | (333 | ) |
(Euro thousands) |
||||
Historical cost at December 31, 2019 |
58,184 |
|||
Exchange differences |
(4,917 | ) | ||
|
|
|||
Balance at December 31, 2020 |
53,267 |
|||
Additions |
— | |||
Exchange differences |
4,445 | |||
Disposition |
(57,712 | ) | ||
|
|
|||
Balance at December 31, 2021 |
— |
|||
|
|
|
|
|
Accumulated depreciation at December 31, 2019 |
(3,022 |
) | ||
Depreciation |
(802 | ) | ||
Exchange differences |
311 | |||
|
|
|||
Balance at December 31, 2020 |
(3,513 |
) | ||
Depreciation |
(264 | ) | ||
Exchange differences |
(305 | ) | ||
Disposition |
4,082 | |||
|
|
|||
Balance at December 31, 2021 |
— |
|||
|
|
|
|
|
Carrying amount at: |
||||
December 31, 2019 |
55,162 |
|||
December 31, 2020 |
49,754 |
|||
December 31, 2021 |
— |
(Euro thousands) |
At December 31, |
|||||||
2021 |
2020 |
|||||||
Guarantee deposits |
29,399 | 27,379 | ||||||
Investment held in Elah Dufour S.p.A. |
— | 17,119 | ||||||
Financial loans to related parties |
2,219 | — | ||||||
Financial loans to Tom Ford |
1,497 | 1,198 | ||||||
Other |
2,257 | 3,567 | ||||||
|
|
|
|
|||||
Total other non-current financial assets |
35,372 |
49,263 |
(Euro thousands) |
At December 31, |
|||||||
2021 |
2020 |
|||||||
Raw materials, ancillary materials and consumables |
42,255 | 38,127 | ||||||
Work-in-progress |
50,703 | 42,466 | ||||||
Finished goods |
245,517 | 240,878 | ||||||
|
|
|
|
|||||
Total inventories |
338,475 |
321,471 |
(Euro thousands) |
At December 31, |
|||||||
2021 |
2020 |
|||||||
Trade receivables |
167,003 | 147,546 | ||||||
Loss allowance |
(6,643 | ) | (8,717 | ) | ||||
|
|
|
|
|||||
Total trade receivables |
160,360 |
138,829 |
(Euro thousands) |
Loss allowance |
|||
At January 1, 2020 |
(5,635 |
) | ||
Provisions |
(3,636 | ) | ||
Utilizations |
96 | |||
Exchange differences and other |
458 | |||
|
|
|||
At December 31, 2020 |
(8,717 |
) | ||
Provisions |
(496 | ) | ||
Utilizations |
71 | |||
Releases |
923 | |||
Disposition |
207 | |||
Exchange differences and other |
1,369 | |||
|
|
|||
At December 31, 2021 |
(6,643 |
) |
(Euro thousands) |
For the years ended December 31, |
|||||||
2021 |
2020 |
|||||||
EMEA (1) |
62,412 |
51,102 |
||||||
of which Italy |
32,089 |
28,847 |
||||||
North America (2) |
18,061 |
28,940 |
||||||
of which United States |
16,883 |
27,329 |
||||||
Latin America (3) |
4,437 |
1,436 |
||||||
APAC (4) |
75,450 |
57,351 |
||||||
of which Greater China Region |
54,978 |
42,830 |
||||||
|
|
|
|
|||||
Total trade receivables |
160,360 |
138,829 |
(1) |
EMEA includes Europe, the Middle East and Africa. |
(2) |
North America includes the United States of America and Canada. |
(3) |
Latin America includes Mexico, Brazil and other Central and South American countries. |
(4) |
APAC includes the Greater China Region, Japan, South Korea, Thailand, Malaysia, Vietnam, Indonesia, Philippines, Australia, New Zealand, India and other Southeast Asian countries. |
(Euro thousands) |
At December 31, 2021 |
At December 31, 2020 |
||||||||||||||||||||||
Notional Amount |
Positive Fair Value |
Negative Fair Value |
Notional Amount |
Positive Fair Value |
Negative Fair Value |
|||||||||||||||||||
Foreign currency exchange risk |
||||||||||||||||||||||||
Forward contracts |
550,734 | 1,786 | (11,726 | ) | 347,679 | 11,848 | (4,918 | ) | ||||||||||||||||
Deal-Contingent Option |
109,244 | — | — | — | — | — | ||||||||||||||||||
Interest rate risk |
||||||||||||||||||||||||
Interest rate swaps |
323,816 | — | (2,412 | ) | 274,336 | — | (5,515 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total derivatives – Hedging |
983,794 |
1,786 |
(14,138 |
) |
622,015 |
11,848 |
(10,433 |
) | ||||||||||||||||
Elah Dufour Option |
— | — | — | — | — | (2,759 | ) | |||||||||||||||||
Total trading derivatives |
— |
— |
— |
— |
— |
(2,759 |
) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total derivatives instruments - Asset/(Liabilities) |
983,794 |
1,786 |
(14,138 |
) |
622,015 |
11,848 |
(13,192 |
) |
(Euro thousands) | For the years ended December 31, |
|||||||
2021 |
2020 |
|||||||
USD |
194,097 | 144,569 | ||||||
CHF |
4,792 | 24,810 | ||||||
CNY |
191,936 | 20,318 | ||||||
GBP |
25,012 | 19,226 | ||||||
HKD |
46,883 | 12,613 | ||||||
JPY |
51,075 | 52,407 | ||||||
Other |
36,939 | 73,736 | ||||||
|
|
|
|
|||||
Total notional amount |
550,734 |
347,679 |
(Euro thousands, except percentages) |
Notional amount at December 31, |
Fair value at December 31, |
||||||||||||||||||||||
Contract |
Maturity date |
Fixed interest rate |
2021 |
2020 |
2021 |
2020 |
||||||||||||||||||
IRS 1 |
2/17/2021 | 0.47 | % | — | 80,000 | — | (1,031 | ) | ||||||||||||||||
IRS 2 |
1/27/2023 | 0.27 | % | 20,000 | 20,000 | (192 | ) | (366 | ) | |||||||||||||||
IRS 3 |
2/8/2023 | 0.17 | % | 20,000 | 20,000 | (144 | ) | (309 | ) | |||||||||||||||
IRS 4 |
4/27/2023 | 0.26 | % | 50,000 | 50,000 | (523 | ) | (988 | ) | |||||||||||||||
IRS 5 |
8/3/2023 | 0.28 | % | 40,000 | 40,000 | (483 | ) | (898 | ) | |||||||||||||||
IRS 6 |
11/17/2023 | 0.34 | % | 60,000 | 60,000 | (801 | ) | (1,549 | ) | |||||||||||||||
IRS 7 |
4/15/2024 | (0.24 | %) | 80,000 | — | (109 | ) | — | ||||||||||||||||
IRS 8 |
12/20/2024 | 0.01 | % | 50,000 | — | 72 | — | |||||||||||||||||
IRS 9 |
7/29/2027 | 0.80 | % | 1,996 | 2,334 | (57 | ) | (108 | ) | |||||||||||||||
IRS 10 |
12/18/2031 | 1.94 | % | 1,820 | 2,002 | (175 | ) | (266 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
323,816 |
274,336 |
(2,412 |
) |
(5,515 |
) |
(Euro thousands) |
At December 31, |
|||||||
2021 |
2020 |
|||||||
Securities |
334,244 | 350,163 | ||||||
Guarantee deposits and others |
6,136 | — | ||||||
|
|
|
|
|||||
Total other current financial assets |
340,380 |
350,163 |
At December 31, 2020 |
Investments |
Disposals |
Fair value adjustments |
Realized gains/(losses) |
Exchange rate gains/(losses) |
At December 31, 2021 |
||||||||||||||||||||||
(Euro thousands) | ||||||||||||||||||||||||||||
FVPL |
||||||||||||||||||||||||||||
Insurance contracts |
107,188 | 6,232 | — | 499 | — | — | 113,919 | |||||||||||||||||||||
Fixed income |
88,011 | 24,756 | (44,713 | ) | 1,271 | (380 | ) | 2 | 68,947 | |||||||||||||||||||
Hedge funds |
36,511 | 10,396 | (7,861 | ) | 1,153 | 572 | 712 | 41,483 | ||||||||||||||||||||
Real estate funds |
29,073 | 3,826 | (2,060 | ) | 1,316 | 109 | 634 | 32,898 | ||||||||||||||||||||
Equity |
24,843 | 8,327 | (10,236 | ) | 1,224 | 1,011 | 239 | 25,408 | ||||||||||||||||||||
Private equity |
10,583 | 4,505 | (3,036 | ) | 3,486 | — | 387 | 15,925 | ||||||||||||||||||||
Private debt |
6,894 | 401 | — | 650 | — | — | 7,945 | |||||||||||||||||||||
Money market funds |
19,223 | 11,479 | (30,978 | ) | 20 | 279 | 1,984 | 2,007 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total FVPL |
322,326 |
69,922 |
(98,884 |
) |
9,619 |
1,591 |
3,958 |
308,532 |
||||||||||||||||||||
FVOCI |
||||||||||||||||||||||||||||
Floating income |
22,663 | — | (2,284 | ) | 252 | 56 | — | 20,687 | ||||||||||||||||||||
Fixed income |
5,174 | — | (416 | ) | 267 | — | — | 5,025 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total FVOCI |
27,837 |
— |
(2,700 |
) |
519 |
56 |
— |
25,712 |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total securities |
350,163 |
69,922 |
(101,584 |
) |
10,138 |
1,647 |
3,958 |
334,244 |
At December 31, 2019 |
Investments |
Disposals |
Fair value adjustments |
Realized gains/(losses) |
Exchange rate gains/(losses) |
At December 31, 2020 |
||||||||||||||||||||||
(Euro thousands) | ||||||||||||||||||||||||||||
FVPL |
||||||||||||||||||||||||||||
Insurance contracts |
176,575 | 7,500 | (78,897 | ) | 1,984 | 26 | — | 107,188 | ||||||||||||||||||||
Fixed income |
122,070 | 38,580 | (72,752 | ) | 920 | (798 | ) | (9 | ) | 88,011 | ||||||||||||||||||
Hedge funds |
50,471 | 20,198 | (35,408 | ) | 420 | 1,299 | (469 | ) | 36,511 | |||||||||||||||||||
Real estate funds |
24,807 | 21,023 | (15,788 | ) | (884 | ) | 604 | (689 | ) | 29,073 | ||||||||||||||||||
Equity |
15,261 | 27,834 | (18,024 | ) | (80 | ) | (124 | ) | (24 | ) | 24,843 | |||||||||||||||||
Money market funds |
10,254 | 37,222 | (28,253 | ) | — | — | — | 19,223 | ||||||||||||||||||||
Private equity |
8,256 | 2,845 | (548 | ) | 201 | — | (171 | ) | 10,583 | |||||||||||||||||||
Private debt |
2,006 | 4,802 | — | 86 | — | — | 6,894 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total FVPL |
409,700 |
160,004 |
(249,670 |
) |
2,647 |
1,007 |
(1,362 |
) |
322,326 |
|||||||||||||||||||
FVOCI |
||||||||||||||||||||||||||||
Floating income |
19,879 | 5,425 | (2,938 | ) | 295 | 2 | — | 22,663 | ||||||||||||||||||||
Fixed in c ome |
5,326 | 167 | (303 | ) | (12 | ) | (4 | ) | — | 5,174 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total FVOCI |
25,205 |
5,592 |
(3,241 |
) |
283 |
(2 |
) |
— |
27,837 |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total securities |
434,905 |
165,596 |
(252,911 |
) |
2,930 |
1,005 |
(1,362 |
) |
350,163 |
(Euro thousands) |
At December 31, |
|||||||
2021 |
2020 |
|||||||
Cash on hand |
1,651 | 535 | ||||||
Bank balances |
458,140 | 316,756 | ||||||
|
|
|
|
|||||
Total cash and cash equivalents |
459,791 |
317,291 |
(Euro thousands) |
At December 31, 2020 |
|||
Intangibles assets |
656 | |||
Property plant and equipment |
1,801 | |||
Right-of-use |
83 | |||
Other non-current financial assets |
— | |||
Deferred tax assets |
1,393 | |||
Inventories |
7,079 | |||
Trade receivables |
3,081 | |||
Tax receivables |
455 | |||
Other financial assets |
345 | |||
Other current assets |
1,752 | |||
Cash and cash equivalents |
580 | |||
|
|
|||
Total assets |
17,225 |
|||
Employee benefits |
1,130 | |||
Deferred tax liabilities |
— | |||
Lease liabilities |
83 | |||
Derivative financial instruments |
— | |||
Other current liabilities |
9,385 | |||
Provision for risks and charges |
1,505 | |||
Tax liabilities |
1,181 | |||
Trade payables and customer advances |
3,441 | |||
|
|
|||
Total liabilities |
16,725 |
|||
|
|
|||
Assets and liabilities held for sale |
500 |
|||
|
|
(Euro thousands) |
At December 31, |
|||||||
2021 |
2020 |
|||||||
Italian statutory reserve |
860 | 860 | ||||||
Addition paid-in capital |
721,187 | — | ||||||
Reserve for treasury shares |
(455,000 | ) | (76,624 | ) | ||||
Other comprehensive income reserve (OCI) |
(12,295 | ) | (25,901 | ) | ||||
Share-based payments reserve |
74,978 | — | ||||||
Non-controlling interests options reserve |
(196,691 | ) | (196,691 | ) | ||||
Other reserves |
(36,360 | ) | 2,584 | |||||
|
|
|
|
|||||
Other reserves, including OCI |
96,679 |
(295,772 |
) |
• | a translation reserve for the translation differences arising from the consolidation of subsidiaries with a functional currency different from the Euro; |
• | a cash flow hedge reserve for the changes in the fair value of derivative financial instruments held by the Group designated as a hedge of the exposure to variability in currency exchange rate and interest rate risk; |
• | gains and losses on the remeasurement of defined benefit plans for actuarial gains and losses arising during the period which are offset against the related net defined benefit liabilities; |
• | the financial assets at FVOCI reserve which arises from changes in the fair value of debt instruments held by the company under a hold to collect and sell business model, which will be reversed when the investment is derecognized or impaired. |
(Euro thousands) |
||||
Escrow Shares |
37,906 | |||
PSUs 2022, 2023 and 2024 |
6,138 | |||
CEO Stock Options |
2,938 | |||
Remuneration in shares |
1,410 | |||
CEO IPO LTI |
2,047 | |||
Management IPO LTI |
4,585 | |||
Management Stock Options |
3,834 | |||
Cash-settled share based payments |
16,120 | |||
|
|
|||
Total share-based payments |
74,978 |
At and for the year ended December 31, 2021 |
||||||||||||||||||||||||||||||||
(Functional currency thousands) |
Group’s percentage interest |
Non- controlling interest percentage |
Functional currency |
Total assets |
Total equity |
Net revenues |
Net income / (loss) |
Dividends paid to non- controlling shareholders |
||||||||||||||||||||||||
Company |
||||||||||||||||||||||||||||||||
Thom Browne Inc. | 90 |
% |
10 |
% |
USD |
233,472 |
129,244 |
312,311 |
35,703 |
— |
||||||||||||||||||||||
Ermenegildo Zegna Vietnam LLC | 77 |
% |
23 |
% |
VTD |
59,619,650 |
(65,153,441 |
) |
34,267,609 |
(3,987,259 |
) |
— |
||||||||||||||||||||
Ermenegildo Zegna Madrid S.A. | 70 |
% |
30 |
% |
EUR |
3,627 |
1,925 |
2,241 |
(96 |
) |
— |
|||||||||||||||||||||
Gruppo Dondi S.p.A. | 65 |
% |
35 |
% |
EUR |
33,459 |
18,475 |
37,617 |
4,783 |
(182 |
) | |||||||||||||||||||||
E. Z. Thai Holding Ltd | 49 |
% |
51 |
% |
THB |
12,979 |
328 |
— |
(121 |
) |
— |
|||||||||||||||||||||
Bonotto S.p.A. | 60 |
% |
40 |
% |
EUR |
21,482 |
9,030 |
17,674 |
1,840 |
— |
||||||||||||||||||||||
Tessitura Ubertino S.r.l. | 60 |
% |
40 |
% |
EUR |
12,221 |
8,786 |
5,625 |
561 |
— |
||||||||||||||||||||||
Cappellificio Cervo S.r.l. | 51 |
% |
49 |
% |
EUR |
1,498 |
757 |
1,315 |
(35 |
) |
— |
|||||||||||||||||||||
Zegna South Asia Private LTD | 51 |
% |
49 |
% |
INR |
871,210 |
123,709 |
281,592 |
21,891 |
— |
||||||||||||||||||||||
Zegna Gulf Trading LLC | 49 |
% |
51 |
% |
AED |
125,086 |
921 |
137,355 |
30,783 |
— |
At and for the year ended December 31, 2020 |
||||||||||||||||||||||||||||||||
(Functional currency thousands) |
Group’s percentage interest |
Non- controlling interest percentage |
Functional currency |
Total assets |
Total equity |
Net revenues |
Net income / (loss) |
Dividends paid to non- controlling shareholders |
||||||||||||||||||||||||
Company |
||||||||||||||||||||||||||||||||
Thom Browne Inc. | 85 | % | 15 | % | USD | 157,679 | 105,890 | 203,859 | 24,275 | — | ||||||||||||||||||||||
Gruppo Dondi S.p.A. | 65 | % | 35 | % | EUR | 24,590 | 21,321 | 27,199 | 1,147 | (354 | ) | |||||||||||||||||||||
Bonotto S.p.A. | 60 | % | 40 | % | EUR | 22,345 | 7,143 | 20,526 | (366 | ) | (216 | ) | ||||||||||||||||||||
Lanificio Ermenegildo Zegna e Figli S.p.A. | 90 | % | 10 | % | EUR | 42,855 | 27,077 | 52,945 | 6,048 | (1,116 | ) | |||||||||||||||||||||
Ermenegildo Zegna Madrid S.A. | 70 | % | 30 | % | EUR | 2,935 | 2,935 | 2,051 | (29 | ) | (45 | ) | ||||||||||||||||||||
Zegna South Asia Private LTD | 51 | % | 49 | % | INR | 654,611 | 103,020 | 216,675 | (13,372 | ) | — | |||||||||||||||||||||
Ermenegildo Zegna Vietnam LLC | 77 | % | 23 | % | VTD | 36,801,969 | (61,223,291 | ) | 28,519,833 | (2,520,357 | ) | — | ||||||||||||||||||||
Zegna Gulf Trading LLC | 49 | % | 51 | % | AED | 91,261 | (29,810 | ) | 57,826 | (9,600 | ) | — | ||||||||||||||||||||
Achill Land Pty Ltd. | 60 | % | 40 | % | AUD | 11,749 | 10,200 | n.a. | n.a. | — |
(Euro thousands) |
2021 |
2020 |
||||||||||||||||||||||
Committed Loans |
Other financial loans |
Total borrowings |
Committed Loans |
Other financial loans |
Total borrowings |
|||||||||||||||||||
At January 1, |
613,415 |
51,336 |
664,751 |
619,308 |
984 |
620,292 |
||||||||||||||||||
Repayments |
(56,029 | ) | (104,181 | ) | (160,210 | ) | (221,029 | ) | — | (221,029 | ) | |||||||||||||
Proceeds |
20,000 | 103,570 | 123,570 | 215,000 | 50,352 | 265,352 | ||||||||||||||||||
Other |
827 | — | 827 | 136 | — | 136 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
At December 31, |
578,213 |
50,725 |
628,938 |
613,415 |
51,336 |
664,751 |
||||||||||||||||||
Of which: |
||||||||||||||||||||||||
Non-current |
470,934 |
712 |
471,646 |
557,386 |
1,336 |
558,722 |
||||||||||||||||||
Current |
107,279 |
50,013 |
157,292 |
56,029 |
50,000 |
106,029 |
(Euro thousands) |
At December 31, 2021 |
Year 1 |
Year 2 |
Year 3 |
Year 4 |
Year 5 and beyond |
||||||||||||||||||
Committed loans |
578,213 |
107,279 |
281,028 |
133,872 |
43,965 |
12,069 |
||||||||||||||||||
Other financial liabilities |
50,725 |
50,013 |
20 |
680 |
12 |
— |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total borrowings |
628,938 |
157,292 |
281,048 |
134,552 |
43,977 |
12,069 |
(Euro thousands) |
At December 31, 2020 |
Year 1 |
Year 2 |
Year 3 |
Year 4 |
Year 5 and beyond |
||||||||||||||||||
Committed loans |
613,415 | 56,029 | 107,500 | 281,250 | 130,000 | 38,636 | ||||||||||||||||||
Other financial liabilities |
51,336 | 50,000 | — | — | 874 | 462 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total borrowings |
664,751 |
106,029 |
107,500 |
281,250 |
130,874 |
39,098 |
At December 31, 2021 |
||||||||||||||||
Borrower |
Interest rate |
Terms |
Expiry date |
of which current portion |
of which non-current portion |
|||||||||||
(Euro thousands) |
||||||||||||||||
Co.Ti Service S.A. | Fixed | 0.79% | February 2022 | 10,000 | — | |||||||||||
Co.Ti Service S.A. | Fixed | 0.79% | March 2022 | 5,000 | — | |||||||||||
Ermenegildo Zegna N.V. | Fixed | 0.00% | March 2022 | 15,000 | — | |||||||||||
Ermenegildo Zegna N.V. | Fixed | 0.00% | March 2022 | 35,000 | — | |||||||||||
Ermenegildo Zegna N.V. | Variable | Euribor 3m + 0.69% | September 2022 | 9,998 | — | |||||||||||
Ermenegildo Zegna N.V. | Fixed | 1.25% | December 2022 | 10,000 | — | |||||||||||
