TAKE OFF SPA

Investitor

PRESS RELEASES

25 July 2022

TAKE OFF GROUP: IN 1H 2022, CONSOLIDATED REVENUES OF 12.9 MLN EURO, UP 12% COMPARED TO 1H 2021

27 June 2022

TAKE OFF: STATUTORY AUDIT MANDATE APPOINTED BY THE ORDINARY SHAREHOLDERS’ MEETING

13 June 2022

TAKE OFF CONFIRMS ITS COMMITMENT TO ESG ISSUES: INTERNATIONAL CERTIFICATIONS ISO 9001, ISO 37001 AND ISO 45001 OBTAINED

10 June 2022

NOTICE OF CALL OF THE ORDINARY SHAREHOLDERS’ MEETING

10 June 2022

TAKE OFF: THE BOARD OF DIRECTORS CALLS THE ORDINARY SHAREHOLDERS’ MEETING TO APPOINT THE STATUTORY AUDITORS

31 May 2022

TAKE OFF: TRANSITION TO MINIMUM TRADING UNIT

27 May 2022

PROVISION OF KEY INFORMATION DOCUMENT (KID) FOR THE “TAKE OFF 2022-2024 WARRANTS”

27 May 2022

ITALIAN AND FOREIGN PRIMARY INSTITUTIONAL INVESTORS INVEST IN THE TAKE OFF GROUP: SUMMIT SPA SELLS 8.48% OF THE SHARE CAPITAL, THE FLOATING CAPITAL INCREASES TO 28.48%

26 May 2022

TAKE OFF: PUBLICATION OF “TAKE OFF 2022-2024 WARRANTS” ADMISSION DOCUMENT

24 May 2022

CORRIGENDUM APPLICATION FOR ADMISSION OF “TAKE OFF 2022-2024 WARRANTS” TO TRADING ON EURONEXT GROWTH MILAN

23 May 2022

TAKE OFF: APPLICATION SUBMITTED TO BORSA ITALIANA (ITALIAN STOCK EXCHANGE) FOR ADMISSION OF “TAKE OFF 2022-2024 WARRANTS” TO TRADING ON EURONEXT GROWTH MILAN

19 May 2022

TAKE OFF: THE BOARD OF DIRECTORS RESOLVES TO ISSUE 15,625,000 “TAKE OFF 2022-2024 WARRANTS”

28 April 2022

TAKE OFF: THE SHAREHOLDERS’ MEETING APPROVES THE 2021 FINANCIAL STATEMENTS AND THE DISTRIBUTION OF A DIVIDEND OF EURO 0.18 PER SHARE

23 April 2022

TAKE OFF GROUP: IN Q1 2022 CONSOLIDATED REVENUES OF EURO 6.2 MILLION, UP 13% ON 2021

13 April 2022

TAKE OFF: PUBLICATION OF DOCUMENTATION FOR ORDINARY SHAREHOLDERS ‘MEETING OF 28-29 APRIL, 2022

02 April 2022

Notice of call of the Ordinary Shareholders’ meeting

28 March 2022

TAKE OFF GROUP: IN 2021 – EBITDA AT EURO 9.5 MILLION (EBITDA MARGIN 36.1%) AND NFP CASH POSITIVE BY EURO 12.1 MILLION

14 March 2022

TAKE OFF: Resignation of Director Pierluca Mezzetti

15 February 2022

TAKE OFF Partecipates in “EnVent Winter Conference 2022”

11 January 2022

2021 revenues at +26%, growth in average sale price, EBITDA Margin 2021 expected between 33% – 36%

5 January 2022

TAKE OFF: Calendar of corporate events – 2022

20 December 2021

The Shareholders’ Meeting appoints Costantino Natale as Director and approves the transfer of the company headquarters to Milan

5 December 2021

Provision of shareholders’ meeting documents

3 December 2021

Notice of call of the Ordinary and Extraordinary Shareholders’ Meeting

3 December 2021

Costantino Natale Coopted as Director. Shareholders’ Meeting called for transfer of the company headquarters. CFO and IR MANAGER appointed

23 November 2021
Take Off admitted to Euronext Growth Milan: total placement value of Euro 12.5 million, demand 4 times supply

15 November 2021
Early closure of book-building, start of trading on Euronext Growth Milan on 25 November

10 November 2021
The Take Off Group, active in the retail trading of clothing and accessories for adults and children, presents the communication for pre-admission to Euronext Growth Milan

CALENDAR OF CORPORATE EVENTS 2022

11/01/2022

Communication of consolidated KPIs as at 31 December 2021

28/03/2022

Board of Directors

Approval of the consolidated financial statements and draft separate financial statements as at 31 December 2021

23/04/2022

Communication of consolidated KPIs as at 31 March 2022

28/04/2022

Ordinary Shareholders’ Meeting

Approval of the financial statements as at 31 December 2021. Presentation of the consolidated financial statements.

