The Italia Independent Group, whose purpose is to further the Italia Independent brand, is at the helm of a group dealing with eyewear, lifestyle and communication products, which specialises in the manufacture and distribution of sunglasses and reading glass frames.
The Group’s main products and services are: sunglasses and reading glass frame collections; Lifestyle Products, and communication services.
Thanks to the extensive expertise acquired by its managers and shareholders in product development and communication, including in the international scenario, the Group today is involved in the development and internationalisation of new entrepreneurial and business initiatives in the areas of communication, design and style. This may synergistically support the growth of the Italia Independent brand. Currently, the Group is involved in some new entrepreneurial initiatives through I Spirits S.r.l and We Care S.r.l.
History and Milestones
LA S.r.l., now renamed Italia Independent S.p.A., was incorporated on 1st August 2006. The birth of the Italia Independent brand dates back to January 2007, its first business being the promotion and launch of one single innovative product: a pair of carbon fibre Italian handmade sunglasses, which were sold at the retail price of Euro 1,007. Since the very beginning, the Group’s strategy has focussed on differentiation, in order to attract as much media coverage as possible and make the brand philosophy popular.
In June 2007, the Group’s founders opened the Independent Ideas agency to capitalise on their communication skills. Still in 2007, the Group bought a 17.5 % minority share in We Care S.r.l., owner of the Care Label brand, specialising in the production of high-quality denim, in return for support in product branding, communication and development services.
The company was founded in 2008 as a holding to give a more rational structure to the eyewear, design and communication businesses owned by Lapo Elkann, the other founding shareholders and the Group’s Top Management. 2008 was also the first year the Italia Independent brand became truly popular, with the launch of the first sunshade collection and a few clothing items, as well as the first partnerships with such leading brands as Borsalino (hats), Arfango (shoes), Iveco (cars) and Pantofola d’Oro (shoes). In addition, the Independent Ideas agency went into partnership with international creative partners and began to strike deals with other parties, such as Breil, Fox, La Stampa, Levi’s, Moschino, Meltin’Pot, Pantofola d’Oro, Film Commission Torino Piemonte. It also incorporated the I Spirits S.r.l. start-up, of which the Group owns 50% of shares, for the production of Italian vodka, called I Spirit Vodka and developed with Arrigo Cipriani and Marco Fantinel with the Group’s support in the development of a corporate identity and brand.
In 2009, the Group decided to concentrate its efforts on its eyewear core business and licensed its apparel manufacture out to Brama Sportswear. In the area of eyewear, the Group launched the first styles of reading glass frames and took an integrated, direct approach to its business and organisational system. Distribution reached about 220 accounts in Italy and the products began to be sold abroad as well. In addition, a temporary store was opened in Saint Tropez. Along with partnerships with Arfango and Borsalino, which went on, the Group acquired two more partners: Spy (ski goggles) and Alfa Romeo.
Still in 2009, the Group set up Sound Identity S.r.l., an agency specialising in music-based communication projects, holding a 30% share of its capital.
Independent Ideas kept growing by acquiring more and more accounts, such as Virgin Radio (for which it developed the “Rock Save Italy” campaign) and Fiat, for which it developed the “Fiat 500 by Diesel” project, giving it national and international visibility.
In 2010, the Italia Independent product range was extended to include the first velvet glasses (I-velvet). Distribution reached about 650 accounts in Italy and kept expanding abroad as well. In addition, the Group teamed up with Dinh Van (men’s jewellery), Meritalia (interior decoration), Diesel (jeans) and Vans (footwear).
The Group was still very keen on communication, so it restyled the www.italiaindependent.com website and further expanded its Independent Ideas, which joined forces with Vogue Italia, Skitsch and La Rinascente. In business terms, the Group entered into a licensing agreement to use the so-called “vintage” “Fiat 500” heritage brand to develop exclusive household appliances and interior design.