Ermenegildo Zegna N.V. | Variable | IRS + 1.48% | January 2023 | — | 19,999 | |||||||||||
Ermenegildo Zegna N.V. | Variable | IRS + 0.80% | February 2023 | — | 20,000 | |||||||||||
Ermenegildo Zegna N.V. | Fixed | 0.77% | March 2023 | — | 15,000 | |||||||||||
Ermenegildo Zegna N.V. | Fixed | 0.49% | April 2023 | — | 49,993 | |||||||||||
Ermenegildo Zegna N.V. | Variable | |
Euribor 6m + 0.75% | |
May 2023 | — | 44,991 | |||||||||
Ermenegildo Zegna N.V. | Variable | Euribor 6m + 0.83% | June 2023 | 12,485 | 6,247 | |||||||||||
Ermenegildo Zegna N.V. | Variable | IRS + 1.05% | August 2023 | — | 39,993 | |||||||||||
Ermenegildo Zegna N.V. | Variable | Euribor 6m + 0.80% | September 2023 | 49,836 | — | |||||||||||
Ermenegildo Zegna N.V. | Variable | IRS + 0.75% | November 2023 | — | 59,948 | |||||||||||
Ermenegildo Zegna N.V. | Variable | Euribor 6m + 0.75% | November 2023 | 9,960 | 4,966 | |||||||||||
Ermenegildo Zegna N.V. | Fixed | 1.22% | November 2023 | — | 20,000 | |||||||||||
Ermenegildo Zegna N.V. | Variable | IRS + 0.81% | April 2024 | — | 79,936 | |||||||||||
Lanificio Ermenegildo Zegna e Figli S.p.A. | Fixed | 1.35% | June 2024 | — | 655 | |||||||||||
Ermenegildo Zegna N.V. | Variable | IRS + 0.60% | December 2024 | — | 49,901 | |||||||||||
Co.Ti Service S.A. | Fixed | 0.75% | March 2025 | — | 20,000 | |||||||||||
Co.Ti Service S.A. | Fixed | 0.75% | April 2025 | — | 10,000 | |||||||||||
Ermenegildo Zegna N.V. | Variable | Euribor 1m + 0.76% | May 2025 | — | 9,993 | |||||||||||
Ermenegildo Zegna N.V. | Fixed | 0.73% | September 2028 | — | 19,967 | |||||||||||
Other | Fixed | 0.05% | June 2025 | 13 | 57 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
157,292 |
471,646 |
||||||||||||||
of which fixed |
75,013 |
135,672 |
||||||||||||||
of which variable |
82,279 |
335,974 |
At December 31, 2020 |
||||||||||||||
Borrower |
Interest rate |
Terms |
Expiry date |
of which current portion |
of which non-current portion |
|||||||||
(Euro thousands) |
||||||||||||||
Ermenegildo Zegna N.V. | Fixed | 0.00% | April 2021 | 15,000 | — | |||||||||
Ermenegildo Zegna N.V. | Fixed | 0.73% | October 2021 | 17,500 | — | |||||||||
Ermenegildo Zegna N.V. | Variable | Euribor 3m + 0.73% | October 2021 | 17,500 | — | |||||||||
Ermenegildo Zegna N.V. | Fixed | 0.80% | December 2021 | 3,529 | — | |||||||||
Co.Ti Service S.A. | Fixed | 0.79% | February 2022 | — | 10,000 | |||||||||
Co.Ti Service S.A. | Fixed | 0.79% | March 2022 | — | 5,000 | |||||||||
Ermenegildo Zegna N.V. | Variable | Euribor 3m + 0.69% | September 2022 | — | 10,000 | |||||||||
Ermenegildo Zegna N.V. | Variable | Euribor 6m + 0.80% | September 2022 | 30,000 | 50,000 | |||||||||
Ermenegildo Zegna N.V. | Fixed | 1.25% | December 2022 | — | 10,000 | |||||||||
Ermenegildo Zegna N.V. | Variable | IRS + 1.48% | January 2023 | — | 20,000 | |||||||||
Ermenegildo Zegna N.V. | Variable | IRS + 0.80% | February 2023 | — | 20,000 | |||||||||
Ermenegildo Zegna N.V. | Fixed | 0.77% | March 2023 | — | 15,000 | |||||||||
Ermenegildo Zegna N.V. | Fixed | 0.49% | April 2023 | — | 50,000 | |||||||||
Ermenegildo Zegna N.V. | Variable | Euribor 6m + 0.75% | May 2023 | — | 45,000 | |||||||||
Ermenegildo Zegna N.V. | Variable | Euribor 6m + 0.83% | June 2023 | 12,500 | 18,750 | |||||||||
Ermenegildo Zegna N.V. | Variable | IRS + 1.05% | August 2023 | — | 40,000 | |||||||||
Ermenegildo Zegna N.V. | Fixed | 1.22% | November 2023 | — | 20,000 | |||||||||
Ermenegildo Zegna N.V. | Fixed | 1.09% | November 2023 | — | 60,000 | |||||||||
Ermenegildo Zegna N.V. | Variable | IRS + 0.75% | November 2023 | 10,000 | 14,972 | |||||||||
Ermenegildo Zegna N.V. | Variable | IRS + 0.81% | April 2024 | — | 80,000 | |||||||||
Ermenegildo Zegna N.V. | Variable | IRS + 0.60% | December 2024 | — | 50,000 | |||||||||
Co.Ti Service S.A. | Fixed | 0.75% | March 2025 | — | 20,000 | |||||||||
Co.Ti Service S.A. | Fixed | 0.75% | April 2025 | — | 10,000 | |||||||||
E.Z. Holditalia | Variable | Euribor 1m + 0.76% | May 2025 | — | 10,000 | |||||||||
|
|
|
|
|||||||||||
Total |
106,029 |
558,722 |
||||||||||||
|
|
|||||||||||||
of which fixed |
36,029 |
200,000 |
||||||||||||
of which variable |
70,000 |
358,722 |
34. |
Other current and non-current financial liabilities |
(Euro thousands) |
At December 31, |
|||||||
2021 |
2020 |
|||||||
Written put options on non-controlling interests |
159,411 | 196,783 | ||||||
Cash-settled share-based payments |
— | 16,120 | ||||||
Bonds |
— | 4,287 | ||||||
Other |
7,976 | 3,778 | ||||||
|
|
|
|
|||||
Other non-current financial liabilities |
167,387 |
220,968 |
||||||
|
|
|
|
|||||
Warrant liabilities |
33,984 | — | ||||||
|
|
|
|
|||||
Other current financial liabilities |
33,984 |
— |
||||||
|
|
|
|
|||||
Total |
201,371 |
220,968 |
• | at a price of USD 0.01 per warrant, if, and only if, the last reported sale price of the Zegna ordinary shares equals or exceeds USD 18.00 per share for any 20 trading days within a 30-trading day period ending three trading days before sending the notice of redemption to each warrant holder; |
• | at a price of USD 0.10 per warrant, if, and only if, the last reported sale price of the Zegna ordinary shares equals or exceeds USD 10.00 per share for any 20 trading days within a 30-trading day period ending three trading days before sending the notice of redemption to each warrant holder. |
35. |
Lease liabilities |
(Euro thousands) |
2021 |
2020 |
||||||
At January 1, |
407,687 |
508,153 |
||||||
Interest expense |
9,351 | 10,285 | ||||||
Repayment of lease liabilities (including interest expense) |
(109,962 | ) | (100,984 | ) | ||||
IFRS 16 lease amendment: lease renegotiation |
(12,416 | ) | (24,931 | ) | ||||
Additions due to new leases and store renewals |
150,648 | 54,303 | ||||||
Decrease of lease liabilities due to store closures |
(16,485 | ) | (14,084 | ) | ||||
Reclassifications to liabilities held for sale |
— | (83 | ) | |||||
Disposition |
(11,508 | ) | — | |||||
Translation differences |
20,737 | (24,972 | ) | |||||
|
|
|
|
|||||
At December 31, |
438,052 |
407,687 |
||||||
Of which: |
||||||||
Non-current |
331,409 |
314,845 |
||||||
Current |
106,643 |
92,842 |
(Euro thousands) |
At December 31, |
Year 1 |
Year 2 |
Year 3 |
Year 4 |
Beyond |
||||||||||||||||||
2021 |
438,052 |
106,643 | 92,344 | 65,610 | 38,898 | 134,557 | ||||||||||||||||||
2020 |
407,687 |
92,842 | 79,604 | 60,281 | 47,107 | 127,853 |
36. |
Provisions for risks and charges |
(Euro thousands) |
Legal and fiscal risks |
Leased store restoration |
Refund liability returns |
Other provision |
Total provisions |
|||||||||||||||
At January 1, 2020 |
17,256 |
14,064 |
6,744 |
6,759 |
44,823 |
|||||||||||||||
Of which current |
— |
— |
6,744 |
3,852 |
10,596 |
|||||||||||||||
Of which non-current |
17,256 |
14,064 |
— |
2,907 |
34,227 |
|||||||||||||||
Provisions |
902 | 2,396 | 2,044 | 8,122 | 13,464 | |||||||||||||||
Releases |
(1,752 | ) | — | (2,062 | ) | (1,559 | ) | (5,373 | ) | |||||||||||
Utilizations |
(30 | ) | (2,581 | ) | (694 | ) | (1,328 | ) | (4,633 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2020 |
16,376 |
13,879 |
6,032 |
11,994 |
48,281 |
|||||||||||||||
Of which current |
— |
— |
6,032 |
2,293 |
8,325 |
|||||||||||||||
Of which non-current |
16,376 |
13,879 |
— |
9,701 |
39,956 |
|||||||||||||||
Provisions |
12,521 | 979 | 491 | 2,594 | 16,585 | |||||||||||||||
Releases |
(264 | ) | (630 | ) | — | (1,365 | ) | (2,259 | ) | |||||||||||
Utilizations |
(1,168 | ) | — | (351 | ) | (3,979 | ) | (5,498 | ) | |||||||||||
Exchange differences |
1,191 | (110 | ) | 178 | — | 1,259 | ||||||||||||||
Reclassifications and other |
— | 175 | 3,699 | (3,594 | ) | 280 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
At December 31, 2021 |
28,656 |
14,293 |
10,049 |
5,650 |
58,648 |
|||||||||||||||
Of which current |
— |
2,288 |
10,049 |
1,756 |
14,093 |
|||||||||||||||
Of which non-current |
28,656 |
12,005 |
— |
3,894 |
44,555 |
37. |
Employee benefits |
(Euro thousands) |
At December 31, |
|||||||
2021 |
2020 |
|||||||
Italian leaving indemnities (TFR) |
9,784 | 11,596 | ||||||
Other leaving indemnities |
15,237 | 16,073 | ||||||
Post-employment benefits |
5,280 | 590 | ||||||
Other long-term employee benefits |
1,362 | 561 | ||||||
Termination benefits |
366 | 396 | ||||||
Total defined benefit obligations |
32,029 |
29,216 |
||||||
Other long-term payables to employees |
10,234 | 131 | ||||||
|
|
|
|
|||||
Total employee benefits |
42,263 |
29,347 |
(Euro thousands) |
2021 |
2020 |
||||||
At January 1, |
29,216 |
30,573 |
||||||
Changes through statement of profit and loss |
14,365 | 2,591 | ||||||
- of which: Service cost |
14,169 |
2,335 |
||||||
- of which: Financial charges |
196 |
256 |
||||||
Changes through statement of comprehensive income |
1,562 | (930 | ) | |||||
- of which: Actuarial loss/(gain) |
563 |
(523 |
) | |||||
- of which: Translation differences |
999 |
(407 |
) | |||||
Benefits paid |
(13,456 | ) | (2,360 | ) | ||||
Change in scope of consolidation and reclassifications to assets held for sale |
342 | (658 | ) | |||||
|
|
|
|
|||||
At December 31, |
32,029 |
29,216 |
At December 31, 2021 |
At December 31, 2020 | |||||||||||
Italy |
Spain |
China |
Italy |
Spain |
China | |||||||
Discount rate |
0.183% / 0.757% | 0.60 / 0.70% | 2.80% | -0.204% / 0.246% | -0.440 / 0.283% | 3.05% | ||||||
Inflation rate |
1.50% | 1.00% | 5.50% | 1.50% | 0.80% | 4.41% | ||||||
Salary increase rate |
1.0% / 2.2% | 1.00% | 5.50% | 0.5% / 2.3% | 0.80% | 4.41% |
(Euro thousands) |
At December 31, 2021 |
At December 31, 2020 |
||||||||||||||||||||||||||||||
+50 bps |
-50 bps |
+50 bps |
-50 bps |
+50 bps |
-50 bps |
+50 bps |
-50 bps |
|||||||||||||||||||||||||
Employee benefit obligations |
Service costs |
Employee benefit obligations |
Service costs |
|||||||||||||||||||||||||||||
Discount rate |
(714 | ) | 765 | (39 | ) | 42 | (793 | ) | 850 | (75 | ) | 79 | ||||||||||||||||||||
Inflation rate |
601 | (572 | ) | 38 | (36 | ) | 630 | (598 | ) | 46 | (43 | ) | ||||||||||||||||||||
Turn-over rate |
1,155 | (1,864 | ) | 92 | (156 | ) | 570 | (1 | ) | 61 | (109 | ) |
38. |
Trade payables and customer advances |
(Euro thousands) |
At December 31, |
|||||||
2021 |
2020 |
|||||||
Trade payables |
177,801 | 150,257 | ||||||
Customer advances |
45,236 | 38,085 | ||||||
|
|
|
|
|||||
Total trade payables including customer advances |
223,037 |
188,342 |
39. |
Other current liabilities |
(Euro thousands) |
At December 31, |
|||||||
2021 |
2020 |
|||||||
Due to employees |
51,847 | 26,134 | ||||||
VAT and other taxes |
28,609 | 19,993 | ||||||
Accrued expenses |
15,319 | 19,739 | ||||||
Social security institutions |
8,683 | 9,147 | ||||||
Deferred income |
3,591 | 1,624 | ||||||
Other current liabilities |
16,307 | — | ||||||
|
|
|
|
|||||
Total other current liabilities |
124,356 |
76,637 |
40. |
Fair value measurement |
(Euro thousands) |
At December 31, 2021 |
|||||||||||||||||||||||||||||||
Financial assets |
Fair value Level |
|||||||||||||||||||||||||||||||
FVPL |
FVOCI |
Amortized cost |
Total |
Note |
1 |
2 |
3 |
|||||||||||||||||||||||||
Derivative financial instruments |
— | 1,786 | — | 1,786 | 26 | — | 1,786 | — | ||||||||||||||||||||||||
Cash and cash equivalents |
— | — | 459,791 | 459,791 | 29 | — | 459,791 | — | ||||||||||||||||||||||||
Trade receivables |
— | — | 160,360 | 160,360 | 25 | — | 160,360 | — | ||||||||||||||||||||||||
Other non-current financial assets |
2,257 | — | 33,115 | 35,372 | 23 | — | 33,115 | 2,257 | ||||||||||||||||||||||||
Other current financial assets (*) |
308,532 | 25,712 | 6,136 | 340,380 | 27 | 53,164 | 88,183 | 199,033 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Financial assets |
310,789 |
27,498 |
659,402 |
997,689 |
53,164 |
743,235 |
201,290 |
(*) | The following table provides an additional breakdown for other current financial assets at December 31, 2021: |
(Euro thousands) |
At December 31, 2021 |
|||||||||||||||||||||||||||
Financial assets |
Fair value Level |
|||||||||||||||||||||||||||
FVPL |
FVOCI |
Amortized cost |
Total |
1 |
2 |
3 |
||||||||||||||||||||||
Insurance contracts |
113,919 | — | — | 113,919 | — | — | 113,919 | |||||||||||||||||||||
Fixed income |
68,947 | 5,025 | — | 73,972 | 29,764 | 26,700 | 17,508 | |||||||||||||||||||||
Hedge funds |
41,483 | — | — | 41,483 | — | 11,243 | 30,240 | |||||||||||||||||||||
Real estate funds |
32,898 | — | — | 32,898 | — | 19,100 | 13,798 | |||||||||||||||||||||
Equity |
25,408 | — | — | 25,408 | 2,713 | 22,695 | — | |||||||||||||||||||||
Money market funds and floating income |
2,007 | 20,687 | — | 22,694 | 20,687 | 2,007 | — | |||||||||||||||||||||
Private equity |
15,925 | — | — | 15,925 | — | — | 15,925 | |||||||||||||||||||||
Private debt |
7,945 | — | — | 7,945 | — | 302 | 7,643 | |||||||||||||||||||||
Guarantee deposits and others |
— | — | 6,136 | 6,136 | — | 6,136 | — | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total other current financial assets |
308,532 |
25,712 |
6,136 |
340,380 |
53,164 |
88,183 |
199,033 |
(Euro thousands) |
Fair value Level 3 |
|||
At December 31, 2020 |
177,154 |
|||
|
|
|||
Investments |
19,516 | |||
Disposals |
(5,169 | ) | ||
Fair value adjustments |
6,060 | |||
Realized gains |
69 | |||
Exchange rate gains |
1,403 | |||
At December 31, 2021 |
199,033 |
|||
|
|
(Euro thousands) |
At December 31, 2020 |
|||||||||||||||||||||||||||||||
Financial assets |
Fair value Level |
|||||||||||||||||||||||||||||||
FVPL |
FVOCI |
Amortized cost |
Total |
Note |
1 |
2 |
3 |
|||||||||||||||||||||||||
Derivative financial instruments |
— | 11,848 | — | 11,848 | 26 | — | 11,848 | — | ||||||||||||||||||||||||
Cash and cash equivalents |
— | — | 317,291 | 317,291 | 29 | — | 317,291 | — | ||||||||||||||||||||||||
Trade receivables |
— | — | 138,829 | 138,829 | 25 | — | 138,829 | — | ||||||||||||||||||||||||
Other non-current financial assets |
20,686 | — | 28,577 | 49,263 | 23 | — | — | 20,686 | ||||||||||||||||||||||||
Other current financial assets (*) |
322,326 | 27,837 | — | 350,163 | 27 | 32,217 | 140,792 | 177,154 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Financial assets |
343,012 |
39,685 |
484,697 |
867,394 |
32,217 |
608,760 |
197,840 |
(*) | The following table provides an additional breakdown for other current financial assets at December 31, 2020: |
(Euro thousands) |
At December 31, 2020 |
|||||||||||||||||||||||||||
Financial assets |
Fair value Level |
|||||||||||||||||||||||||||
FVPL |
FVOCI |
Amortized cost |
Total |
1 |
2 |
3 |
||||||||||||||||||||||
Insurance contracts |
107,188 | — | — | 107,188 | — | — | 107,188 | |||||||||||||||||||||
Fixed income |
88,011 | 5,174 | — | 93,185 | 7,201 | 68,570 | 17,414 | |||||||||||||||||||||
Money market funds and floating income |
19,223 | 22,663 | — | 41,886 | 22,662 | 19,224 | — | |||||||||||||||||||||
Hedge funds |
36,511 | — | — | 36,511 | — | 8,549 | 27,962 | |||||||||||||||||||||
Real estate funds |
29,073 | — | — | 29,073 | — | 17,607 | 11,466 | |||||||||||||||||||||
Equity |
24,843 | — | — | 24,843 | 2,354 | 22,489 | — | |||||||||||||||||||||
Private equity |
10,583 | — | — | 10,583 | — | — | 10,583 | |||||||||||||||||||||
Private debt |
6,894 | — | — | 6,894 | — | 4,353 | 2,541 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total other current financial assets |
322,326 |
27,837 |
— |
350,163 |
32,217 |
140,792 |
177,154 |
(Euro thousands) |
At December 31, 2021 |
|||||||||||||||||||||||||||||||
Financial liabilities |
Fair value Level |
|||||||||||||||||||||||||||||||
FVPL |
FVOCI |
Amortized cost |
Total |
Note |
1 |
2 |
3 |
|||||||||||||||||||||||||
Derivative financial instruments |
— | 14,138 | — | 14,138 | 26 | — | 14,138 | — | ||||||||||||||||||||||||
Non-current borrowings |
— | — | 471,646 | 471,646 | 33 | — | 471,646 | — | ||||||||||||||||||||||||
Current borrowings |
— | — | 157,292 | 157,292 | 33 | — | 157,292 | — | ||||||||||||||||||||||||
Other non-current financial liabilities |
159,411 | — | 7,976 | 167,387 | 34 | — | 159,411 | 7,976 | ||||||||||||||||||||||||
Other current financial liabilities |
33,984 | — | — | 33,984 | 35 | 23,810 | 10,174 | — | ||||||||||||||||||||||||
Trade payables and customer advances |
— | — | 223,037 | 223,037 | 38 | — | 223,037 | — | ||||||||||||||||||||||||
Lease liabilities – Current / Non-current |
— | — | 438,052 | 438,052 | 35 | — | — | 438,052 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Financial liabilities |
193,395 |
14,138 |
1,298,003 |
1,505,536 |
23,810 |
1,035,698 |
446,028 |
(Euro thousands) |
At December 31, 2020 |
|||||||||||||||||||||||||||||||
Financial liabilities |
Fair value Level |
|||||||||||||||||||||||||||||||
FVPL |
FVOCI |
Amortized cost |
Total |
Note |
1 |
2 |
3 |
|||||||||||||||||||||||||
Derivative financial instruments |
— |
13,192 |
— |
13,192 |
26 |
— |
13,192 |
— |
||||||||||||||||||||||||
Non-current borrowings |
— |
— |
558,722 |
558,722 |
33 |
— |
558,722 |
— |
||||||||||||||||||||||||
Current borrowings |