25/07/2022

Communication of consolidated KPIs as at 30 June 2022

30/09/2022

Board of Directors

Approval of the consolidated interim financial report as at 30 June 2022, voluntarily audited

25/10/2022

Communication of consolidated KPIs as at 30 September 2022

TAKE OFF will promptly notify any changes to the dates communicated.

*KPIs refers to: revenue and average taxable price of sales. Data not audited

SHAREHOLDERS' MEETING

Ordinary Shareholders’ Meeting of 27 June 2022

Minutes of Shareholders’ Meeting

Notice of call of the Ordinary Shareholders’ meeting

Extract of notice of call of the Ordinary Shareholders’ Meeting

Explanatory Report of the Board of Directors

Proxy form to designated representative pursuant to art. 135-undecies TUF (Consolidated Law on Finance)

Proxy/sub-proxy form to designated representative pursuant to art. 135-novies TUF (Consolidated Law on Finance)

Ordinary Shareholders’ Meeting of 28 April 2022

Minutes of Shareholders’ Meeting

Notice of call of the Ordinary Shareholders’ Meeting

Extract of notice of call of the Ordinary Shareholders’ Meeting

Consolidated financial statements at 31 December 2021 and Draft financial statements at 31 December 2021

Explanatory Report of the Board of Directors

Proxy form to designated representative pursuant to art. 135-undecies TUF (Consolidated Law on Finance)

Proxy/sub-proxy form to designated representative pursuant to art. 135-novies TUF (Consolidated Law on Finance)

Curriculum Vitae of Mr Maurizio Baldassarini

Declaration of satisfaction of the legal requirements of Mr Maurizio Baldassarini

List No.1 for the election of the members of the Board of Statutory Auditors presented by Summit S.p.A.

Candidate N.1 Section N.1 Mr. Luca Provaroni

Candidate N.2 Section N.1 Mr. Sebastiano Bonanno

Candidate N.3 Section N.1 Mr. Egidio Romano

Candidate N.1 Section N.2 Mr. Riccardo Paparusso

Candidate N.2 Section N.2 Mr. Pietro Deleonardis

Ordinary and Extraordinary Shareholders’ Meeting of 20 December 2021

Minutes of Shareholders’ Meeting

Extract of notice of call of the Ordinary and Extraordinary Shareholders’ Meeting

Notice of call of the Ordinary and Extraordinary Shareholders’ Meeting

Proxy form to designated representative pursuant to art. 135-undecies TUF (Consolidated Law on Finance)

Proxy/sub-proxy form to designated representative pursuant to art. 135-novies TUF (Consolidated Law on Finance)

Explanatory Report of the Board of Directors

Curriculum Vitae of Mr Costantino Natale

Declaration of satisfaction of the legal requirements of Mr Costantino Natale

ANALYST COVERAGE

CompanyAnalystContactsDateTarget Price (Euro)Rating

ENVENT

Francesco Gaudenti – Luigi Tardella

fgaudenti@enventcapitalmarkets.co.uk
ltardella@enventcapitalmarkets.co.uk

26/04/20228,03OUTPERFORM

26 April 2022

EnVent: “Brilliant operating performance drives outstanding financials”

CompanyAnalystContactsDateTarget Price (Euro)Rating
KT&PARTNERS

Mauro Maria Iaccino – Federica Fiorenza –

Gabriele Trapani

miaccino@ktepartners.com
ffiorenza@ktepartners.com

gtrapani@ktepartners.com

07/04/20228,37ADD

7 April 2022

KT&PARTNERS “Firepower to capture M&A opportunities”

CompanyAnalystContactsDateTarget Price (Euro)Rating

ENVENT

Francesco Gaudenti – Luigi Tardella

fgaudenti@enventcapitalmarkets.co.uk
ltardella@enventcapitalmarkets.co.uk

02/02/20227,11OUTPERFORM

2 February 2022

EnVent Initiation of Coverage: “The Italian fashion outlet way”

CompanyAnalystContactsDateTarget Price (Euro)Rating
KT&PARTNERS

Mauro Maria Iaccino – Federica Fiorenza –

Gabriele Trapani

miaccino@ktepartners.com
ffiorenza@ktepartners.com

gtrapani@ktepartners.com

27/01/20228,07ADD

27 January 2022

KT&PARTNERS “Profitability Drives Growth”

1 December 2021

KT&PARTNERS Initiation of Coverage: Be Ready to “Take Off”!