The Group’s development and recent history
In 2011, the Group further broadened its product range by launching the I-thin glass family and expanding the range of styles and colours. Distribution reached about 1,000 accounts in Italy.
It also entered partnerships with Orciani (belts), bStripe/Blossom (skis), Toy Watch (watches) and Meritalia (vintage Fiat 500-inspired interior design).
In 2011, it opened its first single-brand franchises in Alassio, Alessandria and Courmayeur and launched a communication campaign with history characters and the “Be Independent. Everywhere” campaign.“Be Independent. Everywhere” campaign.
Independent Ideas grew on, and its account portfolio came to include Bic, Gucci, Caffè Vergnano, Unicredit and Pinko.
The Group expanded by taking a 50% share in Independent Value Card S.r.l., whose core business is the design of credit cards in combination with precious or engineered materials.
In 2012, the Group kept developing with the launch of its I-cons eyewear family and then the I-teen, the first eyewear range specially designed for children and teenagers. The Group’s distribution network had approximately 1,400 accounts and its international position got stronger.
In 2012, the Group entered partnerships with such leading partners as Juventus (production of eyewear for the win of the Serie A football cup in 2012, won again in 2012/2013), Eclectic (men’s jackets), Invicta (bags), K-way (sports jackets), Bear (beachwear), Mark Mahoney (bespoke eyewear), Victoria’s Secret (bespoke eyewear), Smeg (refrigerators), Vertu (mobile phones) and Able to enjoy (wheelchairs).
That year saw the birth of the “shop in shop””,format: Italia Independent “corners” fitted in selected opticians’ shops to attract people and increase eyewear sales. Five new single-brand franchises opened in Bergamo, Porto Montenegro, Bologna, Turin and Sestrière, along with the first outlet in the Turin’s premises. At the end of 2012, the licence granted to Brama Sportswear for the production of Lifestyle Products ran out and the Group began to produce them itself.
The Group started to go global: in September 2012, Italia Independent USA Corp. was set up in Miami to manage the US market. Also, some distribution agreements are entered into in the Middle East, Japan and other countries. Since 1 January 2013, local units have been started up in France and Spain.
Independent Ideas grew on, and in 2012 it signed important agreements with Ferrari, Baglietto, Juventus, Jeep, Smeg, Vertu, and others.
The brand Italia Independent
The mission and philosophy of Italia Independent are largely described by its name. Italy is not only the place where the company is based and operates, but it’s also the main inspiring place and the moving force of the brand.
I-I is a brand that aims to reload Made in Italy and create “Made in Italy 2.0”. This claim and this philosophy are by no means the denial of over more than twenty years’ work by those who built up “Made in Italy”.
I-I wants to update Made in Italy, giving it a new force. Stereotypes need to be left behind and tuned into the fast-moving global world. A reloading is needed: reshaping concepts with the aim of acquiring updated information. Adding innovation to tradition.
Quality is no longer enough
Quality is no longer sufficient for the independent individual. Today a product or brand is perceived as new only if its materials and functionalities are innovative, without however jeopardizing its true Italian roots.
Italia Independent believes that creativity today lies in remixing different experiences and styles. The association of materials from different origins and the fusion of tradition with innovation are the project’s philosophy and values.
We strongly believe that our brand, although focused on eyewear, should be 360-degree effective from clothing to home decor, from glasses to cars, and this is what we do.
Lapo Edovard Elkann is Chairman and Founder of Italia Independent Group and of Garage Italia Customs. Born in New York in 1977, after studying in France and England and gaining experience as assistant to Henry Kissinger, Lapo emerged as Worldwide Brand Promotion Director for Fiat Group where he successfully carried out several projects in below-the-line marketing and participated in the relaunch of the Fiat 500. In 2007 he undertook the entrepreneurial path founding a lifestyle brand "Italia Independent", a creative factory "Independent Ideas", and the Holding "Italia Independent Group", which was listed on the Italian Stock Exchange in June 2013. In 2011 he started a collaboration with Ferrari to create the Tailor Made Unit. In March 2015 he founded Garage Italia Customs, a customization service for the motion industry. In July 2013 he was inducted in the Automotive Hall of Fame, the American institution dedicated to preserving and celebrating outstanding automotive achievement. He is member of the Board of Directors of Ferrari. He sits on the Board of Directors of Pinacoteca Gianni and Marella Agnelli and of Good Films.
