Italia Independent Group S.p.A. - Listed company (IIG - AIM Italia/Alternative Capital Market) - is one of the top sunglass and eyeglass frame design and distribution companies. Thanks to its expertise in product design, even outside the industry, it boasts numerous commercial collaborations, including companies whose core business is not eyewear. These initiatives allow the Italia Independent brand to strengthen its global awareness by leveraging communication, style and design.
Italia Independent’s portfolio includes the brands owned by Italia Independent and Laps Collection, as well as licenced brands: Hublot (LVMH group), CR7 - Cristiano Ronaldo (debuting in the eyewear sector), Disney-Marvel-Star Wars (licenced by The Walt Disney Company Italia).
The Italia Independent model focusses on creative ability, qualitative product development and wholesale distribution. The distribution model allows full appreciation of the utmost product quality and a distribution policy that is customised according to the needs of the various brands.
History and Milestones
LA S.p.A., now called Italia Independent S.p.A., was incorporated on 1 August 2006. The Italia Independent brand was founded in January 2007, following the promotion and launch of a single product with innovative features, a carbon fibre pair of sunglasses handmade in Italy at a retail price of 1,007 Euros. From the outset, the Group's strategy was based on focus and differentiation, with the aim of attracting maximum media attention for the Italia Independent brand and disseminating the "philosophy" of the brand.
In June 2007, the Group's founders set up an agency called Independent Ideas in order to capitalise on their expertise in communication. 2007 was also the year in which the Group acquired a 17.5% minority stake in We Care S.r.l., which owns the Care Label brand, specialising in the production of high-quality denim, for the provision of support related to branding, communication and product development.
2008 saw the incorporation of a holding company at the head of the Group in order to rationalise the entrepreneurial activities of Lapo Edovard Elkann, the other founding members and the Group's top management in the field of eyewear, design and communication. 2008 was also the first year in which the Italia Independent brand enjoyed widespread dissemination, thanks to the launch of its debut collection of sunglasses and a number of articles of clothing, as well as marking the beginning of its collaboration with top brands such as Borsalino (hats), Arfango (shoes), Iveco (vehicles) and Pantofola d'Oro (footwear). The Independent Ideas agency also commenced new professional relationships with international creative partners and signed agreements with third-party customers, including Breil, Fox, La Stampa, Levi's, Moschino, Meltin'Pot, Pantofola d'Oro and Film Commission Torino Piemonte. A start-up called I Spirits S.r.l., of which the Group owns 50% of the share capital, was also founded for the production of an Italian vodka under the I Spirit Vodka brand, developed together with Arrigo Cipriani and Marco Fantinel, as well as receiving the Group’s support for the definition of its corporate identity and brand.
In 2009, the Group decided to focus on the core business of eyewear, licensing the production of clothing to the company Brama Sportswear. Regarding the eyewear sector, the Group launched its debut models of eyeglass frames and began the integrated and direct management of its organisational model. Distribution rose to around 220 customers in Italy and also began abroad; a temporary store was also opened in Saint Tropez. In addition to on-going collaborations with Arfango and Borsalino, there were those with Spy (a manufacturer of ski goggles) and Alfa Romeo.
2009 also saw the Group found Sound Identity S.r.l., of which the Group owns 30% of the share capital, an agency specialising in music-based communication projects.
Independent Ideas continued to develop by acquiring new customers, including Virgin Radio (for which it created the "Rock Save Italy" campaign) and Fiat, with which it completed the "Fiat 500 by Diesel" project, achieving both domestic and international visibility. In 2010, the range of Italia Independent products was bolstered by the launch of the first ever velvet glasses (I-velvet). The distribution network rose to approximately 650 customers in Italy and continued to expand abroad. There were also new collaborations with Dinh Van (a company that manufactures men's jewellery), Meritalia (operating in the furniture sector), Diesel (jeans) and Vans (a footwear company).
The Group continued to concentrate on aspects of communication, including restyling the www.italiaindependent.com website and further expanding Independent Ideas, which acquired customers such as Vogue Italia, Skitsch and La Rinascente, among others. On the commercial side, the Group signed a licence agreement which included use the historic Fiat 500 brand, the so-called "vintage", for the development of specific appliances and design furniture.