— |
— |
106,029 |
106,029 |
33 |
— |
106,029 |
— |
||||||||||||||||||||||||
Other non-current financial liabilities |
212,903 |
— |
8,065 |
220,968 |
34 |
— |
— |
220,968 |
||||||||||||||||||||||||
Trade payables and customer advances |
— |
— |
188,342 |
188,342 |
38 |
— |
188,342 |
— |
||||||||||||||||||||||||
Lease liabilities – Current / Non-current |
— |
— |
407,687 |
407,687 |
35 |
— |
— |
407,687 |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Financial liabilities |
212,903 |
13,192 |
1,268,845 |
1,494,940 |
— |
866,285 |
628,655 |
41. |
Qualitative and quantitative information on financial risks |
• | financial market risk (principally relating to foreign currency exchange rates, interest rates and commodity prices; |
• | liquidity risk relating to the availability of funds and access to credit, if required, and to financial instruments in general; |
• | credit risk relating to counterparties failing to repay amounts owed or meet contractual obligations. |
(Euro thousands) |
Not yet due |
0-90 days overdue |
90-180 days overdue |
>180 days overdue |
Total |
|||||||||||||||
Trade receivables, gross |
136,648 | 21,957 | 5,018 | 3,380 | 167,003 | |||||||||||||||
Loss allowance |
(1,575 | ) | (696 | ) | (992 | ) | (3,380 | ) | (6,643 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total trade receivables at December 31, 2021 |
135,073 |
21,261 |
4,026 |
— |
160,360 |
|||||||||||||||
Trade receivables, gross |
106,659 | 23,172 | 2,509 | 15,206 | 147,546 | |||||||||||||||
Loss allowance |
(549 | ) | (1,876 | ) | (480 | ) | (5,812 | ) | (8,717 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total trade receivables at December 31, 2020 |
106,110 |
21,296 |
2,029 |
9,394 |
138,829 |
(Euro thousands) |
Contractual cash flows |
|||||||||||||||||||
Carrying amount at December 31, 2021 |
Within 1 year |
Within 2 Years |
Within 3 years |
Beyond |
||||||||||||||||
Derivative financial instruments |
14,138 | 14,138 | — | — | — | |||||||||||||||
Trade payables and customer advances |
223,037 | 223,037 | — | — | — | |||||||||||||||
Borrowings |
628,938 | 161,550 | 283,736 | 135,541 | 56,414 | |||||||||||||||
Lease liabilities |
438,052 | 112,713 | 98,101 | 69,827 | 186,951 | |||||||||||||||
Other current and non-current financial liabilities |
201,371 | 33,984 | 29,816 | — | 137,571 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
1,505,536 |
545,422 |
411,653 |
205,368 |
380,936 |
(Euro thousands) |
Contractual cash flows |
|||||||||||||||||||||
Carrying amount at December 31, 2020 |
Within 1 year |
Within 2 Years |
Within 3 years |
Beyond |
||||||||||||||||||
Derivative financial instruments |
13,192 | 13,192 | — | — | — |
|||||||||||||||||
Trade payables and customer advances |
188,342 | 188,342 | — | — | — |
|||||||||||||||||
Borrowings |
664,751 | 106,029 | 107,500 | 281,250 | 169,972 | |||||||||||||||||
Lease liabilities |
407,687 | 102,092 | 82,489 | 67,137 | 187,771 | |||||||||||||||||
Other non-current financial liabilities |
220,968 | — | 25,976 | 71,924 | 123,068 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
1,494,940 |
409,655 |
215,965 |
420,311 |
480,811 |
(Euro thousands) |
At December 31, 2021 |
At December 31, 2020 |
||||||||||||||||||||||
Trade receivables and trade payables in functional currency |
+500 bps |
-500 bps |
Trade receivables and trade payables in functional currency |
+500 bps |
-500 bps |
|||||||||||||||||||
Currency |
Impact on profit before tax |
Impact on profit before tax |
||||||||||||||||||||||
USD |
96,885 | (4,614 | ) | 5,099 | 112,850 | (5,374 | ) | 5,939 | ||||||||||||||||
JPY |
20,481 | (975 | ) | 1,078 | 41,757 | (1,988 | ) | 2,198 | ||||||||||||||||
CNY |
21,084 | (1,004 | ) | 1,110 | 35,083 | (1,671 | ) | 1,846 | ||||||||||||||||
HKD |
27,452 | (1,307 | ) | 1,445 | 11,235 | (535 | ) | 591 | ||||||||||||||||
GBP |
(5,974 | ) | 284 | (314 | ) | 4,923 | (234 | ) | 259 | |||||||||||||||
SGD |
8,220 | (391 | ) | 433 | 3,120 | (149 | ) | 164 | ||||||||||||||||
CHF |
(18,158 | ) | 865 | (956 | ) | (16,552 | ) | 788 | (871 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
149,990 |
(7,142 |
) |
7,895 |
192,416 |
(9,163 |
) |
10,126 |
(Euro thousands) |
At December 31, 2021 |
At December 31, 2020 |
||||||||||||||||||||||
Notional amount |
+500 bps |
-500 bps |
Notional amount |
+500 bps |
-500 bps |
|||||||||||||||||||
Currency |
Impact on profit before tax |
Impact on profit before tax |
||||||||||||||||||||||
USD |
81,725 | 3,892 | (4,301 | ) | 119,214 | 5,677 | (6,274 | ) | ||||||||||||||||
JPY |
20,692 | 985 | (1,089 | ) | 45,658 | 2,174 | (2,403 | ) | ||||||||||||||||
CNY |
11,464 | 546 | (603 | ) | 20,318 | 968 | (1,069 | ) | ||||||||||||||||
GBP |
(12,660 | ) | (603 | ) | 666 | 16,464 | 784 | (867 | ) | |||||||||||||||
HKD |
28,054 | 1,336 | (1,477 | ) | 9,460 | 450 | (498 | ) | ||||||||||||||||
CHF |
— | — | — | 6,295 | (300 | ) | 331 | |||||||||||||||||
SGD |
8,158 | 388 | (429 | ) | 3,083 | 147 | (162 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
137,433 |
6,544 |
(7,233 |
) |
220,492 |
9,900 |
(10,942 |
) |
(Euro thousands) |
At December 31, 2021 |
At December 31, 2020 |
||||||||||||||||||||||
Notional amount |
+500 bps |
-500 bps |
Notional amount |
+500 bps |
-500 bps |
|||||||||||||||||||
Currency |
Impact on hedge reserve |
Impact on hedge reserve |
||||||||||||||||||||||
USD |
80,155 |
3,817 |
(4,219 |
) |
25,355 |
1,207 |
(1,334 |
) | ||||||||||||||||
CHF |
(4,792 |
) |
(228 |
) |
252 |
18,515 |
(882 |
) |
974 |
|||||||||||||||
JPY |
10,360 |
493 |
(545 |
) |
6,749 |
321 |
(355 |
) | ||||||||||||||||
HKD |
16,097 |
767 |
(847 |
) |
3,153 |
150 |
(166 |
) | ||||||||||||||||
GBP |
12,659 |
603 |
(666 |
) |
2,762 |
132 |
(145 |
) | ||||||||||||||||
CNY |
178,537 |
8,502 |
(9,397 |
) |
— |
— |
— |
|||||||||||||||||
SGD |
1,947 |
93 |
(102 |
) |
— |
— |
— |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
294,963 |
14,047 |
(15,524 |
) |
56,534 |
928 |
(1,026 |
) |
(Euro thousands) |
At December 31, 2021 |
At December 31, 2020 |
||||||||||||||||||||||
Notional amount |
+500 bps |
-500 bps |
Notional amount |
+500 bps |
-500 bps |
|||||||||||||||||||
Currency |
Impact on profit before tax |
Impact on profit before tax |
||||||||||||||||||||||
USD |
(135,726 | ) | (7,143 | ) | 6,463 | (169,055 | ) | (8,897 | ) | 8,050 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
(135,726 |
) |
(7,143 |
) |
6,463 |
(169,055 |
) |
(8,897 |
) |
8,050 |
(Euro thousands, except percentages) |
||||||||||||||||||||||||||
At December 31, 2021 |
||||||||||||||||||||||||||
Amount |
Total interest rate (*) |
Interest expense |
-20% |
Impact on profit before tax |
+20% |
Impact on profit before tax |
||||||||||||||||||||
10,000 | 0.115 | % | 12 | 0.006 | % | 1 | 0.224 | % | 22 | |||||||||||||||||
15,000 | 0.112 | % | 17 | 0.004 | % | 1 | 0.220 | % | 33 | |||||||||||||||||
18,750 | 0.284 | % | 53 | 0.175 | % | 33 | 0.393 | % | 74 | |||||||||||||||||
50,000 | 0.000 | % | — | 0.000 | % | — | 0.100 | % | 50 | |||||||||||||||||
10,000 | 0.186 | % | 19 | 0.077 | % | 8 | 0.295 | % | 30 | |||||||||||||||||
45,000 | 0.167 | % | 75 | 0.060 | % | 27 | 0.274 | % | 123 | |||||||||||||||||
|
|
|
|
|
||||||||||||||||||||||
148,750 |
175 |
69 |
332 |
* |
The overall rate indicated is compounded of the fixed spread plus the variable rate (+-20% is on the variable rate). |
(Euro thousands, except percentages) |
||||||||||||||||||||||||||
At December 31, 2020 |
||||||||||||||||||||||||||
Amount |
Total interest rate (*) |
Interest expense |
-20% |
Impact on profit before tax |
+20% |
Impact on profit before tax |
||||||||||||||||||||
Non-current |
||||||||||||||||||||||||||
80,000 | 0.349 | % | 279 | 0.259 | % | 207 | 0.439 | % | 351 | |||||||||||||||||
10,000 | 0.195 | % | 20 | 0.097 | % | 10 | 0.293 | % | 30 | |||||||||||||||||
45,000 | 0.238 | % | 107 | 0.136 | % | 61 | 0.340 | % | 153 | |||||||||||||||||
31,250 | 0.300 | % | 94 | 0.194 | % | 61 | 0.406 | % | 127 | |||||||||||||||||
10,000 | 0.184 | % | 18 | 0.069 | % | 7 | 0.299 | % | 30 | |||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||||
176,250 |
518 |
346 |
691 |
|||||||||||||||||||||||
Current |
||||||||||||||||||||||||||
17,500 | 0.183 | % | 32 | 0.074 | % | 13 | 0.292 | % | 51 | |||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||||
17,500 |
32 |
13 |
51 |
* |
The overall rate indicated is compounded of the fixed spread plus the variable rate (+-20% is on the variable rate). |
42. |
Related party transactions |
• |
Transactions with Tom Ford related to (i) a licensing agreement for the production and worldwide distribution of luxury men’s ready to wear and made to measure clothing, footwear and accessories under the Tom Ford label, (ii) financial assets related to loans to Tom Ford, and (iii) financial guarantees provided to Tom Ford in relation to its payment obligations under a bank loan for an amount of $7,500 thousand issued to Tom Ford in 2020 and maturing in March 2025. |
• |
The purchase of raw materials, in particular carded yarns from Filati Biagioli Modesto |
• |
The purchase of raw materials, in particular of wool, from Gruppo Schneider S.p.A. |
• |
The purchase of industrial services, in particular of fabrics’ finishing, from Finissaggio e Tintoria Ferraris S.p.A. |
• |
The purchase of industrial services from Pettinatura di Verrone S.r.l. |
• |
Transactions with PKB Privatbank AG relating to an interest-bearing loan amounting to Euro 5,000 thousand expiring in March 2022. |
• |
The Disposition of certain of its businesses, through the statutory demerger under Italian law to a new company owned by its existing shareholders. The Disposition included, inter alia, Zegna’s real estate business, consisting of Zegna’s former subsidiary EZ Real Estate, which directly and indirectly holds substantially all of the real estate assets formerly owned by the Zegna group, as well as certain properties previously owned by Lanificio. Most of the real estate properties directly or indirectly owned by EZ Real Estate were, and continue to be, leased to Zegna also following the Disposition. Zegna pays rent to EZ Real Estate or its subsidiaries under lease agreements. In addition, following the Disposition, Zegna has entered into arrangements whereby Oasi Zegna provides licensing, marketing and other sustainability-related services to Zegna. |
• |
As part of the Disposition, on January 14, 2021, the Group sold 70% of its equity stake in Agnona to a related party for consideration of Euro 1 and as a result Agnona was deconsolidated from the beginning of the year and became a related party of the Group. The Group subsequently disposed of the remaining 30% stake in Agnona in two tranches during September and October 2021 for total consideration of Euro 500 thousand. Following the initial disposal of Agnona, the Group sold products and recharged costs for services to Agnona, as well as compensated amounts related to losses incurred by Agnona subsequent to the Group’s sale of a majority stake in accordance with the terms of the related sale agreement. |
• |
Following the Disposition, the payment of rent to EZ Real Estate or its subsidiaries under lease agreements for the use of properties. |
• |
Support to the activities of Fondazione Zegna, a charitable organization which provides an opportunity for charitable work on the part of the Zegna family and Group employees. Fondazione Zegna supports and funds projects in cooperation with non-profit organizations operating in various fields and different parts of the world. |
• |
Put contracts entered into as part of the Group’s investments in Thom Browne and Lanificio whereby the Group has been required to, and may in the future be required to, purchase all or a portion of the remaining non-controlling interests in Thom Browne and Lanificio. For additional information relating to the put contracts please refer to Note 34 - Other current and non-current financial liabilities . |
• |
The repurchase by Zegna of 54,600,000 of its own shares from Monterubello for total consideration of Euro 455,000 thousand. |
• |
The issuance of Zegna ordinary shares to the PIPE Investors, which include certain of Zegna’s related parties (including certain directors and officers and affiliates of Monterubello), in exchange for cash consideration. |
• |
The reimbursement to Zegna by Monterubello of a special gift to all employees of the Group for an amount of Euro 10,923 thousand. |
• |
The issuance of 800,000 private warrants to certain Zegna non-executive directors, for which the Group recognized personnel costs of Euro 1,263 thousand and an offsetting increase to other reserves within equity for the year ended December 31, 2021. |
• |
The grant of equity-settled share-based payments to key management, as further described below. |
(Euro thousands) |
For the year ended December 31, |
|||||||||||||||||||||||||||||||||||||||||||||||||||
2021 |
2020 |
2019 |
||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues |
Costs (1) (2) |
Personnel costs |
Write down and other provisions (3) |
Financial income (expenses) |
Revenues |
Costs (1) (2) |
Personnel costs |
Financial income (expenses) |
Revenues |
Costs (1) (2) |
Personnel costs |
Financial income (expenses) |
||||||||||||||||||||||||||||||||||||||||
Associates |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Tom Ford |
23,047 | 7,730 | — | — | 596 | 25,088 | 7,673 | — | 471 | 29,499 | 8,958 | — | 1,847 | |||||||||||||||||||||||||||||||||||||||
Filati Biagioli Modesto S.p.A. |
49 | 177 | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Pelletteria Tizeta S.r.l. |
— | — | — | — | — | 4 | 2 | — | — | 4 | 2 | — | — | |||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Total associates |
23,096 |
7,907 |
— |
— |
596 |
25,092 |
7,675 |
— |
471 |
29,503 |
8,960 |
— |
1,847 |
|||||||||||||||||||||||||||||||||||||||
Companies controlled by Monterubello or its shareholders, Zegna directors or senior management |
||||||||||||||||||||||||||||||||||||||||||||||||||||
G. Schneider S.p.A. |
20 | 5,623 | — | — | — | 217 | 6,683 | — | — | 10 | 9,815 | — | — | |||||||||||||||||||||||||||||||||||||||
Agnona S.r.l. |
373 | (485 | ) | — | 6,150 | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
Disposition entities (4) |
58 | 1,566 | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Other companies controlled by Monterubello or its shareholders, Zegna directors or senior management (5) |
9 | 491 | — | — | (40 | ) | 13 | 450 | — | (44 | ) | 11 | 1,364 | — | (44 | ) | ||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Total companies controlled by Monterubello or its shareholders, Zegna directors or senior management |
460 |
7,195 |
— |
6,150 |
(40 |
) |
230 |
7,133 |
— |
(44 |
) |
21 |
11,179 |
— |
(44 |
) | ||||||||||||||||||||||||||||||||||||
Other related parties connected to directors and shareholders |
— |
— |
1,284 |
— |
(20,675 |
) |
— |
33 |
860 |
— |
— |
39 |
1,014 |
— |
||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Total transactions with related parties |
23,556 |
15,102 |
1,284 |
6,150 |
(20,119 |
) |
25,322 |
14,841 |
860 |
427 |
29,524 |
20,178 |
1,014 |
1,803 |
||||||||||||||||||||||||||||||||||||||
Total for Zegna Group |
1,292,402 |
663,238 |
367,762 |
19,487 |
2,066 |
1,014,733 |
537,495 |
282,659 |
(13,720 |
) |
1,321,327 |
681,498 |
331,944 |
(15,431 |
) |
(1) |
Costs with Tom Ford include royalties amounting to Euro 4,081 thousand, Euro 4,095 thousand and Euro 4,721 thousand for the years ended December 31, 2021, 2020 and 2019, respectively. |
(2) |
Includes cost for raw materials and consumables, purchased, outsourced and other costs. |
(3) |
Includes Euro 6,006 thousand related to losses incurred by Agnona subsequent to the Group’s sale of a majority stake in Agnona in January 2021, for which the Group was required to compensate the company in accordance with the terms of the related sale agreement, as well as Euro 144 thousand relating to the write down of the Group’s remaining 30% stake in Agnona (which was subsequently disposed of as part of the Disposition). |
(4) |
Disposition entities includes Alan Real Estate S.A., EZ Real Estate S.r.l and 61 West 23rd Street LLC |
(5) |
Includes transactions with Fondazione Zegna, Finissaggio e Tintoria Ferraris S.p.A., PKB Privatbank AG and Pettinatura di Verrone S.r.l. |
(Euro thousands) |
At December 31, 2021 |
At December 31, 2020 |
||||||||||||||||||||||||||||||||||
Trade receivables |
Other financial assets |
Other current assets (1) |
Financial liabilities (2) |
Other liabilities (3) |
Trade receivables |
Other financial assets |
Financial liabilities (2) |
Other liabilities (3) |
||||||||||||||||||||||||||||
Associates |
||||||||||||||||||||||||||||||||||||
Tom Ford |
20,939 | 1,497 | — | — | 344 | 23,453 | 1,198 | — | 136 | |||||||||||||||||||||||||||
Filati Biagioli Modesto S.p.A. |
59 | — | — | — | 63 | — | — | — | — | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total associates |
20,998 |
1,497 |
— |
— |
407 |
23,453 |