Giovanni Carlino (CEO): born in Bologna on the 7th of May 1960. After graduating in Mechanic Engineering at the University of Genova he has worked as project manager at IBM/STET and Digital Equipment Corporation. He obtained a MSc in Management at MIT in Boston, then worked from 1991 to 2003 at The Boston Consulting Group becoming partner in 1998 and developing the industrial practice. Carlino was then Chief Operating Officer at Indesit Company from 2003 to 2005. He has been Senior Advisor of several companies in different industrial sectors, including eyewear, also with the role of Board Member and/or CEO. He’s been also Industrial Partner for some private equity funds. He actually sits on the board of Independent Ideas Srl and Alialux Srl.
Alberto Fusignani (Managing Partner - Communications Services): after graduating in Economics in 2001, Alberto started working in the advertising industry in the Milan office of Saatchi & Saatchi. In 2003 began his experience at Fiat, working in Lapo Elkann’s team as Event Manager for the Fiat Group. In 2006 became worldwide Director of BTL Marketing for Lancia. In 2007 he participated in the start-up of Italia Independent as a founder and board member. In 2007 he founded Independent Ideas, the creative factory where he is currently the CEO.
Pietro Peligra (Managing Partner - Business Development & Investor Relations): after an intense experience in Vodafone as brand manager of value added services, Pietro worked for DN Capital, a Venture Capital fund with offices in London and Palo Alto – California. He then worked for one year at Italia Independent as CEO Apparel. He graduated in Engineering in 2002, obtained a MSc in Marketing at Cefriel – Milan Polytechnic in 2003 and an MBA at the Harvard Business School in 2008 where he was also President of the European Club. He sits on the board of Independent Ideas srl, Sound Identity srl and Independent Value card Srl.
In its Corporate Governance, Italia Independent Group S.p.A. adopted some provisions aimed at favouring the transparency and protection of minority Shareholders. In particular, the Issuer:
- adopted, according to the Bylaws, the list vote for the election of the Board of Directors, with the right for those shareholders who, either alone or together with other shareholders, are on aggregate the owners of Shares corresponding to at least 5% of the share capital, to have the right of vote in the Ordinary Shareholders’ Meeting;
- established, as set forth in the Bylaws, that, starting from the time when the Shares are traded on the AIM, the provisions regarding listed companies defined in the Consolidated Finance Act apply on a voluntary basis and as compatible, only as regards articles 106, 107, 108, 109, and 111, as well as the applicable regulatory provisions concerning public purchase and compulsory exchange offers;
- established, as set forth in the Bylaws, a disclosure obligation for Shareholders when a share of at least 5% is exceeded and in case of any increasing or decreasing change with respect to the 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 45%, 50%, 66,6%, 75%, 90%, and 95% thresholds;
- appointed the Investor Relator;
- approved the procedures regarding transactions with related parties, consisting in the disclosure of privileged and internal dealing information.”
- approved the Code of Ethics
The Company adopted the following procedures (some documents are available only in italian language):
The Corporate Governance of Italia Independent Group Includes the following Boards:
The Board of Directors met on 29 April 2016 and, inter alia, will remain in office until the date of the adoption of the financial statement for the year ended 31 December 2018.
The members of the Board of Directors are:
- Lapo Edovard Elkann - President
- Giovanni Carlino - CEO
- Alberto Fusignani - Board Member
- Pietro Peligra - Board Member
- Bruno Falletti - Board Member
- Carlo Re - Board Member
- Laura Pessone - Board Member (*)
(*) Board Member meeting the independence requirements specified in Art. 148, paragraph 3, of Legislative Decree no. 58/98.