EVOLUTION OF THE GROUP
In 2011, the Group further extended its product offering by launching the I-thin family of glasses and expanding the range of models and colours available. Distribution rose to around 1,000 customers in Italy.
There were also new collaborations with Orciani (belt manufacturer), bStripe/Blossom (ski manufacturers), Toy Watch (watches) and Meritalia (a furniture collection inspired by the historic Fiat 500).
In 2011, the first single-brand franchise stores were opened in Alassio, Alessandria and Courmayeur and there was a communication campaign involving historical figures, as well as the “Be Independent. Everywhere” campaign in Japan and Scandinavia. For more information, see Section One, Chapter 6, Paragraph 220.127.116.11.
The growth of Independent Ideas continued and Bic, Gucci, Caffè Vergnano, Unicredit and Pinko joined its customer portfolio.
The Group grew thanks to the incorporation of Independent Value Card S.r.l., a company in which the Group holds 50% of the share capital and whose core business is the design of credit cards using various precious and technical materials.
The Group continued to develop in 2012, thanks to the launch of the I-cons family of eyewear and the I-teen family, the first to be specifically designed for children and teenagers. The Group's distribution network numbered approximately 1,400 customers in Italy and its presence abroad was also consolidated.
During 2012, new collaborations were established with important partners, including Juventus (for the creation of glasses to celebrate winning the Serie A football championship in 2012, replicated for the 2012/2013 season), Eclectic (men's jackets), Invicta (bags), K-way (sports jackets), Bear (swimming trunks), Mark Mahoney (dedicated range of eyewear), Victoria's Secret (dedicated range of eyewear), Smeg (refrigerators), Vertu (mobile phones) and Able to enjoy (wheelchairs for the disabled). The "shop in shop" project also kicked off, which involved setting-up Italia Independent stands at selected opticians, with the aim of attracting traffic to the premises and increasing the sales of glasses. In addition, 5 new mono-brand franchise stores were opened in Bergamo, Porto Montenegro, Bologna, Turin and Sestriere, as well as the first outlet at the Turin headquarters. The licence granted to Brama Sportswear for the production of lifestyle products expired at the end of 2012 and the Group commenced internal production.
The Group began the process of brand internationalisation: Italia Independent USA Corp. was incorporated in September 2012, with headquarters in Miami, to manage the American market and local units in France and Spain; a number of distribution contracts were also signed in the Middle East, Japan and in other countries.
The development of Independent Ideas in 2012 continued with the signing important new contracts, for example with Ferrari, Baglietto, Juventus, Jeep, Smeg and Vertu.
LISTING ON THE STOCK EXCHANGE
Italia Independent Group was listed on AIM Italia in June 2013. In that same year, it won the Ernst & Young award for Entrepreneur of the year, having taken a short number of years to achieve a measure of success in a traditional industry, thanks to an ability to work on the uniqueness of its products and its promotion of beauty as a key factor in the success of Made in Italy products, managing to be listed on AIM after a mere 6 years.
Italia Independent received recognition from MIT Technology Review Italia, the Italian edition of the authoritative Massachusetts Institute of Technology magazine dedicated to technological innovation, which included it in the 2014 top 10 most innovative Italian companies in the "smart & disruptive" category. The award acknowledged the results achieved in the field of research and innovation by Italia Independent, the first company in the world to introduce the velvet effect on eyewear.
Another significant and exclusive technological innovation from the Italia Independent brand, called I-Thermic, also contributed to the award. Two innovations "Made in Italy" that represent a significant contribution to the global eyewear market.