1,198 |
— |
136 |
|||||||||||||||||||||||||||
Monterubello and companies controlled by Monterubello or its shareholders, Zegna directors or senior management |
||||||||||||||||||||||||||||||||||||
Monterubello |
— | — | 10,923 | — | — | — | — | — | — | |||||||||||||||||||||||||||
G. Schneider S.p.A. |
12 | — | — | — | 516 | 18 | — | — | 323 | |||||||||||||||||||||||||||
Agnona S.r.l. |
642 | — | — | — | 122 | — | — | — | — | |||||||||||||||||||||||||||
PKB Privatbank AG |
— | — | — | 5,000 | — | — | — | 5,000 | — | |||||||||||||||||||||||||||
Disposition entities (4) |
248 | — | — | — | 1,248 | — | — | — | — | |||||||||||||||||||||||||||
Other companies controlled by Monterubello or its shareholders, Zegna directors or senior management (5) |
13 | — | — | — | 242 | 2 | 94 | — | 51 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total Monterubello and companies controlled by Monterubello or its shareholders, Zegna directors or senior management |
915 |
— |
10,923 |
5,000 |
2,128 |
20 |
94 |
5,000 |
374 |
|||||||||||||||||||||||||||
Other related parties connected to directors and shareholders |
500 |
— |
— |
— |
171 |
— |
— |
2,146 |
61 |
|||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Total originating from related parties |
22,413 |
1,497 |
10,923 |
5,000 |
2,706 |
23,473 |
1,292 |
7,146 |
571 |
|||||||||||||||||||||||||||
Total for Zegna Group |
160,360 |
375,752 |
68,773 |
639,033 |
389,656 |
138,829 |
399,426 |
779,690 |
294,326 |
(1) |
On December 20, 2021, the Group announced that the Zegna family decided to grant a Euro 1,500 special gift to each employee of the Zegna group, amounting to a total of Euro 10,916 thousand, as a result of the Company becoming listed on a public stock exchange. The gift was paid to employees in February 2022. Monterubello agreed to reimburse the cost incurred by the Group as an equity contribution, which was received in February 2022. |
(2) |
Includes non-current borrowings at December 31, 2021 and non-current borrowings and other non-current financial liabilities at December 31, 2020. |
(3) |
Includes trade payables and customer advances, employee benefits and other current liabilities. |
(4) |
Disposition entities includes Alan Real Estate S.A., EZ Real Estate S.r.l and 61 West 23rd Street LLC |
(5) |
Includes transactions with Finissaggio e Tintoria Ferraris S.p.A., Achill Station Pty Ltd., and Pettinatura di Verrone S.r.l. |
(Euro thousands) |
Key Management Personnel |
Outstanding Balance |
||||||||||||||||||||||||||||||||||||||
Short-term employee benefits (1) |
Post- employment benefits |
Other long- term benefits |
Share-based payments |
Dividends |
Purchase of investments (2) |
Employee benefits |
Other non- current financial liabilities(3) |
Other current liabilities |
Non-current financial assets |
|||||||||||||||||||||||||||||||
2021 |
16,853 | 4,012 | 8,702 | 14,012 | — | — | 12,865 | 135,726 | 7,990 | 2,219 | ||||||||||||||||||||||||||||||
2020 |
9,414 | 736 | — | (9,975 | ) | 1,116 | — | 538 | 198,046 | 991 | — | |||||||||||||||||||||||||||||
2019 |
11,790 | 956 | — | 1,016 | 1,465 | 1,762 | 526 | 214,389 | 1,193 | — |
(1) |
Includes corporate bodies fees, consultancy fees and personnel compensation. |
(2) |
Relates to the acquisition of Thom Browne. |
(3) |
Primarily relates to liabilities on put contracts entered into as part of the Group’s investments in Thom Browne and Lanificio. |
a. | 55,433 shares (2,771,650 shares following the Share Split) of the Company together with an option that entitles the CEO to sell back to the Company the same shares at their market price. For 25,988 shares of the shares attributed (1,299,400 shares following the Share Split) there were no specific conditions to be satisfied for the sale right to be exercised; and |
b. | The right to buy a maximum number of 15,832 shares (791,600 shares following the Share Split) in the Company at a price of Euro 186.50 per share (Euro 3.73 per share following the Share Split) and the right to convert part of his fixed remuneration in the Company’s shares at the same price, together with the right to sell those shares back to the Company at their market price. Such rights vested immediately and can be exercised directly by the CEO in case of an initial public offering of the Company’s shares, a sale to third parties of whole or part of the Company’s shares or by the CEO’s heirs under the circumstances of either his death or medically ascertained mental or severe physical disablement. |
a. | Up to a maximum of 2,520,000 performance share units (“ PSUs 30%-40% based on the historical and implied volatility of a group of comparable companies, (iii) risk free rate: 0%. |
b. | The right to buy a maximum number of 15,832 shares (791,600 shares following the Share Split) in the Company for a purchase price of Euro 186 per share (Euro 3.72 per share following the Share Split) (“ CEO Stock Options |
c. | The right to convert all or part of the CEO’s fixed remuneration in the Company’s shares (“ Remuneration in shares |
d. | 600,000 PSUs (“ CEO IPO LTI |
• | 240,000 PSUs vest upon the satisfaction of the following conditions: (i) a public listing of the Company’s shares, and (ii) a Company share price of at least $11.50 for consecutive trading days following the public listing and before December 31, 2023, and |
• | 360,000 PSUs vest upon the satisfaction of the following conditions: (i) a public listing of the Company’s shares, (ii) a Company share price of at least $12.50 for consecutive trading days following the public listing and before December 31, 2023, and (iii) the CEO’s continued service with the Company from the award grant date until December 31, 2023. |
• | 450,000 PSUs vest upon the satisfaction of the following conditions: (i) a public listing of the Company’s shares before December 31, 2021 and, (ii) a Company share price of at least $11.50 for consecutive trading days following the public listing and before December 31, 2023, and |
• | 450,000 PSUs vest upon the satisfaction of the following conditions: (i) a public listing of the Company’s shares before December 31, 2021, (ii) a Company share price of at least $12.50 for consecutive trading days following the public listing and before December 31, 2023, and (iii) the recipient’s continued employment with the Company from the award grant date until December 31, 2023. |
43. |
Notes to consolidated cash flow statement |
44. |
Subsequent events |
Exhibit 1.1
UNOFFICIAL ENGLISH TRANSLATION
ARTICLES OF ASSOCIATION
of:
Ermenegildo Zegna N.V.
with corporate seat in Amsterdam
dated 17 December 2021
1 DEFINITIONS AND INTERPRETATION. | ||
1.1 Definitions. | ||
In these articles of association, the following terms have the following meaning: | ||
Affiliates : |
with respect to any Person, any Person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with another Person, with control meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the holding of shares with voting rights, by contract or otherwise; provided that (i) members of the IIAC Sponsor Group, on the one hand, and the Company, on the other hand, shall not be Affiliates of each other for purposes of this definition and (ii) with respect to IIAC Sponsor, Affiliates shall include investment funds or special purpose vehicles managed or owned by any Affiliates of the IIAC Sponsor; | |
Annual Accounts : |
the Companys annual accounts as referred to in article 2:361 BW; | |
Board : |
the Companys board of directors; | |
Board Regulations : |
the regulations adopted by the Board as referred to in article 8.1.6 of these articles of association; | |
BW : |
the Dutch Civil Code (Burgerlijk Wetboek); | |
Chief Executive Officer : |
the Executive Director designated as chief executive officer; | |
Chairperson : |
the Director designated as Chairperson; | |
Company : |
Ermenegildo Zegna N.V.; | |
Director : |
an Executive Director or a Non-Executive Director; | |
Executive Director : |
a member of the Board designated as executive director having responsibility for directing the day-to-day affairs; |
General Meeting : |
the corporate body that consists of Shareholders and all other Persons with Meeting Rights, or the meeting in which Shareholders and all other Persons with Meeting Rights assemble; | |
Group Company : |
a Companys group company as referred to in article 2:24b BW; | |
Hedged Positions : |
the hedging positions and arrangements that effectively transfer IIAC Sponsors or its Affiliates economic interest in the Company to a third party (e.g., forward sale contracts); provided that the definition of Hedged Positions shall not include hedging positions and arrangements (i) in which IIAC Sponsors or its Affiliates economic interest in the Company is retained (e.g., pledges, margin loans), (ii) that minimize exposure to certain risks independent of the business operations of the Company (e.g., currency exchange swaps), or (iii) that marginally cap or limit IIAC Sponsors and its Affiliates upside or downside risk while maintaining material economic exposure (e.g., puts, calls and collars) as determined by the Board and IIAC Sponsor in good faith; | |
IIAC Sponsor : |
Investindustrial Acquisition Corp. L.P., an English limited partnership; | |
IIAC Sponsor Group : |
the IIAC Sponsor and its Affiliates; | |
IIAC Sponsor Nominee : |
the Non-Executive Director appointed by the General Meeting at the binding nomination of the IIAC Sponsor as referred to in article 8.2.1 of these articles of association, if applicable; | |
Lead Non-Executive Director : |
the Non-Executive Director designated as lead non-executive director and who shall serve as the chair of the Board, or Voorzitter, as referred to under Dutch law; | |
Loyalty Register : |
the register as referred to in article 7.1.2 of these articles of association; | |
Management Report : |
the Companys management report as referred to in article 2:391 BW; |
Market Disruption Event : |
with respect to any date, (i) the failure by NYSE or, if the Ordinary Shares are not then listed on the NYSE, the principal United States national or regional securities exchange on which the Ordinary Shares are then listed, or, if the Ordinary Shares are not then listed on a United States national or regional securities exchange, the principal other market on which the Ordinary Shares are then traded, to open for trading during its regular trading session on such date; or (ii) the occurrence or existence, for more than two consecutive hours of trading or during the one-half hour period before the close of trading in that market, of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Ordinary Shares or in any options contracts, warrants or futures contracts relating to the Ordinary Shares; | |
Meeting Rights : |
the right, either in person or by proxy authorized in writing, to attend and address the General Meeting; | |
Minimum Holding Requirement : |
the beneficial ownership, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, of at least five percent (5%) of the issued and outstanding Ordinary Shares by the IIAC Sponsor Group, excluding (i) any Hedged Positions as evidenced by the IIAC Sponsor in writing and (ii) any Ordinary Shares held in escrow to the extent such Ordinary Shares have not been released from escrow to the applicable IIAC Sponsor Group member pursuant to an agreement between the Company, the IIAC Sponsor Group and any applicable third parties; | |
Non-Executive Director : |
each member of the Board designated as non-executive director and having oversight responsibilities but not responsibility to manage the day-to-day affairs of the Company; | |
NYSE : |
New York Stock Exchange; | |
Ordinary Share : |
an ordinary share in the Companys share capital; | |
Person : |
a natural person, partnership, company, corporation, association with or without legal personality, cooperative, mutual insurance society, foundation, trust, joint venture or any other similar entity, whether or not a legal entity; |
Persons with Meeting Rights : |
Shareholders, holders of a right of usufruct with Meeting Rights and holders of a right of pledge with Meeting Rights; | |
Persons with Voting Rights : |
Shareholders with voting rights, holders of a right of usufruct with voting rights and holders of a right of pledge with voting rights; | |
Proceeding : |
any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, or any appeal in that regard or any inquiry or investigation that could lead to such an action, suit or proceeding; | |
Record Date : |
the twenty-eighth day prior to the date of a General Meeting, or such other day as prescribed by Dutch law; | |
Shareholder : |
a holder of one or more Shares; | |
Share : |
an Ordinary Share or a Special Voting Share; | |
Special Capital Reserve : |
the separate reserve to be exclusively maintained by the Company to facilitate any issuance, conversion or cancellation of Special Voting Shares; | |
Special Voting Share : |
a Special Voting Share A, a Special Voting Share B or a Special Voting C; | |
Special Voting Share A : |
a class A special voting share in the Companys share capital; | |
Special Voting Share B : |
a class B special voting share in the Companys share capital; | |
Special Voting Share C : |
a class C special voting share in the Companys share capital; | |
SVS Foundation : |
Stichting Ermenegildo Zegna SVS; | |
SVS Terms : |
the general terms and conditions applicable to the Special Voting Shares, as amended from time to time; | |
Subsidiary : |
a subsidiary of the Company as referred to in article 2:24a BW; and | |
Trading Day : |
a day on which (i) there is no Market Disruption Event; and (ii) trading in the Ordinary Shares generally occurs on the NYSE or, if the Ordinary Shares are not then listed on the NYSE, the principal United States national or regional securities exchange on which the Ordinary Shares are then listed or, if the Ordinary Shares are not then listed on a United States national or regional securities exchange, on the principal other market on which the Ordinary Shares are then traded. |
1.2 | Construction. |
Any reference to a gender includes all genders, and any defined term in the singular includes the plural.
2 | NAME, CORPORATE SEAT AND OBJECTS. |
2.1 | Name. Corporate seat. |
2.1.1 | The name of the Company is Ermenegildo Zegna N.V. |
2.1.2 | Its corporate seat is in Amsterdam, the Netherlands. |
2.1.3 | The place of effective management of the Company shall be in Italy. |
2.2 | Objects. |
2.2.1 | The Companys objects are: |
(a) | to incorporate, participate in and conduct the management of other companies and enterprises, including companies and enterprises operating in the (high-end) fabrics and clothing market; |
(b) | to acquire, dispose of, manage, lease and utilize real property, personal property and other goods, including patents, trademark rights, licenses, permits and other industrial property rights; |
(c) | to borrow, lend and raise funds, including the issue of bonds, promissory notes or other financial instruments and to enter into agreements in connection with aforementioned activities as well as to acquire, invest, trade, hold and dispose of (foreign) currencies, securities and other financial instruments; |
(d) | to grant guarantees, bind the Company and to pledge or otherwise encumber its assets for obligations of the Company, Subsidiaries and third parties, |
and to perform all activities which are incidental to or which may be conducive to any of the foregoing.
3 | SHARE CAPITAL. |
3.1 | Share structure. |
3.1.1 | The authorised share capital of the Company amounts to eighteen million and seven hundred thousand euro (EUR 18,700,000) and is divided into: |
(a) | four hundred million (400,000,000) Ordinary Shares, each with a nominal value of two eurocents (EUR 0.02); |
(b) | two hundred million (200,000,000) Special Voting Shares A, each with a nominal value of two eurocents (EUR 0.02); |
(c) | fifty million (50,000,000) Special Voting Shares B, each with a nominal value of eight eurocents (EUR 0.08); and |
(d) | fifteen million (15,000,000) Special Voting Shares C, each with a nominal value of eighteen eurocents (EUR 0.18). |
3.1.2 | The Shares are registered and numbered consecutively, the Ordinary Shares from 1 onwards, the Special Voting Shares A from A1 onwards, the Special Voting Shares B from B1 onwards and the Special Voting Shares C from C1 onwards. |
3.1.3 | No share certificates shall be issued. |
3.2 | Issue of Shares. |
3.2.1 | Shares are issued pursuant to a resolution of the Board if the Board has been authorised to do so by a resolution of the General Meeting for a specific period with due observance of applicable statutory provisions. Such resolution of the General Meeting must state the maximum number of Shares that may be issued. |
The authorisation may be extended by specific consecutive periods with due observance of applicable statutory provisions. Unless otherwise stipulated at its grant, the authorisation may not be withdrawn.