SHAREHOLDERS INFO

IPO TEAM

EURONEXT GROWTH ADVISOR AND GLOBAL COORDINATOR: EnVent Capital Markets Ltd

LEGAL ADVISOR: Chiomenti

TAX ADVISOR: De Falco Notarnicola & Associati

INDEPENDENT AUDITORS: Ernst & Young

IPO RESEARCH: KT & Partners

CIRCULING: Reply

FINANCIAL COMMUNICATION: IR Top Consulting

SPECIALIST: MIT SIM

DISSEMINATION OF REGULATED INFORMATION

The Company makes use of the “1INFO-SDIR” circuit managed by Computershare S.p.A., with registered office in Milan (MI), Via Lorenzo Mascheroni no. 19.

IDENTIFICATION CODES

The following identification codes have been assigned to the Ordinary Shares:

  • Alphanumeric Code: TKO
  • ISIN Code: IT0005467425

Share Capital and Shareholding Structure

Following placement, TAKE OFF S.p.A.’s share capital stands at Euro 1,562,480, composed of 15,624,800 ordinary shares with no indication of nominal value. The composition of the shareholding structure following the Placement is indicated below:

Shareholder No. shares
 % 
Summit S.p.A. 10.022.050 64,15% 
Aldo Piccarreta 864.250 5,53% 
Giorgia Lamberti Zanardi 288.000 1,84% 
Free float 4.450.000 28,48% 
TOTAL 15.624.800 100,00%

INFORMATION OBLIGATIONS OF SIGNIFICANT SHAREHOLDERS

Pursuant to the Euronext Growth Milan Issuers’ Regulations, whoever holds at least 5% of the share capital is a Significant Shareholder of Take Off S.p.A.. In situations where the thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 50%, 66.6% and 90% of the share capital of the issuer Euronext Growth Milan are reached or exceeded, as well as in cases of reductions below said thresholds, this represents a “Substantial Change”, which must be communicated by the Significant Shareholders to Take Off, in order to allow the issuer to inform the public of the substantial change.

To that end, promptly and nonetheless within four days of negotiation of the transaction that determines the emergence of the obligation (regardless of the execution date) or the day on which the Significant Shareholder becomes aware of the events that involve changes to the issuer’s share capital, it must inform said issuer of the following:

  1. a) its identity;
  2. b) the date on which the issuer was informed;
  3. c) the date on which the substantial change of equity investments occurred;
  4. d) the nature and extent of the equity investment of the Significant Shareholder in the transaction.

The communication can be sent using the appropriate Form which can be downloaded from the link shown hereunder:

NOTIFICATION FORM FOR SUBSTANTIAL CHANGE IN SHAREHOLDING

ADMISSION DOCUMENT

WARRANT

Take Off S.p.A. resolved that a maximum of 15,625,000 warrants called “Warrant Take Off 2022-2024”, code ISIN IT0005467474,  will be issued and assigned free of charge to the shareholders, based on a ratio of one Warrant for every one Share held, at an ex-coupon date compatible with the calendar of Borsa Italiana S.p.A., which will be established by the Board of Directors and will fall no later than the 45th day after the Date of Approval of the 2021 Financial Statements and, nonetheless after any distribution of dividends. An application will be submitted for the admission of the Warrants to trading in time to allow the start of their trading on the same date.

Regulation of “Take Off 2022- 2024” warrants

KEY INFORMATION DOCUMENT (KID) “WARRANT TAKE OFF 2022-2024”

CONTACTS

TAKE OFF
Davide Piccinno
Investor Relations Manager
davide.piccinno@takeoffoutlet.com
T +39 329 3397423

IR TOP CONSULTING
Maria Antonietta Pireddu
m.pireddu@irtop.com
T +39 02 45473884/3