The Board of Directors of 7 November 2016, inter alia, appointed Mr. Giovanni Carlino as Managing Director of the Company with all the ordinary and extraordinary administration powers, in addition to the power to represent the Company, so that he can perform all the operations described in the business purpose, except for those that are legally, or as established in the Bylaws, under the responsibility of the Board or Shareholders’ Meeting.
The Board of Statutory Auditors was appointed during the Meeting held on 29 April 2016 and will remain in office until the date of the adoption of the financial statement for the year ended 31 December 2018.
The members of the Board of Statutory Auditors are:
- Gianluca Ferrero – President
- Alessandro Pedretti – Permanent Auditor
- Elisabetta Riscossa - Permanent Auditor
- Margherita Spaliviero – Substitute Auditor
- Maria Giovanna Volpe - Substitute Auditor
NOMAD: Equita Sim
SPECIALIST: Equita Sim
AUDITING FIRM: Deloitte & Touche S.p.A.
SDIR NIS: BIt Market Services
The Financial Statements are available only in italian language.
|29 March 2018||Meeting of the Board of Directors. Approvation of the draft financial statements for 2016 and of the Group consolidated financial statements until the 31 december 2017|
|23 May 2018||Ordinary Shareholders’ Meeting. Approvation of the financial statements until the 31 december 2017|
|13 September 2018||Meeting of the Board of Directors. Approvation of the half-year financial report until the 30 June 201|
Terms and Conditions
In order to access this section of the website, the user must read and accept the Information Note provided below. This Information Note must be carefully assessed by the reader before reading, accessing or using the information provided below in any manner. By accessing this section of the website, the user accepts the terms and conditions specified below, which may be amended or updated, and for this reason must be fully read at every access. The Admission Document available in this section of the website (the “Admission Document”) is a document for the admission of the shares (the “Shares”) of the Italia Independent Group S.p.A. (the “Company”) on the alternative investment market “AIM Italia”, the multilateral trading system organized and managed by Borsa Italiana S.p.A. It has been prepared pursuant to the AIM Italia Issuers’ Regulations (“AIM Issuers’ Regulations”). The Admission Document and the operation described therein are neither a public offer of financial instruments nor an admission of financial instruments in a regulated market, as defined in the Testo Unico della Finanza [the Italian Consolidated Finance Act], in Regulation no. 11971 and in the equivalent legal and statutory provisions applicable in foreign countries. The information made available in this section of the website are disclosed in compliance with articles 17 and 26 of the del AIM Issuers’ Regulations.
This section of the website, the Admission Document and any other information contained in the following pages is accessible only to individuals or entities:
• Resident in Italy and without a domicile or, in any case, not currently residing in the United States of America, Australia, Japan, Canada, as well as any other Country where the dissemination of the Admission Document and/or of such information requires the approval of the competent local authorities or violates local rules or regulations (“Other Countries”);
• Who are not a “U.S. Person” as defined in Regulation S of the United States Securities Act of 1933, as subsequently amended.
The “U.S. Persons” as defined above are not allowed to access this section of the website, temporarily or permanently store and save the Admission Document or any other form of information contained in this section of the website. The information contained in this section of the website may not be copied or forwarded. It is expressly forbidden, for any reason and in any circumstance, to disseminate, either directly or through the intermediary of third parties, the Admission Document and any other information contained in this section of the website outside Italy, and particularly in the United States, Australia, Japan, Canada or in the Other Countries, or distribute the Admission Document to persons not resident in Italy.