COLLABORATIONS & LICENCES
There have been a number of collaborations over the years with prestigious international companies – including adidas Originals, Hublot and Ducati - with which exclusive and unique products have been developed. These activities confirm the validity of a business model focussed on eyewear and aided by prestigious partnerships that confer an all-round status to the Italia Independent brand. At Mido 2015 Italia Independent launched an eyewear collection created for adidas Originals and inspired by one of the German brand’s most iconic sneakers, the Superstar, which first came out in 1969 and has been re-released in a new guise available in 50 different colours. Building on the success of the debut collection, Italia Independent unveiled the second edition of Superstar-inspired glasses at SIlmo 2016, featuring chromatic combinations and styles inspired by the adidas Originals product range, embellished by the latest finishes developed by Italia Independent.
In 2014, Italia Independent and Hublot signed a multi-year, synergistic agreement for the manufacture of a series of products in their respective fields of excellence. Glasses and watches with both stylistic and technical cutting-edge features, capable of exploiting the know-how of the two companies, which worked together closely on their development. The project was unveiled at a press conference held in Baselworld in March 2014.
Italia Independent officially entered the world of licensing in 2015, agreeing exclusive partnerships with some of the world’s premiere companies: Hublot (LVMH), adidas, The Walt Disney Company Italia, BBC, Juventus, Fiat 500 and many others.
In January 2020, Italia Independent Group announced an exclusive global agreement - lasting five years - between Italia Independent and Cristiano Ronaldo’s brand for the creation of CR7 branded eyewear collections. The debut CR7 Eyewear collection has been entirely designed for, dedicated to and inspired by Cristiano Ronaldo. The collection is available on sale from Spring/Summer 2020 by the best opticians in the world and on the top e-commerce platforms.
In September 2020, Italia Independent announce the signing of an international agreement that formalises the renewal of the licensing agreement up to 31 December 2024 for the creation of Eyewear collections. The renewal - signed before reaching the expiry date - confirms the relationship of great trust and respect created in recent years between the Swiss luxury manufacturer and the fashion and Italia Independent. The next licensed collection will be unveiled during Mido 2021 and will enjoy wide visibility within the Boutiques of the two Brands, by the best opticians and fashion stores in the world.
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 the chairperson and founder of Italia Independent Group and Garage Italia Customs. Born in New York (USA) in 1977, following his studies in France and Great Britain and a role as assistant to Henry Kissinger, Lapo distinguished himself as Global Head of Brand Promotion for Fiat Group (now FCA), during which he successfully implemented numerous BTL marketing projects and participated in the relaunch of the Fiat 500. In 2007, he set on an entrepreneurial path by founding the "Italia Independent" lifestyle brand, the "Independent Ideas" advertising and creativity agency and the "Italia Independent Group" holding company, listed on the Italian stock exchange in June 2013. In 2011, he began working with Ferrari on the Tailor Made project. In March 2015, he founded Garage Italia Customs, which offers customised solutions to the automotive and transport sector. In July 2013, he was inducted into the Automobile Hall of Fame, an American institution that celebrates and promotes successful figures in the automotive sector. He sits on the Board of Directors of Ferrari S.p.A and is a member of the Board of Directors of Good Films and Pinacoteca Gianni and Marella Agnelli.
Marco Cordeddu (CEO) is a manager with proven experience, having held senior positions in leading companies in the fashion, publishing, entertainment and automotive sectors, such as Canepa, De Agostini Publishing, Mikado Film and Fiat Auto. Marco Cordeddu is currently chairperson of the Stalam S.p.A. industrial group.
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):
Italia Independent Group’s governance structure comprises the following boards.
The current Board of Directors of Italia Independent Group was appointed at the Shareholders' Meeting on 8 April 2019 and shall remain in office until the approval of the financial statements for the year ending 31 December 2021.
On 18 October 2019, following the resignation of Mario Pietribiasi, there was a meeting of Board of Directors of Italia Independent Group S.p.A., which co-opted Marco Cordeddu to the Board of Directors and appointed him CEO of the Company.
On the same day, the Board of Directors of the subsidiary called Italia Independent S.p.A. co-opted Marco Cordeddu and appointed him CEO.
The members of the Board of Directors are:
- Lapo Edovard Elkann - Director
- Gianluca Ferrero - Director *
- Giovanna Maria Dossena - Director
- Marco Cordeddu - Director
(*) Director meeting the independence requirements specified in Art. 148, paragraph 3, of Legislative Decree no. 58/98.