3.2.2 | If and insofar as the Board is not authorised as referred to in article 3.2.1, the General Meeting may resolve to issue Shares at the proposal of the Board. |
3.2.3 | Articles 3.2.1 and 3.2.2 equally apply to a grant of rights to subscribe for Shares, but do not apply to an issue of Shares to a Person exercising a previously acquired right to subscribe for Shares. |
3.3 | Payment for Shares. |
3.3.1 | Ordinary Shares may only be issued against payment of the nominal value plus, if the Ordinary Shares are subscribed for at a higher amount, the difference between these amounts. Ordinary Shares are issued in accordance with articles 2:80, 2:80a and 2:80b BW. |
3.3.2 | Payment on Shares must be made in cash if no alternative contribution has been agreed. Payment other than in cash must be made in accordance with the provisions in article 2:94b BW. |
3.3.3 | Ordinary Shares issued to (i) current or former employees of the Company or of a Group Company, (ii) current or former Directors to satisfy an obligation of the Company under an equity compensation plan of the Company, and (iii) holders of a right to subscribe for Shares granted in accordance with article 3.2.3 may be paid-up at the expense of the reserves of the Company. |
3.3.4 | Payment may be made in a currency other than the euro subject to the Companys consent and in accordance with article 2:80a(3) BW. |
3.3.5 | The Board may perform legal acts as referred to in article 2:94 BW without the prior approval of the General Meeting. |
3.4 | Pre-emptive rights. |
3.4.1 | Upon the issue of Ordinary Shares, each holder of Ordinary Shares has a pre-emptive right in proportion to the aggregate amount of its Ordinary Shares. This pre-emptive right does not apply to: |
(a) | Ordinary Shares issued to employees of the Company or of a Group Company; |
(b) | Ordinary Shares issued against payment other than in cash; and |
(c) | Ordinary Shares issued to a Person exercising a previously acquired right to subscribe for Ordinary Shares. |
Holders of Special Voting Shares do not have pre-emptive rights to acquire newly issued Ordinary Shares and no pre-emptive rights exist with respect to the issue of Special Voting Shares.
3.4.2 | The Board may resolve to restrict or exclude pre-emptive rights if and insofar as the Board has been authorised to do so by the General Meeting for a specific period with due observance of applicable statutory provisions. This designation may be extended by specific consecutive periods with due observance of applicable statutory provisions. Unless otherwise stipulated at its grant, the authorisation may not be withdrawn. |
3.4.3 | If and insofar as the Board is not authorised as referred to in article 3.4.2, pre-emptive rights may be limited or excluded by a resolution of the General Meeting at the proposal of the Board. |
A resolution of the General Meeting to limit or exclude pre-emptive rights and a resolution to authorise the Board as referred to in article 3.4.2 requires a two/thirds majority of the votes cast if less than half of the issued share capital is represented at a General Meeting.
3.4.4 | Subject to article 2:96a BW, when adopting a resolution to issue Ordinary Shares, the General Meeting or the Board determines how and during which period these pre-emptive rights may be exercised. |
3.4.5 | This article applies equally to a grant of rights to subscribe for Ordinary Shares. |
3.5 | Joint ownership. |
3.5.1 | The Persons entitled to a joint ownership of Shares may only be represented vis-à-vis the Company by one Person jointly designated by them in writing for that purpose. |
The Board may, whether or not subject to certain conditions, grant an exemption from the first sentence of this article 3.5.1.
4 | OWN SHARES AND CAPITAL REDUCTION. |
4.1 | Share repurchase. Disposal of Shares. |
4.1.1 | The Company may repurchase Shares against payment if and insofar as the General Meeting has authorised the Board to do so and with due observance of other applicable statutory provisions. This authorisation may be valid for repurchases from time to time for a specific period with due observance of applicable statutory provisions. The General Meeting determines in its authorisation how many Shares the Company may repurchase, in what manner and at what price range. Repurchase by the Company of partially paid-up Shares is null and void. |
4.1.2 | The authorisation of the General Meeting as referred to in article 4.1.1 is not required if the Company repurchases fully paid-up Ordinary Shares for the purpose of transferring these Ordinary Shares to employees of the Company or of a Group Company under any applicable equity compensation plan, provided that those Ordinary Shares are included in the price list of a stock exchange. |
4.1.3 | Any disposal of Shares held by the Company will require a resolution of the Board. Such resolution shall also stipulate any conditions of the disposal. |
4.1.4 | For the purposes of article 2:98(3) BW, the relevant balance sheet will be the most recent balance sheet adopted by either the General Meeting, as included in the most recently adopted Annual Accounts or as adopted by separate resolution at the proposal of the Board, or by the Board. |
4.2 | Capital reduction. |
4.2.1 | The General Meeting shall have the authority to pass a resolution to reduce the issued share capital by: |
(a) | cancelling (i) Shares which the Company holds in its own share capital or (ii) all issued Special Voting Shares of any class; or |
(b) reducing the nominal value of the Shares by means of an amendment to these articles of association.
The resolution shall state the Shares to which the resolution relates and how the resolution will be implemented.
4.2.2 | Subject to article 4.2.3, a resolution to reduce the share capital shall require a simple majority of the votes cast in a General Meeting, provided, however, that such resolution shall require a majority of at least two/thirds of the votes cast in a General Meeting if less than half of the issued capital is represented at the meeting. |
4.2.3 | A resolution to cancel all issued Shares of a class of Special Voting Shares shall be subject to approval of the meeting of holders of such class of Special Voting Shares. |
4.2.4 | Cancellation of a class of Special Voting Shares shall take place without repayment of the nominal value of the class of Special Voting Shares, which nominal value shall be added to the Special Capital Reserve. |
4.2.5 | The reduction of the nominal value of any class of Shares, with or without repayment, must be made pro rata on all Shares concerned. Any reduction of the nominal value of Special Voting Shares shall take place without repayment. |
4.2.6 | A reduction of the issued capital of the Company is furthermore subject to the provisions of sections 2:99 and 2:100 BW. |
5 | SPECIAL VOTING SHARES. |
5.1 | Option right SVS Foundation. |
5.1.1 | The SVS Foundation has the right to subscribe for a number of Special Voting Shares A, Special Voting Shares B and Special Voting Shares C included in the Companys authorised share capital from time to time. |
5.1.2 | Pursuant to article 5.2.3, Special Voting Shares issued to the SVS Foundation are paid-up out of the Special Capital Reserve. |
5.1.3 | The Board may implement article 5.1.1 in further detail by means of an agreement, instrument or otherwise and the terms of such implementation may be amended by the Board. |
5.2 | Provisions concerning Special Voting Shares. |
5.2.1 | If the provisions concerning Special Voting Shares as included in this article 5.2 conflict with any other provisions of these articles of association, this article 5.2 will prevail. |
5.2.2 | The Board shall adopt the SVS Terms governing the general terms and conditions applicable to the Special Voting Shares. These SVS Terms may be amended pursuant to a resolution by the Board, provided, however, that any not merely technical amendment that is material to shareholders which are registered in the Loyalty Register will be subject to approval of the General Meeting, unless such amendment is required to ensure compliance with applicable laws and/or stock exchange rules. |
5.2.3 | The Company shall maintain the Special Capital Reserve exclusively for the purpose of facilitating any issuance, conversion or cancellation of Special Voting Shares. The amounts required to maintain the Special Capital Reserve will solely be charged against the Companys share premium reserve. Without prejudice to the next sentence, no distribution shall be made from the Special Capital Reserve. The Board shall be authorised to resolve upon (i) any distribution out of the Special Capital Reserve to pay up Special Voting Shares or (ii) re-allocation of amounts to credit or debit the Special Capital Reserve against or in favour of the Companys share premium reserve. |
5.2.4 | Each Special Voting Share A can be converted into one Special Voting Share B and each Special Voting Share B can be converted into one Special Voting Share C. Each Special Voting Share A or Special Voting Share B will be automatically converted into one Special Voting Share B or one Special Voting Share C, respectively, upon the issuance of a conversion statement by the Company, on the terms contained in the conversion statement. The Company will issue such conversion statement if and when a Shareholder is entitled to Special Voting Shares B or Special Voting Shares C, all as set out in more detail in the SVS Terms. The difference in the nominal value upon the conversion of a Special Voting Share A into a Special Voting Share B and upon the conversion of a Special Voting Share B into a Special Voting Share C will solely be charged against the Special Capital Reserve. |
6 | TRANSFER OF SHARES. |
6.1 | Transfer of Shares. |
6.1.1 | The transfer of a Share requires a deed executed for that purpose and, save in the event that the Company itself is a party to the transaction, written acknowledgement by the Company of the transfer. Service of notice of the transfer deed or of a certified notarial copy or extract of that deed on the Company will be the equivalent of acknowledgement as stated in this article 6.1.1. |
6.1.2 | Article 6.1.1 applies mutatis mutandis to the creation of a limited right on a Share, provided that a pledge may also be created without acknowledgement by or service of notice on the Company, in which case article 3:239 BW applies and acknowledgement by or service of notice on the Company will replace the announcement referred to in article 3:239(3) BW. |
6.1.3 | For as long as Shares are listed on a regulated foreign stock exchange, the Board may resolve, with due observation of the Dutch statutory requirements, that articles 6.1.1 and 6.1.2 shall not apply to the Shares that are registered in the part of the shareholders register which is kept outside the Netherlands by a registrar appointed by the Board for the purpose of the listing on such foreign stock exchange and that the property law aspects of such Shares shall be governed by the law of the state of establishment of such stock exchange or by the law of the state in which deliveries and other legal acts under property law relating to the Shares can or must be made with the consent of such stock exchange. |
7 | SHAREHOLDERS REGISTER AND LIMITED RIGHTS ON SHARES. |
7.1 | Shareholders register. Loyalty Register. |
7.1.1 | The Board must keep a shareholders register and the Board may appoint a registrar to keep the register on its behalf. The register must be regularly updated. |
7.1.2 | Each Shareholders name, address and further information as required by Dutch law or considered appropriate by the Board are recorded in the shareholders register. Holders of Ordinary Shares who have requested to become eligible to obtain Special Voting Shares in accordance with the SVS Terms, will be recorded in the loyalty register, a separate part of the shareholders register with their names, addresses, the entry date, the total number of Ordinary Shares in respect of which a request is made and, when issued, transferred or converted, the total number and class of Special Voting Shares held. |
7.1.3 | The shareholders register may be kept in several copies and in several places. Part of the register may be kept outside the Netherlands to comply with applicable local law or pursuant to stock exchange rules. |
7.1.4 | If a Shareholder so requests, the Board will provide such Shareholder, free of charge, with written evidence of the information in the shareholders register concerning the Shares registered in the Shareholders name. |
7.1.5 | The provisions in articles 7.1.2 and 7.1.4 equally apply to holders of a right of usufruct or right of pledge on one or more Shares, with the exception of a holder of a right of pledge created without acknowledgement by or service of notice to the Company. |
7.2 | Right of Pledge. |
7.2.1 | Ordinary Shares may be pledged and Special Voting Shares may not be pledged. |
7.2.2 | If an Ordinary Share is encumbered with a right of pledge, the voting rights attached to that Ordinary Share shall vest in the Shareholder, unless at the creation of the pledge the voting rights have been granted to the holder of the right of pledge. Holders of a right of pledge with voting rights have Meeting Rights. |
7.2.3 | Holders of Ordinary Shares who as a result of a right of pledge do not have voting rights have Meeting Rights. Holders of a right of pledge without voting rights do not have Meeting Rights. |
7.3 | Right of Usufruct. |
7.3.1 | A right of usufruct may be created on Shares. |
7.3.2 | If a right of usufruct has been created on an Ordinary Share, the Shareholder has the voting rights attached to that Ordinary Share, unless at the creation of the usufruct the voting rights were granted to the holder of the right of usufruct. |
7.3.3 | If a right of usufruct has been created on a Special Voting Share, the voting rights may not be granted to the holder of the right of usufruct. |
7.3.4 | Holders of a right of usufruct without voting rights do not have Meeting Rights. |
8 | MANAGEMENT: ONE-TIER BOARD. |
8.1 | Board: composition and division of tasks. |
8.1.1 | The Company is managed by the Board. The Board consists of one (1) or more Executive Directors and one (1) or more Non-Executive Directors. The Board determines the number of Executive Directors and Non-Executive Directors, provided that the majority of the Board will consist of Non-Executive Directors. |
8.1.2 | The Board will designate: |
(a) | one of the Executive Directors as Chief Executive Officer, provided that when there is only one Executive Director in office, such Executive Director shall automatically be the Chief Executive Officer; and |
(b) | one of the Non-Executive Directors as Lead Non-Executive Director. |
The Board may grant the title Chairperson to any individual Director, whether Executive Director or Non-Executive Director, including the Chief Executive Officer.
The Board may grant the title vice-chairperson to one of its Non-Executive Directors. If the Lead Non-Executive Director is absent or unable to act, the vice-chairperson, or another Non-Executive Director designated by the Board, is entrusted with the duties of the Lead Non-Executive Director allocated to him by the Board.
The Board may grant Directors such (additional) titles as the Board deems appropriate and the Board may revoke titles granted to Directors at any time.
8.1.3 | The Executive Directors are primarily responsible for all day-to-day operations of the Company. |
8.1.4 | The Non-Executive Directors amongst others oversee (i) the Executive Directors policy and performance of duties and (ii) the Companys general affairs and its business, and render advice and direction to the Executive Directors. The Non-Executive Directors furthermore perform any duties allocated to them under or pursuant to Dutch law or these articles of association. The Executive Directors shall timely provide the Non-Executive Directors with the information they need to carry out their duties. |
8.1.5 | The Executive Directors and the Non-Executive Directors shall jointly be responsible for the strategic management of the Company. |
8.1.6 | With due observance of these articles of association, the Board shall adopt regulations dealing with its internal organisation, the manner in which decisions are taken, the place and manner in which Board meetings are held, the composition, the duties and organisation of committees of the Board and any other matters concerning the Board, the Executive Directors, the Non-Executive Directors and committees established by the Board. |
8.1.7 | The Board may allocate its duties and powers among the Directors and the committees of the Board in or in accordance with the Board Regulations or otherwise in writing, provided that the following duties and powers may not be allocated to the Executive Directors: |
(a) | oversight of the performance of the Executive Directors; |
(b) | making a nomination pursuant to article 8.2.1; |
(c) | determining an Executive Directors remuneration; and |
(d) | instructing an auditor in accordance with article 10.2.2. |
8.1.8 | Directors may adopt legally valid resolutions with respect to matters that fall within the scope of the duties allocated to them in or on the basis of the Board Regulations. |
8.2 | Board: appointment, suspension and dismissal. |
8.2.1 | Directors will be appointed by the General Meeting on a binding nomination by the Board, provided that one (1) Non-Executive Director, the IIAC Sponsor Nominee, will be appointed on a binding nomination by the IIAC Sponsor if at the time of the convocation of the relevant General Meeting the IIAC Sponsor Group satisfies the Minimum Holding Requirement. |
The nomination of the IIAC Sponsor Nominee is subject to approval of the Board if such IIAC Sponsor Nominee had not previously served as Director.
8.2.2 | A nomination in accordance with article 8.2.1 will state whether a Person is nominated for appointment as Executive Director or Non-Executive Director. |
8.2.3 | The binding nomination right of the IIAC Sponsor referred to in article 8.2.1 will lapse with immediate effect if the IIAC Sponsor Group fails to satisfy the Minimum Holding Requirement and such failure continues for a period of twenty (20) Trading Days from the date on which any member of the IIAC Sponsor Group had knowledge of such failure; provided, that this cure period of twenty (20) Trading Days will be available to the IIAC Sponsor Group only if the failure of the Minimum Holding Requirement was not caused in whole or in part by any sale or transfer of Ordinary Shares by any member of the IIAC Sponsor Group. Upon the termination of the binding nomination right in accordance with this article 8.2.3, the IIAC Sponsor Nominee or any temporary Director replacing the IIAC Sponsor Nominee, if applicable, will resign from the Board with immediate effect at the request of the Board. |
8.2.4 | The General Meeting may at all times overrule a binding nomination for the appointment of a Director by a simple majority of the votes cast, representing more than one/third of the issued share capital. If a majority of the votes is cast in favour of overruling the binding nomination, but that majority does not represent more than one/third of the issued share capital, a new General Meeting may be convened at which the resolution to overrule the binding nomination may be adopted by a simple majority of the votes cast, regardless of the issued share capital represented by that majority. |
In the event the binding nomination for the appointment of any Director other than the IIAC Sponsor Nominee is overruled, the Board may make a new binding nomination to fill the vacancy. In the event that also this binding nomination is overruled, the General Meeting shall be free to appoint a Director to fill the vacancy.
In the event the binding nomination for the appointment of the IIAC Sponsor Nominee is overruled, the IIAC Sponsor may make a new binding nomination to fill the vacancy in accordance with article 8.2.1.
A second General Meeting as referred to in article 2:120(3) BW cannot be convened for the purpose of this article.
8.2.5 | A Director will be appointed for a term ending at the close of the first annual General Meeting following his appointment. A Director may be reappointed with due observance of the preceding sentence. The term for appointment as referred to in the first sentence of this article may be deviated from by the General Meeting at the proposal of the Board. |
8.2.6 | The General Meeting may at all times suspend or dismiss a Director. A resolution to suspend or dismiss a Director requires a two/thirds majority of the votes cast, representing more than half of the issued share capital, or, if such resolution is proposed by the Board, a simple majority of the votes cast, representing more than one/third of the issued share capital. |
A second General Meeting as referred to in article 2:120(3) BW cannot be convened. The Board may at all times suspend an Executive Director.
For so long as that the IIAC Sponsor Group satisfies the Minimum Holding Requirement at such time, the IIAC Sponsor may request in writing that the Board proposes the suspension or dismissal of the IIAC Sponsor Nominee at any time and the Board will be required to do so accordingly.
8.2.7 | A suspension may be extended one (1) or more times, but may not last longer than three (3) months in aggregate. If at the end of that period, no decision has been taken on termination of the suspension or on removal, the suspension shall end. A suspension can be terminated by the General Meeting at any time. |
If the seat of an Executive Director is vacant or upon the inability of an Executive Director to act, the
remaining Executive Director or Executive Directors shall temporarily be entrusted with the executive management of the Company; provided that the Board may, however, provide for a temporary replacement. If the seats of all Executive Directors are vacant or upon the inability of all Executive Directors to act or
the sole Executive Director, as the case may be, the executive management of the Company shall temporarily be entrusted to the Non-Executive Directors, provided that the Board may, however, provide for one or
more temporary replacements. If the seat of a Non-Executive Director is vacant or upon the inability
of a Non-Executive Director to act, the remaining Non-Executive Director or Non-Executive Directors shall
temporarily be entrusted with the performance of the duties and the exercise of the authorities of that Non-Executive Director; provided that the Board may, however, provide for a temporary replacement.