Regulation S of the United States Securities Act of 1933, as subsequently amended, defines a “U.S. Person” as follows: (1) any natural person resident in the United States; (2) any partnership or corporation organized or incorporated under the laws of the United States; (3) any estate of which any executor or administrator is a U.S. person; (4) any trust of which any trustee is a U.S. person; (5) any agency or branch of a foreign entity located in the United; (6) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (7) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and (8) any partnership or corporation if: (A) organized or incorporated under the laws of any foreign jurisdiction; and (B) formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons, estates or trusts.
To access this section of the website, the Admission Document and any other information contained in this section of the website, I hereby declare under my full responsibility that I am resident in Italy and have no domicile and am not presently located in the United States of America, Australia, Japan, Canada in the Other Countries and that I am not a “U.S. Person” as defined in Regulation S of the United States Securities Act of 1933, as subsequently amended.
The company is currently covered by the analysts of Equita Sim and Banca IMI
- Lapo Edovard Elkann, owner of 3.450.539 shares corresponding to 63,79% of the share capital;
- John Philip Elkann, owner of 465.445 shares corresponding to 8,60% of the share capital;
- Due G Holding S.r.l., owner of 336.875 shares corresponding to 6,23% the share capital;
- Alberto Fusignani, owner of 72.157 shares corresponding to 1,33% of the share capital;
- Pietro Peligra, owner of 67.276 shares corresponding to 1,24% of the share capital;
- Marcket, owner of 1.017.215 shares corresponding to 18,80% of the share capital;
- Total shares: 5.409.507 corresponding to 100% of the share capital.
Italia Independent Group S.p.A.’s subscribed and paid up share capital, is equal to 5.409.507 Euro, divided into 5.409.507 ordinary shares of nominal value of 1.0 Euro each. Those shares are nominative, indivisible and issued under dematerialization (as of 15 December 2016). For info on the share capital resolved and non issued please refer to the Bylaws. For info on the Stock Options Plan 2012-2022 please refer to the Admission Document. The Issuer issued only ordinary shares and no other types of shares exist that confer voting rights or any other kind of right other than those of ordinary shares.
The Issuer issued only ordinary shares and no other types of shares exist that grant voting rights or any other right other than those of ordinary shares.
Information requirements for Significant Shareholders
As required by article 7 of the corporate Bylaws, in order to allow the Company to fulfil the applicable information obligations pursuant to AIM Italia - MAC Issuers’ Regulations, each shareholder doing transactions whose effect is a Substantial Change, as defined in the AIM Italia - MAC Issuers’ Regulations, in the shares they hold must notify the Company in writing by sending a letter to the Board of Directors and Board of Auditors within five working days after the date of the transactions concerned with all the necessary information for the Company to be able to fulfil its disclosure obligations as required by the AIM Italia - MAC Issuers’ Regulations.
Pursuant to AIM Italia Regulations, anybody who owns at least 5% of a category of financial instruments of Italia Independent Group is a “Significant Shareholder”. Significant Shareholders are required to notify any Substantial Change. A “Substantial Change” is defined as a situation where a 5% threshold is reached or exceeded and situations where 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 45%, 50%, 66,6%, 75%, 90% and 95% thresholds are reached or exceeded pursuant to the Regulations on Transparency. “Regulations on Transparency” are a set of rules concerning transparency and information requirements published in the Testo Unico della Finanza [Consolidated Finance Act] and Consob Regulations, as updated.
To this purpose, within 5 trading days after the date when the transaction that caused the Substantial Change was performed, the Significant Shareholder must notify Italia Independent Group about:
1. the identity of the Significant Shareholders involved;
2. the date when Italia Independent Group has been informed;
3. the date when the Substantial Change in the shares took place;
4. the price, amount and category of financial instruments of Italia Independent Group involved;
5. the nature of the transaction;
6. the nature and magnitude of the Significant Shareholder’s share in the transaction.
The notification may be made by using the form enclosed, to be first sent via e-mail to the address: email@example.com or by fax to +39 011 2635601, and subsequently sent in original to the address: Italia Independent Group – Investor Relations, corso XI febbraio 19, 10152 Torino.
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