BOARD OF STATUTORY AUDITORS
The current Board of Statutory Auditors was appointed at the Shareholders' Meeting on 8 April 2019 and shall remain in office until the approval of the financial statements for the year ending 31 December 2021. The members of the Board of Statutory Auditors are:
- Roberto Spada – Chairperson
- Elisabetta Riscossa – Substitute Auditor
- Maria Giovanna Volpe - Substitute Auditor
- Margherita Spaliviero – Substitute Auditor
- Cristiano Proserpio - Substitute Auditor
NOMAD: Bestinver SV S.A.
SPECIALIST: Mit Sim S.p.A.
AUDITING FIRM: Deloitte & Touche S.p.A.
SDIR NIS: BIt Market Services
Other Corporate Documents
The Financial Statements are available only in italian language.
|31 March 2021||Meeting of the Board of Directors. Approvation of the draft financial statements and of the Group consolidated financial statements until the 31 December 2020|
|30 April 2021||Ordinary Shareholders’ Meeting. Approvation of the financial statements until the 31 December 2020|
|30 September 2021||Meeting of the Board of Directors. Approvation of the half-year financial report until the 30 June 2021|
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 Bestinver S.V. S.A. analysts
- Lapo Edovard Elkann, titolare di 7.844.348 azioni pari al 53,39% del capitale sociale; (*)
- Creative Ventures S.r.l., titolare di 3.738.596 azioni pari al 25,44% del capitale sociale;
- Mercato, titolare di 3.110.907 azioni pari al 21,17% del capitale sociale;
(*) Il numero di azioni riferibili all’azionista Lapo Edovard Elkann è comprensivo delle azioni detenute direttamente e indirettamente tramite la società controllata Laps To Go Holding S.r.l.
Il capitale sociale di Italia Independent Group S.p.A. sottoscritto e versato è pari ad Euro 14.693.851,00 suddiviso in n. 14.693.851 azioni ordinarie da nominali Euro 1,00 cadauna. Le azioni sono nominative, indivisibili e sono emesse in regime di dematerializzazione (aggiornato al 23 marzo 2021). Per informazioni sul capitale sociale deliberato e non emesso si rinvia allo Statuto sociale. Per informazioni sul Piano di Stock Options 2012-2022 si rinvia al Documento di Ammissione
L’Emittente ha emesso solo azioni ordinarie e non esistono altri tipi di azioni che conferiscano diritti di voto o di altra natura diversi dalle azioni ordinarie.
Disclosure requirements of Significant Shareholders
Pursuant to the AIM Italia - Alternative Capital Market Issuers Regulation, the Company must promptly notify and make available to the public any Substantial Change notified by Significant Shareholders regarding ownership structures. "Significant Shareholder" means anyone with at least 5% of the share capital represented by Italia Independent Group ordinary shares. "Substantial Change" means attaining or exceeding the 5% threshold of the share capital represented by shares that confer voting rights, even if said right is suspended and the 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 45%, 50%, 66.6%, 75%, 90% and 95% thresholds pursuant to the Transparency Regulation are attained or exceeded. The "Transparency Regulation" is represented by the legislation on transparency and disclosure published in the Consolidated Law on Finance and in the Consob Regulations, as amended.
To this end, the Significant Shareholder must notify a Substantial Change to Italia Independent Group within 5 trading days from the day on which the transaction that caused the Substantial Change was performed.
Said notification shall be sent in advance by email to firstname.lastname@example.org and then sent by registered mail to: Italia Independent Group - Investor Relations, Via Emilia, 16 - 10078 Venaria Reale (Turin).
Italia Independent Group S.p.A. Investor relations
Tel.: +39 011 2635612
Fax: +39 011 2635601
Nomad Bestinver SV S.A.
Antonio A. Boccia
T. +39 02 30462 219
M. +39 389 251 3241
Corporate Press Office
AD HOC COMMUNICATION
Tel.: +39 02 7606741
Pietro Cavalletti – Alessandro Michielli
Email: email@example.com - firstname.lastname@example.org
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