If the seats of all Non-Executive Directors or all Directors are vacant
or upon inability of all Non-Executive Directors or all Directors to act, as the case may be, the Board may provide for one or more temporary replacements, and if the Board has not provided for such temporary
replacement, the General Meeting shall be authorised to temporarily entrust the performance of the duties and the exercise of the authorities of the Non-Executive Directors on the Board or the Directors, as
the case may be, to one or more other individuals. In absence of all Non-Executive Directors or all Directors, the Person or Persons designated by the Board or the General Meeting, as referred to in the
previous sentence, shall proceed with the required measures to fill the vacancies without delay. If, for the purposes of this article 8.2.8, the seat of the IIAC Sponsor Nominee is vacant or the IIAC Sponsor
Nominee is unable to act, provided that the IIAC Sponsor Group satisfies the Minimum Holding Requirement at such time, the IIAC Sponsor may request in writing that the Board replace such IIAC Sponsor Nominee by a temporary replacement nominated in
writing by the IIAC Sponsor, which nomination is subject to the approval of the Board in its discretion. The last sentence of article 8.2.3 applies mutatis mutandis. Without prejudice to the last sentence of article 8.2.8 under (e), a temporary replacement appointed in
accordance with this article 8.2.8 will hold office until the earlier of (i) his death, disability, retirement, resignation, disqualification or dismissal from the Board, (ii) the end of the next annual General Meeting or such General
Meeting convened earlier to fill the vacancy and (iii) such time as the vacancy, or inability of the Director, in respect of which he was appointed is resolved. A Director shall in any event be considered to be unable to act within the meaning of article 8.2.8:
during the Directors suspension; or
during periods when the Company has not been able to contact the Director (including as a result of illness),
provided that such period lasted longer than five consecutive days (or such other period as determined by the Board). Board: decision-making. The Board adopts its resolutions by a simple majority of the votes cast in a meeting at which a majority of the
Directors entitled to vote is present or represented, unless the Board Regulations provide otherwise. Each Director may
cast one vote in the decision-making of the Board. Blank votes, abstentions and invalid votes are regarded as votes that have not been cast. In a tied vote, the proposal shall be rejected, unless the Board Regulations provide otherwise. A document stating that one or more resolutions have been adopted by the Board and signed by the Chairperson or
by the chairperson and secretary of the particular meeting constitutes valid proof of those resolutions. At a meeting of the Board, a Director may only be represented by another Director holding a proxy in writing or
in a reproducible manner by electronic means of communication. A Director shall not participate in the deliberations and decision-making process if such Director has a direct
or indirect personal conflict of interest with the Company and its associated business enterprise. If the Board is unable to adopt a resolution as a result of all Directors being unable to participate in the
deliberations and decision-making process due to a conflict of interest, the resolution may nevertheless be adopted by the Board and article 8.3.4 does not apply. The approval of the General Meeting is required for resolutions of the Board regarding an important change in
the identity or character of the Company or its associated business enterprise, including in any event: the transfer of the business enterprise, or practically the entire business enterprise, to a third party;
concluding or cancelling a long-lasting cooperation of the Company or a Subsidiary with another legal person or
company or as a fully liable general partner in a partnership, provided that the cooperation or cancellation is of material significance to the Company; and acquiring or disposing of a participating interest in the share capital of a company with a value of at least
one/third of the Companys assets, as shown in the consolidated balance sheet with explanatory notes according to the last adopted Annual Accounts, by the Company or a Subsidiary. For so long as the IIAC Sponsor Group satisfies the Minimum Holding Requirement, the affirmative vote of the
IIAC Sponsor Nominee is required for resolutions of the Board concerning the following matters: the making of a proposal to the General Meeting concerning the amendment of the articles of association which
adversely affects the rights of the IIAC Sponsor specifically, including, without limitation, articles 8.2.1, 8.2.3, 8.2.4, 8.2.6, 8.2.8(e) and 8.3.7 hereof;
the cessation or material alteration of the principal business of the Company, including a material change to
its corporate purpose, or change of jurisdiction of organization; the expansion of the Board to more than fifteen (15) Directors without granting the IIAC Sponsor the right
to nominate an additional Director to preserve its proportional representation; the dissolution or termination of any standing committee of the Board; the deregistration of the Company or delisting of the Ordinary Shares from the New York Stock Exchange; and
the making of a proposal to the General Meeting for the appointment or removal of the Companys
independent auditors, but only if the replacement is not from among Deloitte, Ernst & Young, KPMG or PricewaterhouseCoopers. Article 8.2.3 applies mutatis mutandis to the termination of the IIAC Sponsors right referred to in this article 8.3.7. The Executive Directors shall not participate in the deliberations and decision-making process regarding:
making a nomination pursuant to article 8.2.1; determining an Executive Directors remuneration; and instructing an auditor in accordance with article 10.2.2. Meetings of the Board can be held through telephone, videoconference or other means of electronic
communication. The Board may also adopt resolutions without holding a meeting, provided that such resolutions are adopted in
writing or in a reproducible manner by electronic means of communication, and all Directors entitled to vote consented to adopting the resolution without holding a meeting. Articles 8.3.4, 8.3.5, 8.3.6 and 8.3.8 apply mutatis mutandis to adoption by the Board of resolutions without holding a meeting. Board: remuneration. The Company shall have a policy or policies in respect of the remuneration of Executive Directors and Non-Executive Directors. This combined policy is, or these policies separately are, adopted by the General Meeting at the proposal of the Board. A resolution to adopt a remuneration policy requires a simple majority
of the votes cast. The remuneration of the Executive Directors is determined by the Board in accordance with the remuneration
policy adopted by the General Meeting. The remuneration of the Non-Executive Directors is determined by the Non-Executive Directors, which for the purpose of this
article 8.4.2 are considered a corporate body, in accordance with the remuneration policy adopted by the General Meeting. A proposal with respect to remuneration schemes for the Directors in the form of Shares or rights to subscribe
for Shares must be submitted by the Board to the General Meeting for its approval. This proposal states at least the maximum number of Shares or rights to subscribe for Shares that may be granted to Directors and the criteria for making and amending
such grants.
Representation. The Board and any Executive Director is authorised to represent the Company. The Board may authorise one or more Persons, whether or not employed by the Company, to represent the Company
on a continuing basis or authorise in a different manner one or more Persons to represent the Company. Indemnity. The Company shall indemnify any and all of its Directors, officers, former Directors, former officers and any
Person who may have served at its request as a director or officer of a Subsidiary, who were or are made a party or are threatened to be made a party to or are involved in a Proceeding, against any and all liabilities, damages, documented expenses
(including attorneys fees), financial effects of judgments, fines, penalties (including excise and similar taxes and punitive damages) and amounts paid in settlement in connection with such Proceeding by any of them. Such indemnification shall
not be deemed exclusive of any other rights to which those indemnified may be entitled otherwise. The Company shall reimburse costs and capital losses immediately on receipt of an invoice or another document
showing the costs or capital losses incurred by the indemnified Person, on the condition that the indemnified Person has undertaken in writing to repay these costs and reimbursements if a repayment obligation as referred to in this article 8.6
arises. Notwithstanding article 8.6.1, no indemnification shall be made (i) in respect of any claim, issue or
matter as to which such Person shall be adjudged by the competent court or, in the event of arbitration, by an arbiter, in a final and non-appealable decision, to be liable for gross negligence or willful
misconduct in the performance of such Persons duty to the Company or (ii) to the extent that the costs or the capital losses of the indemnified Person are paid by another party or covered by an insurance policy and the insurer has paid
out these costs or capital losses. The right to indemnification conferred in this article 8.6 shall include a right to be paid or reimbursed by
the Company for any and all reasonable and documented expenses incurred by any Person entitled to be indemnified under this article 8.6 who was, or is threatened, to be made a named defendant or respondent in a Proceeding in advance of the final
disposition of the Proceeding and without any determination as to such Persons ultimate entitlement to indemnification; provided, however, that such Person shall undertake to repay all amounts so advanced if it shall ultimately be determined
that such Person is not entitled to be indemnified under this article 8.6. The Company may take out liability insurance for the benefit of the indemnified Persons. The Board may further implement this article 8.6 in one or more agreements or otherwise. This article 8.6 may be amended without the consent of the indemnified Persons, but no amendment or repeal of
this article 8.6 shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any such amendment, modification or repeal.
GENERAL MEETINGS. General Meetings. General Meetings can be held in Amsterdam, Haarlemmermeer (Schiphol Airport), The Hague and Rotterdam.
The annual General Meeting shall be held each year, no later than six months after the end of the financial
year of the Company. The Board shall provide to the General Meeting any information it requests, unless this would be contrary to an
overriding interest of the Company. If the Board invokes an overriding interest, the reasons for this must be explained. General Meetings: convening meetings. General Meetings are convened by the Board. One or more holders of Shares and/or other Persons with Meeting Rights alone or jointly representing at least
the percentage of the issued share capital as required by Dutch law may request the Board in writing to convene a General Meeting, setting out in detail the matters to be discussed. If the Board has not taken the steps necessary to ensure that the
General Meeting could be held within the relevant statutory period after the request, the requesting Person(s) with Meeting Rights may, at its/their request, be authorised by the preliminary relief judge of the district court to convene a General
Meeting. General Meetings: notice of meetings and agenda. Notice of a General Meeting must be given by the Board with due observance of a notice period of at least such
number of days prior to the day of the meeting as required by Dutch law and in accordance with Dutch law. The Board may decide that the notice to a Person with Meeting Rights who agrees to an electronic notification
is replaced by a legible and reproducible message sent by electronic mail to the address indicated by such Person to the Company for such purpose. The notice convening a meeting is issued in accordance with Dutch law and by a public announcement in
electronic form which can be directly and continuously accessed until the General Meeting. An item requested in writing by one or more Shareholders and/or other Persons with Meeting Rights solely or
jointly representing at least the percentage of the issued share capital as required by Dutch law shall be included in the notice of the meeting or announced in the same manner, if the Company has received the request, including the reasons, no
later than on the day prescribed by Dutch law. Requests as meant in articles 9.2.2 and 9.3.4 may be submitted electronically. The Board may establish
conditions to requests referred to in the previous sentence, which conditions shall be posted on the website of the Company. General Meetings: attending meetings. The Board may determine that those Persons with Meeting Rights and those Persons with Voting Rights who are on
the Record Date for a General Meeting listed as such in a register designated for that purpose by the Board, are deemed Persons with Meeting Rights or Persons with Voting Rights, respectively, for that General Meeting, regardless of who is entitled
to the Shares at the time of the General Meeting. In order for a Person to be able to exercise Meeting Rights and the right to vote in a General Meeting, that
Person must notify the Company in writing of such Persons intention to do so no later than on the day and in the manner mentioned in the notice convening the General Meeting.
The Board may decide that Persons with Voting Rights may, within a period prior to the General Meeting to be
set by the Board, which period cannot begin prior to the Record Date, cast their votes electronically or by means of a letter in a manner to be decided by the Board. Votes cast in accordance with the previous sentence are equal to votes cast at the
meeting. The Board may decide that each Person with Meeting Rights has the right, in person or represented by a written
proxy, to take part in, address and, to the extent such Person is entitled to vote, to vote at the General Meeting using electronic means of communication, provided that such Person can be identified via the same electronic means and is able to
directly observe the proceedings and, to the extent such Person is entitled to vote, to vote at the meeting. The Board may establish conditions to the use of the electronic means of communication, provided that these conditions are reasonable and
necessary for the identification of the Person with Meeting Rights and for the reliability and security of the communication. The conditions must be included in the notice convening the meeting and be published on the Companys website.
Directors are authorised to attend the General Meeting, in person or by electronic means of communication, and
have an advisory vote at the General Meeting. The chairperson of the General Meeting decides on all matters relating to admission to the General Meeting. The
chairperson of the General Meeting may admit third parties to the General Meeting. The Company may direct that any Person, before being admitted to a General Meeting, identify himself by means
of a valid passport or other means of identification and/or should be submitted to such security arrangements as the Company may consider to be appropriate under the given circumstances. The General Meeting may be conducted in a language other than the Dutch language, if so determined by the
chairperson of the General Meeting. General Meetings: order of discussion, minutes. The General Meeting is chaired by the Chairperson or in his absence by the Lead
Non-Executive Director. If both the Chairperson and the Lead Non-Executive Director are absent, the General Meeting is chaired by one of the other Directors or any other
Person designated for that purpose by the Board. The chairperson of the General Meeting appoints the secretary of the General Meeting. The chairperson of the General Meeting determines the order of discussion in accordance with the agenda and may
limit speaking time or take other measures to ensure that the meeting proceeds in an orderly manner. The chairperson of the General Meeting may chair the General Meeting by electronic means of communication. All issues relating to the proceedings at or concerning the meeting are decided by the chairperson of the
General Meeting. Minutes of the business transacted at the meeting must be kept by the secretary of the meeting, unless a
notarial record of the General Meeting is prepared. Minutes of a General Meeting are adopted and subsequently signed by the chairperson and the secretary of the General Meeting.
A written confirmation signed by the chairperson of the General Meeting stating that the General Meeting has
adopted a resolution constitutes valid proof of that resolution towards third parties. General Meetings: decision-making. Insofar Dutch law or these articles of association do not prescribe a larger majority, the General Meeting
adopts resolutions by a simple majority of votes cast. Each Ordinary Share confers the right to cast one (1) vote. Each Special Voting Share A confers the rights
to cast one (1) vote, each Special Voting Share B confers the right to cast four (4) votes and each Special Voting Share C confers the right to cast nine (9) votes. Blank votes, abstentions and invalid votes are regarded as votes that have not been cast. No vote may be cast at the General Meeting for a Share held by the Company or one of its Subsidiaries or in
respect of a Share for which any of them holds the depository receipts. Holders of a right of usufruct or a right of pledge on Shares belonging to the Company or its Subsidiaries are not excluded from voting if the right of usufruct or the right of
pledge was created before the Share concerned belonged to the Company or one of its Subsidiaries. The Company or a Subsidiary may not cast a vote in respect of a Share on which it holds a right of usufruct or a right of pledge. When determining the
extent to which shareholders are entitled to vote, are present or represented, or to the extent to which the share capital is present or represented, no account shall be taken of shares in respect of which Dutch law or these articles of association
provide that not votes may be cast. The chairperson of the General Meeting determines the method of voting. The ruling by the chairperson of the General Meeting on the outcome of a vote is decisive.
In event of a tied vote, the proposal will be rejected. All disputes concerning voting for which neither Dutch law nor the articles of association provide a solution
are decided by the chairperson of the General Meeting. Meetings of holders of Shares of a specific class. Meeting of holders of Shares of a specific class will be held whenever the Board calls such meetings. The
provisions of this article 9 apply mutatis mutandis to the meeting of holders of Shares of a specific class, except as provided otherwise in this article 9.7. All resolutions of a meeting of holders of Shares of a specific class will be adopted by a simple majority of
the votes cast on Shares of the relevant class. With respect to a meeting of holders of Shares of a class which are not listed, the notice is sent no later
than on the sixth day prior to the day of the meeting and no record date applies. If at such meeting, all outstanding Shares of the relevant class are represented, valid resolutions can be adopted if the provisions of article 9.7.1 have not been
observed, provided that such resolutions are adopted with unanimous votes. FINANCIAL YEAR, ANNUAL REPORTING AND AUDITOR. Financial year. Annual reporting. The Companys financial year coincides with the calendar year.
Each year, within the statutory period, the Board shall prepare Annual Accounts. The Annual Accounts must be
accompanied by an auditors statement as referred to in article 10.2.1, the Management Report, and the additional information to the extent that this information is required. The Annual Accounts must be signed by all Directors. If the signature of one or more of them is missing, this
and the reasons for this must be disclosed. The Company shall ensure that the Annual Accounts, the Management Report and the additional information
referred to in article 10.1.2 are available at the Companys address from the day of the notice of the General Meeting at which they are to be discussed. The Persons with Meeting Rights may inspect these documents and obtain a copy free of charge. The Annual Accounts are adopted by the General Meeting. In the General Meeting where adoption of the Annual Accounts is discussed, a proposal to grant discharge to the
members of the Board may be discussed as a separate item on the agenda. Auditor. The General Meeting instructs a statutory auditor to audit the Annual Accounts in accordance with article
2:393(3) BW. The instruction may be given to a firm in which chartered accountants work together. The Board shall nominate an auditor for instruction. If the General Meeting fails to issue the instructions to the auditor, the Board is authorised to do so.
The instructions issued to the auditor may be revoked by the General Meeting and by the corporate body issuing
the instructions. The instructions may only be revoked for valid reasons and in accordance with article 2:393(2) BW. The auditor shall report the findings of the audit to the Board and present the results of the audit in a
statement on the true and fair view provided by the Annual Accounts. The Board may issue instructions (other than those referred to above) to the above auditor or to a different
auditor at the Companys expense. PROFIT, LOSS AND DISTRIBUTIONS. Profit and loss. Distributions on Shares. Distribution of dividends pursuant to this article 11.1 will take place after the adoption of the Annual
Accounts which show that the distribution is allowed. The Company may make distributions on Shares only to the extent that its shareholders equity exceeds the
sum of the paid-up and called-up part of the capital and the reserves which must be maintained by Dutch law or the articles of association. The Company shall maintain a separate dividend reserve for each class of Special Voting Shares. The Special
Voting Shares shall not carry any entitlement to any other reserve of the Company. Distributions from the dividend reserve of a class of Special Voting Shares shall be made exclusively to the holders of Special Voting Shares of that class in
proportion to the aggregate nominal value of their Special Voting Shares. Any distribution out of a Special Voting Shares dividend reserve or the partial or full release of any such reserve will require a prior proposal from the Board and a
resolution of the meeting of holders of the relevant class of Special Voting Shares.
The Board may determine that any amount out of the profit will be added to the reserves. The profits remaining thereafter shall first be applied to allocate and add to the dividend reserve for each
class of Special Voting Shares an amount equal to one percent (1%) of the aggregate nominal value of all issued and outstanding Special Voting Shares of that class. The profit remaining after application of article 11.1.5 will be at the disposal of the General Meeting.
The General Meeting may only resolve to make a distribution on Ordinary Shares in kind or in the form of
Ordinary Shares at the proposal of the Board. Subject to the other provisions of this article 11.1, the General Meeting may, at the proposal of the Board,
resolve to make distributions on Ordinary Shares from one or several reserves which the Company is not prohibited from distributing by virtue of Dutch law or the articles of association. For the purpose of calculating the amount of any distribution, Shares held by the Company will not be taken
into account. No distribution will be made on Ordinary Shares held by the Company, unless those Ordinary Shares are encumbered with a right of usufruct or a right of pledge. Interim distributions. The Board or the General Meeting at the proposal of the Board may resolve to make interim distributions on
Ordinary Shares if an interim statement of assets and liabilities shows that the requirement of article 11.1.2 has been met. Interim distributions may be made in cash, in kind or in the form of Ordinary Shares and be made from one or several
reserves which the Company is not prohibited from distributing by virtue of Dutch law or the articles of association The interim statement of assets and liabilities referred to in article 11.2.1 relates to the condition of the
assets and liabilities on a date no earlier than the first day of the third month preceding the month in which the resolution to distribute is published. This interim statement must be prepared on the basis of generally acceptable valuation methods.
The amounts to be reserved under Dutch law and the articles of association must be included in the statement of assets and liabilities. The statement must be signed by the Directors. If one or more of their signatures are missing, this absence and
the reason for this absence must be stated. Notices and payments. Any proposal for a distribution on Ordinary Shares must immediately be published by the Board in accordance
with the regulations of the stock exchange where the Ordinary Shares are officially listed at the Companys request. The notification must specify the date when and the manner in which the distribution will be payable orin the case of a
proposal for distributionis expected to be made payable. Distributions will be payable on the day determined by the Board. The Persons entitled to a distribution shall be the relevant Shareholders, holders of a right of usufruct on
Shares and holders of a right of pledge on Ordinary Shares, at a date to be determined by the Board for that purpose. This date shall not be earlier than the date on which the distribution was announced.
Distributions which have not been claimed upon the expiry of five years and one day after the date when they
became payable will be forfeited to the Company and will be carried to the reserves. The Board may determine that distributions on Shares will be made payable either in euro or in another
currency. AMENDMENT OF THE ARTICLES OF ASSOCIATION, DISSOLUTION AND LIQUIDATION. Amendments to these articles of association. Dissolution. Without prejudice to article 8.3.7(a), a resolution to amend these articles of association or to dissolve the
Company may only be adopted by the General Meeting at the proposal of the Board. If a proposal to amend these articles of association is to be submitted to the General Meeting, it shall be so
stated in the notice convening the meeting, and a copy of the proposal containing the text of the proposed amendment shall be made available at the Companys office for inspection by every Shareholder and other Person with Meeting Rights, from
the date of the notice convening the meeting until the conclusion of such General Meeting. Liquidation. If the Company is dissolved, the liquidation is carried out by the Board, unless the General Meeting resolves
otherwise at the proposal of the Board. These articles of association remain in force as long as possible during the liquidation.
The surplus assets of the Company remaining after satisfaction of its debts will be divided, in accordance with
the provisions of article 2:23b BW, as follows: firstly, the balance of the dividend reserve for each class of Special Voting Shares will be for the benefit of
the holders of Special Voting Shares of that class in proportion to the aggregate nominal value of the class of their Special Voting Shares; and secondly, the balance, if any, remaining after the payments referred to under (a) will be for the benefit
of the holders of Ordinary Shares in proportion to the aggregate nominal value of Ordinary Shares held by each of them. TRANSITIONAL PROVISIONS. Scenario I. Authorized share capital. Article 3.1.1 will be in force until the Board has deposited a statement with the Dutch Trade Register as referred to in articles 13.2 or 13.3.
If the Board has issued a statement as referred to in articles 13.2 or 13.3 but wishes to reinstate the original article 3.1.1, the Board will deposit a statement with the Dutch Trade Register to that effect, as a result of which that original
article 3.1.1 will be in force again, provided that the issued share capital of the Company as of depositing the statement aforementioned at least equals three million seven hundred and forty thousand euro (EUR 3,740,000) and does not exceed the
limits of the authorised share capital of the Company provided in article 3.1.1. Scenario II. Authorized share capital. In deviation of the provisions set out in article 3.1.1, if the issued share capital of the Company at least equals, or, as of depositing the
statement referred to in this article 13.2, will at least equal six million and eight hundred thousand euro (EUR 6,800,000) and does not, or, as of depositing the statement referred to in this article 13.2, will not exceed thirty-four million euro
(EUR 34,000,000), the Board may deposit a statement to that effect with the Dutch Trade Register, as a result of which article 3.1.1 will read as follows:
3.1.1 The authorised share capital of the Company amounts to thirty-four million euro (EUR
34,000,000) and is divided into: four hundred million (400,000,000) Ordinary Shares, each with a nominal value of two eurocents (EUR 0.02);
fifty million (50,000,000) Special Voting Shares A, each with a nominal value of two eurocents (EUR 0.02);
two hundred million (200,000,000) Special Voting Shares B, each with a nominal value of eight eurocents (EUR
0.08); and fifty million (50,000,000) Special Voting Shares C, each with a nominal value of eighteen eurocents (EUR 0.18).
Scenario III. Authorized share capital. In deviation of the provisions set out in article 3.1.1, if the issued share capital of the Company at least equals, or, as of depositing the
statement referred to in this article 13.3, will at least equal nine million and eight hundred thousand euro (EUR 9,800,000) and does not, or, as of depositing the statement referred to in this article 13.3, will not exceed forty-nine million euro
(EUR 49,000,000), the Board may deposit a statement with the Dutch Trade Register, as a result of which article 3.1.1 will read as follows: 3.1.1 The authorised share capital of the Company amounts to forty-nine million euro (EUR 49,000,000) and is divided into: four hundred million (400,000,000) Ordinary Shares, each with a nominal value of two eurocents (EUR 0.02);
fifty million (50,000,000) Special Voting Shares A, each with a nominal value of two eurocents (EUR 0.02);
fifty million (50,000,000) Special Voting Shares B, each with a nominal value of eight eurocents (EUR 0.08);
and two hundred million (200,000,000) Special Voting Shares C, each with a nominal value of eighteen eurocents (EUR
0.18). General Meeting resolutions outside a meeting. Until the day after the day on which these articles of association come into effect, the articles of association will have an article 9.6.8,
which will read as follows: The General Meeting may adopt any resolution which it may adopt at a General Meeting without holding a meeting,
provided that all Persons with Voting Rights have voted in favour of the proposals and the votes have been cast in writing or by electronic means of communication.
8.2.8 (a)
(b)
(c)
(d)
(e)
(f)
8.2.9
(a)
(b)
8.3
8.3.1
8.3.2
8.3.3
8.3.4
8.3.5
8.3.6
(a)
(b)
(c)
8.3.7
(a)
(b)
(c)
(d)
(e)
(f)
8.3.8
(a)
(b)
(c)
8.3.9
8.3.10
8.4
8.4.1
8.4.2
8.4.3
8.5
8.5.1
8.5.2
8.6
8.6.1
8.6.2
8.6.3
8.6.4
8.6.5
8.6.6
8.6.7
9
9.1
9.1.1
9.1.2
9.1.3
9.2
9.2.1
9.2.2
9.3
9.3.1
9.3.2
9.3.3
9.3.4
9.3.5
9.4
9.4.1
9.4.2
9.4.3
9.4.4
9.4.5
9.4.6
9.4.7
9.4.8
9.5
9.5.1
9.5.2
9.5.3
9.5.4
9.5.5
9.6
9.6.1
9.6.2
9.6.3
9.6.4
9.6.5
9.6.6
9.6.7
9.7
9.7.1
9.7.2
9.7.3
10
10.1
10.1.1
10.1.2
10.1.3
10.1.4
10.1.5
10.1.6
10.2
10.2.1
10.2.2
10.2.3
10.2.4
10.2.5
11
11.1
11.1.1
11.1.2
11.1.3
11.1.4
11.1.5
11.1.6
11.1.7
11.1.8
11.1.9
11.2
11.2.1
11.2.2
11.3
11.3.1
11.3.2
11.3.3
11.3.4
11.3.5
12
12.1
12.1.1
12.1.2
12.2
12.2.1
12.2.2
12.2.3
(a)
(b)
13
13.1
13.2
(a)
(b)
(c)
(d)
13.3
(a)
(b)
(c)
(d)
13.4
9.6.8
Exhibit 2.5
DESCRIPTION OF SECURITIES
REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT
As of December 31, 2021 Zegna had the following securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act):
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Ordinary Shares, nominal value 0.02 per share Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share | ZGN ZGN WS |
New York Stock Exchange New York Stock Exchange |
Capitalized terms used but not defined herein have the meanings given to them in Zegnas annual report on Form 20-F for the year ended December 31, 2021.
The following is a summary of material terms of Zegnas securities. It includes information relating to Zegnas securities, the Zegna Articles of Association, the Terms and Conditions of the Zegna Special Voting Shares, the Warrant Agreement and applicable Dutch law in effect at the date Zegnas annual report on Form 20-F for the year ended December 31, 2021. The summaries of the Zegna Articles of Association and the Terms and Conditions of the Zegna Special Voting Shares as set forth herein are qualified in their entirety by reference to the full text of the Zegna Articles of Association and the Terms and Conditions of the Zegna Special Voting Shares.
ORDINARY SHARES
General
As of December 31, 2021 there were 242,343,659 Ordinary Shares issued and outstanding, par value 0.02 per share. Our Ordinary Shares are listed and traded on the NYSE (trading symbol ZGN).
As of December 31, 2021, Zegnas authorized share capital amounted to 18,700,000, divided into 400,000,000 Ordinary Shares, with a nominal value of 0.02 each, 200,000,000 Zegna Special Voting Shares A, with a nominal value of 0.02 each, 50,000,000 Zegna Special Voting Shares B, with a nominal value of 0.08 each and 15,000,000 Zegna Special Voting Shares C, with a nominal value of 0.18 each. In order to facilitate Zegnas loyalty voting structure, the Zegna Articles of Association provide for transitional provisions to increase the authorized share capital when the Zegna Board makes the required filings with the Dutch Trade Register. All issued Ordinary Shares have been fully paid up.
As of December 31, 2021, 54,600,000 Ordinary Shares were held by Zegna in treasury.
All issued and outstanding Ordinary Shares and Zegna Special Voting Shares are held in registered form. No share certificates may be issued.
Issuance of Shares
The Zegna Articles of Association provide that Ordinary Shares and Zegna Special Voting Shares may be issued or rights to subscribe for shares may be granted pursuant to a resolution adopted by the Zegna General Meeting at the proposal of the Zegna Board, or alternatively, by the Zegna Board if so designated by the Zegna General Meeting. Designation by resolution of the Zegna General Meeting cannot be withdrawn unless determined otherwise at the time of designation. The scope and duration of the Zegna Boards authority to issue shares or grant rights to subscribe for shares (such as granting stock options) will be determined by a resolution of the Zegna General Meeting and relates, at the most, to all unissued shares in Zegnas authorized capital on the date on which the Zegna Board resolves to issue shares or grant rights to subscribe for shares. The duration of this authority may not exceed a period of five years. Designation of the Zegna Board as the body authorized to issue shares or grant rights to subscribe for shares may be extended by a resolution of the Zegna General Meeting for a period not exceeding five years in each case. The number of shares or rights to subscribe for shares that may be issued or granted is determined at the time of designation by the Zegna General Meeting.
No resolution of the Zegna General Meeting or resolution of the Zegna Board is required to issue shares pursuant to the exercise of a previously granted right to subscribe for shares.
The Zegna General Meeting adopted a resolution prior to the Closing pursuant to which the Zegna Board is authorized, for a period of five years from the date of the Closing, to issue Ordinary Shares and grant rights to subscribe for Ordinary Shares up to the authorized share capital from time to time.
Pre-emptive Rights
Under Dutch law and the Zegna Articles of Association, each shareholder has a pre-emptive right in proportion to the aggregate number of its Ordinary Shares upon the issuance of new Ordinary Shares or the granting of rights to subscribe for Ordinary Shares. Exceptions to this pre-emptive right include the issuance of new Ordinary Shares or the granting of rights to subscribe for Ordinary Shares: (i) to employees of Zegna or another company of its group; (ii) against payment other than in cash; and (iii) to persons exercising a previously granted right to subscribe for Ordinary Shares. Holders of Zegna Special Voting Shares will not have pre-emptive rights to acquire newly issued Ordinary Shares or Zegna Special Voting Shares and no pre-emptive rights will exist with respect to the issue of Zegna Special Voting Shares. In accordance with Dutch law, pre-emptive rights may be exercised during a period of at least two weeks after the announcement of an issuance of new Ordinary Shares or a grant of rights to subscribe for Ordinary Shares in the Dutch State Gazette.
The Zegna General Meeting at the proposal of the Zegna Board, or alternatively the Zegna Board if it has been designated to do so by the Zegna General Meeting, has the authority to resolve on the limitation or exclusion of pre-emptive rights upon an issuance of Ordinary Shares or a grant of rights to subscribe for Ordinary Shares. A resolution of the Zegna General Meeting to limit or exclude pre-emptive rights or to authorize the Zegna Board to do so requires a two-thirds majority of the votes cast if less than half of the issued share capital is represented at a Zegna General Meeting. If half or more of the issued share capital is represented at the meeting, this resolution is adopted with a simple majority of the votes cast.
Pursuant to Dutch law, the Zegna Board may be designated as the competent body to limit or exclude pre-emption rights for a specified period of time not exceeding five years, but only if the Zegna Board has also been authorized or is simultaneously authorized to issue Ordinary Shares. If a proposal is made by the Zegna Board to the Zegna General Meeting to limit or exclude pre-emptive rights, the reasons for the proposal and the choice of the intended price of issue must be explained in writing.
The Zegna General Meeting adopted a resolution prior to the Closing pursuant to which the Zegna Board is authorized, for a period of five years from the Closing Date, to limit or exclude pre-emptive rights in connection with an issuance of Ordinary Shares or grant of rights to subscribe for Ordinary Shares.
Transfer of Shares
Pursuant to Dutch law and the Zegna Articles of Association, the transfer of Ordinary Shares or Zegna Special Voting Shares (in each case, other than in book-entry form) or the creation of a right in rem on such shares requires a deed intended for that purpose and, save when Zegna is a party to the deed, written acknowledgment by Zegna of the transfer or the creation.
Pursuant to the Zegna Articles of Association, for as long as Ordinary Shares are listed on a regulated foreign stock exchange, the Zegna Board may resolve, in accordance with applicable Dutch law, that the preceding paragraph shall not apply to the Ordinary Shares that are registered in the part of the shareholders register which is kept outside the Netherlands by a registrar appointed by the Zegna Board for the purpose of the listing on such foreign stock exchange and that the property law aspects of such shares shall be governed by the law of the state of establishment of such stock exchange or by the law of the state in which deliveries and other legal acts under property law relating to the Ordinary Shares can or must be made with the consent of such stock exchange.
Pursuant to Dutch law and the Zegna Articles of Association, the Ordinary Shares are freely transferable. The Ordinary Shares which are registered in the Loyalty Register to participate in Zegnas loyalty voting structure are subject to transfer restrictions.
For additional information on the Zegna Special Voting Shares, see Zegnas annual report on Form 20-F for the year ended December 31, 2021 under Item 10.BMemorandum and Articles of Association Loyalty Voting ProgramTerms and Conditions of the Special Voting Shares.
Concurrently with the Closing, the Zegna Shareholders, the IIAC Sponsor and the IIAC Initial Shareholders entered into the Zegna Shareholders Lock-Up Agreement and the IIAC Sponsor Lock-Up Agreement, as applicable, with Zegna. Pursuant to the Zegna Shareholders Lock-Up Agreement, the Zegna Shareholders have agreed, among other things, not to sell, transfer or otherwise dispose of any Ordinary Shares owned by them (excluding any shares acquired in the PIPE Financing) until the earlier of (a) the date that is 18 months from the Closing Date and (b) the last trading day on which the volume weighted average share price of the Ordinary Shares
equals or exceeds $12.50 per share for at least 20 trading days within any period of 30 consecutive trading days, commencing at least 180 days after the Closing Date. Pursuant to the IIAC Sponsor Lock-Up Agreement, subject to certain exceptions, the IIAC Sponsor and the IIAC Initial Shareholders have agreed, among other things, not to sell, transfer or otherwise dispose of any Ordinary Shares or Warrants acquired in connection with the Business Combination in exchange for Class B Shares, Class A Shares subscribed for pursuant to the Forward Purchase Agreement and IIAC Private Placement Warrants, as applicable (excluding any shares acquired in the PIPE Financing), for a period of 180 days following the Closing Date, in each case other than pursuant to certain customary exceptions; provided that, subject to certain adjustments: (i) the IIAC Sponsor (together with any other IIAC affiliates) will maintain beneficial ownership of a number of Ordinary Shares representing at least (a) 80% of the IIAC Sponsors initial stake immediately following the Closing (excluding, for the avoidance of doubt, Ordinary Shares acquired in the PIPE Financing) for a period of at least 18 months following the Closing Date, and (b) 40% of the IIAC Sponsors initial stake immediately following the Closing (excluding, for the avoidance of doubt, Ordinary Shares acquired in the PIPE Financing) for a period of at least 36 months following the Closing Date.
In addition, the PIPE Subscription Agreements for the Insider PIPE Subscribers contain certain restrictions on transfer with respect to the shares issued pursuant to such PIPE Subscription Agreements immediately following the Closing. Such restrictions began at the Closing and will end on the date that is twelve (12) months after the Closing.
Dividends and Other Distributions
Pursuant to Dutch law and the Zegna Articles of Association, the distribution of dividends will take place following the adoption of the annual accounts, from which Zegna will determine whether such distribution is permitted. Zegna may make distributions to its shareholders, whether from profits or from Zegnas freely distributable reserves, only insofar as Zegnas shareholders equity exceeds the sum of the paid-up and called-up share capital plus any reserves to be maintained by Dutch law or the Zegna Articles of Association.
The Zegna Board may resolve to reserve the profits or part of the profits. Any profits remaining after the reservation referred to in the previous sentence by the Zegna Board will first be applied to allocate and add to the dividend reserve for each class of Zegna Special Voting Shares an amount equal to 1% of the aggregate nominal value of all issued and outstanding Zegna Special Voting Shares of that class. The profits remaining after application of the preceding sentence will be at the disposal of the Zegna General Meeting, which may resolve to add the remaining profits to the reserves or distribute them to the holders of Ordinary Shares. Distributions of dividends will be made to Zegnas shareholders in proportion to the nominal value of their Ordinary Shares.
Pursuant to Dutch law and the Zegna Articles of Association, the Zegna Board or the Zegna General Meeting at the proposal of the Zegna Board are allowed to resolve upon interim distributions on Ordinary Shares. For this purpose, the Zegna Board must prepare an interim statement of assets and liabilities. Such interim statement shall show Zegnas financial position not earlier than on the first day of the third month before the month in which the resolution to make the interim distribution is announced. An interim dividend can only be paid if (i) an interim statement of assets and liabilities is drawn up showing that the funds available for distribution are sufficient, and (ii) Zegnas shareholders equity exceeds the sum of the paid-up and called-up share capital and any reserves to be maintained by Dutch law or the Zegna Articles of Association. Interim distributions may be made in cash, in kind or in the form of Ordinary Shares.
Holders of Zegna Special Voting Shares will not receive any dividends in respect of the Zegna Special Voting Shares; however, Zegna will maintain a separate dividend reserve for each class of Zegna Special Voting Shares for the sole purpose of the allocation of the mandatory minimal profits that accrue to the Zegna Special Voting Shares (as further described in Zegnas annual report on Form 20-F for the year ended December 31, 2021 under Item 10.BMemorandum and Articles of Association Loyalty Voting Structure.). Any distribution out of a special voting shares dividend reserve or the partial or full release of any such reserve will require a prior proposal from the Zegna Board and a resolution of the meeting of holders of the relevant class of Zegna Special Voting Shares, and will be made exclusively to the holders of the relevant class of Zegna Special Voting Shares in proportion to the aggregate nominal value of such relevant class of Zegna Special Voting Shares.
Distributions are payable on the day determined by the Zegna Board. Distributions will lapse if the distributions are not claimed within five years and one day following the date when they became payable.
Voting Rights and Quorum at Zegna General Meetings
Each Ordinary Share and each Zegna Special Voting Share A confers the right to cast one vote, each Zegna Special Voting Share B confers the right to cast four votes and each Zegna Special Voting Share C confers the right to cast nine votes in a Zegna General Meeting. No votes may be cast at a Zegna General Meeting on shares held by Zegna or Zegnas subsidiaries. Nonetheless, the holders of a right of usufruct in respect of Ordinary Shares are not excluded from the right to vote on such shares, if the right of usufruct or the right of pledge was granted prior to the time such share was acquired by Zegna or any of Zegnas subsidiaries. Zegna may not cast votes on shares in respect of which Zegna or a subsidiary holds a right of usufruct or a right of pledge. Ordinary Shares which are not entitled to voting rights pursuant to the preceding sentences will not be taken into account for the purpose of determining the number of shares on which votes may be cast, or the amount of the share capital that is present or represented at a Zegna General Meeting. Unless Dutch law or the Zegna Articles of Association state otherwise, all resolutions adopted at the Zegna General Meeting are adopted with a simple majority of the votes cast.
No quorum requirements apply.
Pursuant to Dutch law, when determining the extent to which shareholders vote, are present or represented, or the extent to which the share capital is present or represented, no account shall be taken of shares in respect of which the law or the Zegna Articles of Association provide that no votes may be cast.
Election and Removal of Directors
Zegna Directors are appointed by the Zegna General Meeting on a binding nomination by the Zegna Board, provided that one Zegna Non-Executive Director is appointed on a binding nomination by the IIAC Sponsor if at the time of the convocation of the relevant Zegna General Meeting the Sponsor Group satisfies the Minimum Holding Requirement. The nomination of the Sponsor Nominee by the IIAC Sponsor is subject to the approval of the Zegna Board in its discretion if he or she has not previously served as Zegna Director.
The IIAC Sponsors right to make a nomination for one Zegna Non-Executive Director will lapse with immediate effect if the Sponsor Group fails to satisfy the Minimum Holding Requirement, provided that if such failure is not caused by a sale or transfer of Ordinary Shares by any member of the Sponsor Group, the IIAC Sponsors nomination right will lapse if such failure continues for a period of 20 trading days from the date on which any member of the Sponsor Group had knowledge of such failure. Upon the termination of the nomination right, the Sponsor Nominee (or any temporary Zegna Director replacing a Sponsor Nominee) shall resign from the Zegna Board with immediate effect at the request of Zegna.
The Zegna General Meeting will at all times be allowed to overrule a binding nomination for the appointment of a Zegna Director by a simple majority of the votes cast, representing more than one-third of Zegnas issued share capital. If a majority of the votes are cast in favor of overruling the binding nomination, but that majority does not represent more than one third of Zegnas issued share capital, a new Zegna General Meeting may be convened at which the resolution to overrule the binding nomination may be adopted by a simple majority of the votes cast, regardless of Zegnas issued share capital represented by that majority.
In the event the binding nomination for the appointment of any Zegna Director other than the Sponsor Nominee is overruled, the Zegna Board is allowed to make a new binding nomination to fill the vacancy. In the event that also this binding nomination is overruled, the Zegna General Meeting shall be free to appoint a Zegna Director to fill the vacancy. In the event the binding nomination for the appointment of the Sponsor Nominee is overruled, the IIAC Sponsor may make a new binding nomination to fill the vacancy, provided that at the time of the convocation of the relevant Zegna General Meeting, the Sponsor Group satisfies the Minimum Holding Requirement.
Each Zegna Director is appointed for a term ending at the close of the first annual Zegna General Meeting following his or her appointment. Each Zegna Director may be reappointed.
The Zegna General Meeting may at all times suspend or dismiss a Zegna Director. Such resolution will require a majority of at least two-thirds of the votes cast, representing more than half of Zegnas issued share capital, or, if such resolution is proposed by the Zegna Board, by a simple majority of the votes cast, representing more than half of Zegnas issued share capital.
Liquidation Rights
Zegna may only be dissolved by a resolution of the Zegna General Meeting at the proposal of the Zegna Board. If Zegna is dissolved and liquidated, whatever remains of Zegnas equity after all its debts have been satisfied will be divided. Firstly, the balance of the dividend reserve for each class of Zegna Special Voting Shares will be for the benefit of the holders of Zegna Special Voting Shares of that class in proportion to the aggregate nominal value of the class of their Zegna Special Voting Shares. Any balance remaining will be for the benefit of the holders of Ordinary Shares in proportion to the aggregate nominal value of Ordinary Shares held by each of them.
No Liability to Further Capital Calls
All issued Ordinary Shares have been fully paid up.
Discriminating Provisions
There are no provisions in the Zegna Articles of Association that discriminate against a shareholder because of its ownership of a certain number of shares.
Amendments to the Zegna Articles of Association
A resolution of the Zegna General Meeting to amend the Zegna Articles of Association may only be adopted by the Zegna General Meeting at the proposal of the Zegna Board, which proposal requires the affirmative vote of the Sponsor Nominee if any amendment adversely affects the rights of the IIAC Sponsor specifically, as described in Zegnas annual report on Form 20-F for the year ended December 31, 2021 under Item 10.BMemorandum and Articles of Association Affirmative Vote of the Sponsor Nominee. A resolution regarding the amendment of the Zegna Articles of Association will require a simple majority of the votes cast.
Exchange Controls
Under Dutch law, there are no exchange control restrictions on investments in, or payments on, the Ordinary Shares. There are no special restrictions in the Zegna Articles of Association or Dutch law that limit the right of shareholders who are not citizens or residents of the Netherlands to hold or vote the Ordinary Shares.
Shareholders Agreement
Concurrently with the Closing, Zegna, Monterubello, Ermenegildo Zegna and the IIAC Sponsor entered into the Shareholders Agreement, pursuant to which, among other things, for so long as the Sponsor Group satisfies the Minimum Holding Requirement, (i) the parties thereto will, and will cause their respective controlled affiliates to, exercise their rights and powers such that the Sponsor Nominee will only be (a) suspended as a Zegna Director if so requested in writing by the IIAC Sponsor unless the Board reasonably determined that not suspending the Sponsor Nominee would be in breach of the Zegna Boards fiduciary duties and (b) dismissed as a Zegna Director if so requested in writing by the IIAC Sponsor or in the case of fraud or willful misconduct in the performance of the Sponsor Nominees office as a Zegna Non-Executive Director, (ii) Zegna will offer the Sponsor Nominee the opportunity to be proposed to the Zegna Board for appointment to serve on the Audit Committee and/or the Compensation Committee and (iii) the IIAC Sponsor will have the right to participate in certain capital raises of Zegna on the terms and subject to the exceptions contained in the Shareholders Agreement.
For so long as the Sponsor Group satisfies the Minimum Holding Requirement and subject to the conditions contained in the Shareholders Agreement, Zegna will also (i) consult with the IIAC Sponsor and solicit and consider its views in good faith before (a) entering into any major, transformative acquisition involving a merger with a similarly situated fashion or luxury goods company or (b) determining to pay an extraordinary cash dividend, and (ii) provide access to senior representatives of the IIAC Sponsor to interact with (a) the Chief Financial Officer and Chief Operating Officer of Zegna monthly and (b) the Chief Executive Officer of Zegna quarterly, in each case to ask questions about the affairs of Zegna, provided that, in each case, neither Zegna nor its senior representatives shall be under any obligation to disclose any confidential or non-public information.
Reduction of Share Capital
The Zegna General Meeting may resolve to reduce Zegnas issued share capital by a cancellation of shares or by reducing the nominal value of the shares by amending the Zegna Articles of Association. A resolution to cancel shares may only relate to shares held by Zegna itself or all issued shares of any class of Zegna Special Voting Shares. A resolution to cancel all issued shares of any class of Zegna Special Voting Shares will be subject to approval of the meeting of holders of such class of Zegna Special Voting Shares. Cancellation of a class of Zegna Special Voting Shares will take place without the repayment of the nominal value of the class of Zegna Special Voting Shares, which nominal value will be added to the special capital reserve.
Any reduction of the nominal value of the Ordinary Shares or a class of Zegna Special Voting Shares without repayment must be made pro rata on all such shares. Any reduction of the nominal value of the Zegna Special Voting Shares will take place without repayment.
A resolution of the Zegna General Meeting to reduce the share capital requires a majority of at least two-thirds of the votes cast at a Zegna General Meeting if less than half of the issued share capital is represented at the meeting. If half or more of the issued share capital is represented at the meeting, such resolution is adopted with a simple majority of the votes cast.
In addition, Dutch law contains detailed provisions regarding the reduction of share capital. A resolution to reduce the issued share capital shall not take effect before a two months creditor opposition period has lapsed.
Squeeze Out
Pursuant to article 2:92a of the Dutch Civil Code, a shareholder who, for his or her own account, holds at least 95% of Zegnas issued and outstanding share capital may initiate proceedings against the other shareholders jointly for the transfer of their shares to the claimant. The proceedings are held before the Dutch Enterprise Chamber (Ondernemingskamer) and can be instituted by means of a writ of summons served upon each of the minority shareholders in accordance with the provisions of the Dutch Code of Civil procedure (Wetboek van Burgerlijke Rechtsvordering). The Dutch Enterprise Chamber may grant the claim for the squeeze-out in relation to all minority shareholders and will determine the price to be paid for the shares, if necessary after appointment of one to three expert(s) who will offer an opinion to the Dutch Enterprise Chamber on the value to be paid for the shares of the minority shareholders. Once the order to transfer becomes final before the Dutch Enterprise Chamber, the person acquiring the shares must give written notice of the date and place of payment and the price to the holders of the shares to be acquired whose addresses are known to him or her. Unless the addresses of all of them are known to the acquiring person, such person is required to publish the same in a Dutch national daily newspaper.
WARRANTS
General
As of December 31, 2021 there were 13,416,667 Public Warrants outstanding, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share. Our Public Warrants are listed and traded on the NYSE (trading symbol ZGN WS).
The Public Warrants are governed by the Warrant Agreement, as modified and amended by the Warrant Assumption and Amendment Agreement. Each whole Public Warrant entitles the holder thereof to purchase one (1) Ordinary Share at a price of $11.50 per share, subject to adjustment as described in Section 4 of the Warrant Agreement (as amended). Only whole Public Warrants may be exercised at a given time by warrant holders. Public Warrants may be exercised only during the period commencing on the date that is thirty (30) days after the Closing Date, and terminating at 5:00 p.m., Eastern Time on the earlier to occur of: (x) the date that is five (5) years after the date Closing Date, (y) the liquidation of Zegna, or (z) the redemption date as provided in the Warrant Agreement (as amended).
The Public Warrants will expire at 5:00 p.m., New York City time, on December 17, 2026 or earlier upon redemption or liquidation.
This summary of certain provisions of the Public Warrants does not purport to be complete and is subject to, and is qualified in its entirety by reference to the Warrant Agreement.
Adjustments
The exercise price and number of Ordinary Shares issuable on exercise of the Public Warrants will be adjusted in certain circumstances described in the Warrant Agreement (as amended), including in the event of a share dividend, extraordinary dividend or Zegnas recapitalization, reorganization, merger or consolidation.
Whenever the number of Ordinary Shares purchasable upon the exercise of the Public Warrants is adjusted, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of Ordinary Shares purchasable upon the exercise of the Public Warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of Ordinary Shares so purchasable immediately thereafter.
If, by reason of any adjustment as described above, the holder of any Public Warrant would be entitled, upon the exercise of such Public Warrant, to receive a fractional interest in an Ordinary Share, we will, upon such exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to such holder.
Redemption of warrants when the price per Ordinary Share equals or exceeds $18.00
Pursuant to the Warrant Agreement (as amended), once the Public Warrants become exercisable, they may be redeemed (i) in whole and not in part, (ii) at a price of $0.01 per warrant, (iii) upon not less than 30 days prior written notice of redemption to each warrant holder, (iv) if, and only if, the last reported sale price of the Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three trading days before sending the notice of redemption to each warrant holder, and (v) if, and only if, there is an effective registration statement covering the shares issuable upon exercise of the warrants and a current prospectus relating thereto is available throughout the 30-day period after the written notice of redemption is given. When the Public Warrants become redeemable, Zegna will be able to exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
Redemption of warrants when the price per Ordinary Share equals or exceeds $10.00
Once the Public Warrants become exercisable, they may be redeemed (i) in whole and not in part, (ii) at a price of $0.10 per warrant upon a minimum of 30 days prior written notice of redemption provided that warrant holders will be able to exercise their warrants on a cashless basis prior to redemption and receive a specified number of Ordinary Shares based on the redemption date and the fair market value of the Ordinary Shares, (iii) if, and only if, the last reported sale price of the Ordinary Shares equals or exceeds $10.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three trading days before sending the notice of redemption to each warrant holder, and (iv) if the last reported sale price of the Ordinary Shares is less than $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three trading days before sending the notice of redemption to each warrant holder, the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants.
For purposes of the foregoing, fair market value of the Ordinary Shares means the volume weighted average price of Ordinary Shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. Zegna will provide the warrant holders with the final fair market value no later than one business day after the 10 trading day period described above ends.
No Rights as a Shareholder
A Public Warrant does not entitle the holder to any of the rights of the Zegna shareholders, including, without limitation, the right to receive dividends, the right to vote or the right to receive notice as shareholders in respect of the meetings of shareholders or the election of Zegna Directors.
Exhibit 8.1
Company | Jurisdiction | |
Companies Consolidated Line-by-line | ||
In.co. S.p.A. | Italy | |
Lanificio Ermenegildo Zegna e Figli S.p.A. | Italy | |
Ezi S.p.A. | Italy | |
Bonotto S.p.A. | Italy | |
Cappellificio Cervo S.r.l. | Italy | |
Thom Browne Services Italy S.r.l. | Italy | |
Thom Browne Retail Italy S.r.l. | Italy | |
Gruppo Dondi S.p.A. | Italy | |
Tessitura Ubertino S.r.l. | Italy | |
EZ Service S.r.l. | Italy | |
Ezesa Argentina S.A. | Argentina | |
Ermenegildo Zegna Australia PTY LTD | Australia | |
Ermenegildo Zegna H.m.b.H. | Austria | |
Ezesa Brasil Participacoes LTDA | Brazil | |
Ermenegildo Zegna Canada Inc. | Canada | |
Thom Browne Canada | Canada | |
Investindustrial Acquisition Corp. | Cayman Islands | |
Tailoring Luxury Co., Ltd. | China | |
Ermenegildo Zegna (China) Co., LTD | China | |
Zegna (China) Enterprise Management Co., Ltd. | China | |
Ermenegildo Zegna Czech S.r.o. | Czech Republic | |
EZ US Holding Inc. | Delaware, United States | |
Thom Browne Inc. | Delaware, United States | |
Fantasia (London) Limited | England and Wales | |
Thom Browne UK Limited | England and Wales | |
Société de Textiles Astrum France S.à.r.l. | France | |
Thom Browne France Services | France | |
Ermenegildo Zegna GmbH | Germany | |
E.Zegna Attica Single Member Societé Anonyme | Greece | |
Ermenegildo Zegna Hong Kong LTD | Hong Kong | |
Ermenegildo Zegna (Macau) LTD | Hong Kong | |
Thom Browne (Macau) Limited | Hong Kong | |
Thom Browne Hong Kong Limited | Hong Kong | |
Zegna South Asia Private LTD | India | |
Thom Browne Japan Inc. | Japan | |
Zegna Japan Co., LTD | Japan | |
Ermenegildo Zegna Malaysia Sdn. Bhd. | Malaysia | |
Ermenegildo Zegna S.A. de C.V. | Mexico |
Company | Jurisdiction | |
Ermenegildo Zegna Maroc S.A.R.L.A.U. | Morocco | |
Ermenegildo Zegna Corporation | New York, United States | |
E. Z. New Zealand LTD | New Zealand | |
Ezeti Portugal. S.A. | Portugal | |
Ermenegildo Zegna Far-East Pte LTD | Singapore | |
Ermenegildo Zegna Madrid S.A. | Spain | |
Ezeti S.L. | Spain | |
Italco S.A. | Spain | |
Consitex S.A. | Switzerland | |
Co.Ti. Service S.A. | Switzerland | |
Thom Browne Trading SA | Switzerland | |
Thom Browne Eyewear (T.B.E.) AS | Switzerland | |
E. Zegna Trading Hong Kong LTD Taiwan Branch | Hong Kong | |
E. Z. Thai Holding Ltd | Thailand | |
The Italian Fashion Co. LTD | Thailand | |
Ismaco Amsterdam B.V. | The Netherlands | |
Ermenegildo Zegna Giyim Sanayi ve Tic. A.S. | Turkey | |
ISMACO TEKSTİL LİMİTED ŞİRKETİ | Turkey | |
Ermenegildo Zegna Vietnam LLC | Vietnam | |
Zegna Gulf Trading LLC | United Arab Emirates | |
Investments at fair value | ||
Acquedotto Piancone S.r.l. | Italy |
Exhibit 12.1
ERMENEGILDO ZEGNA N.V.
SECTION 302 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
I, Ermenegildo Zegna di Monte Rubello, Chief Executive Officer of Ermenegildo Zegna N.V. (the Company), certify that:
1. | I have reviewed this annual report on Form 20-F of the Company; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
4. | The Companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | [Reserved]; |
(c) | Evaluated the effectiveness of the Companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the Companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting; and |
5. | The Companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Companys auditors and the audit committee of the Companys board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Companys ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal control over financial reporting. |
Date: April 6, 2022 | by: | /s/ Ermenegildo Zegna di Monte Rubello | ||||
Ermenegildo Zegna di Monte Rubello Chief Executive Officer |
Exhibit 12.2
ERMENEGILDO ZEGNA N.V.
SECTION 302 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
I, Gianluca Ambrogio Tagliabue, Chief Financial Officer of Ermenegildo Zegna N.V. (the Company), certify that:
1. | I have reviewed this annual report on Form 20-F of the Company; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
4. | The Companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | [Reserved]; |
(c) | Evaluated the effectiveness of the Companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the Companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting; and |
5. | The Companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Companys auditors and the audit committee of the Companys board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Companys ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal control over financial reporting. |
Date: April 6, 2022 | by: | /s/ Gianluca Ambrogio Tagliabue | ||||
Gianluca Ambrogio Tagliabue Chief Financial Officer |
Exhibit 13.1
ERMENEGILDO ZEGNA N.V.
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Ermenegildo Zegna di Monte Rubello, Chief Executive Officer of Ermenegildo Zegna N.V. (the Company), hereby certify pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1. | the Companys Annual Report on Form 20-F for the year ended December 31, 2021, to which this statement is furnished as an exhibit (the Report), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
2. | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: April 6, 2022 | by: | /s/ Ermenegildo Zegna di Monte Rubello | ||||
Ermenegildo Zegna di Monte Rubello Chief Executive Officer |
Exhibit 13.2
ERMENGILDO ZEGNA N.V.
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Gianluca Ambrogio Tagliabue, Chief Financial Officer of Ermenegildo Zegna N.V. (the Company), hereby certify pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1. | the Companys Annual Report on Form 20-F for the year ended December 31, 2021, to which this statement is furnished as an exhibit (the Report), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
2. | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: April 6, 2022 | by: | /s/ Gianluca Ambrogio Tagliabue | ||||
Gianluca Ambrogio Tagliabue Chief Financial Officer |
Exhibit 15.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-262976 on Form S-8 of our report dated April 6, 2022, relating to the financial statements of Ermenegildo Zegna N.V. appearing in this Annual Report on Form 20-F for the year ended December 31, 2021.
/s/ DELOITTE & TOUCHE S.p.A.
Turin, Italy
April 6, 2022