EFTA00521863.pdf

ungaro A Strong Brand franchise - The brand enjoys true global recognition, with strong consumer awareness in places like the United States, Asia, the Middle-East or Latin America - This is a true brand, as opposed to a number of competitors being seen as fashion houses, a much more fickle positioning - Brand franchise has also been consistently supported by advertising contribution from the licensees - It is clearly a premium priced brand with a well-balanced positioning between the classic and the hard-fashion segments of the industry DOSSI N ADVISORY EFTA00521863  amenuel tangent) PA -1 • A Clear-Cut Brand Positioning CLASSIC C1ARC JACOBS P R I C E P 0 I N T DOSSIN ADVISORY EFTA00521864  emu urn PAP], An Acclaimed New Designer A young, up and coming designer, acclaimed by the international press, has recently taken the creative helm — Giles Deacon new designer since summer '10 — Giles started to dig into but also to update the brand's particularly rich archives — Oct '10: presentation of first collection (SS '11) by Giles Deacon. Euphoric reception by the press. — This first collection is clearly starting to re-entice retailers to the brand DOSSIN ADVISORY EFTA00521865  emantieirgero Enthusiastic Reception By The Press I like Deacon's zany sensibility -- overgrown chunky mufflers, "Who Killed "MI totally aware and respectful of the Bambi" prints, and grandma nylon knee- pressure but at the same time, I've run my highs are just a few memorable runway own business for eight years and worked looks from his recent namesake in lots of places," he told WWD. "I think as collections. Hopefully, he can inject some soon as you start worrying and thinking cool into Ungaro too. I can't wait to see about that too much, you're not what he does with a pink ruffle concentrating on doing good work which Booth Moore is the most important thing." CosAngeles times Giles Deacon VOGUE! :0\I "By contrast, Mr. Deacon is a 40-year-old designer with a couture sensibility who has developed his own house and could make a serious job of resuscitati- r. the Emanuel Ungaro heritage.. Suzy Menkes fork attics With Deacon — a graduate of London's famed Central St Martins — at the creative GILES DEACON helm we're sure Ungaro's star is set to shine bright following his first collection for the house in October. IN NI DOSSIN ADVISORY EFTA00521866 Spring Summer `11: First collection by em' us )...TgE" Giles DOSSIN ADVISORY EFTA00521867 emaruel ungaro PARIS DOSSIN ADVISORY EFTA00521868  A Licensing Model Offering Full emanual Lngaro Flexibility Going Forward Summary of Net Wholesale Turnover by Licensees (Eur) % 2,009 2010E 2011E 2012E 2013 E EUROPE 5,028,312 1,450,000 1,500,000 4,000,000 5,000,000 USA 998,092 350,000 15,350,000 18,350,000 18,350,000 CHINA : U by Ungaro 650,000 1,200,000 1,500,000 1,500,000 Total Women Ready-To-Wear 6,026,404 2,450,000 18,050,000 23,850,000 24,850,000 EUROPE 4,070,851 5,400,000 5,700,000 7,300,000 7,800,000 USA 1,902,734 8,100,000 10,560,000 16,250,000 17,050,000 THAIIANDE : Ungaro 675,688 750,000 750,000 750,000 750,000 COREE : Ungaro Homme 5,000,000 5,000,000 5,000,000 5,500,000 CHINA : Ungaro Homme 850,000 1,800,000 2,000,000 Total Men Ready-To-Wear 6,649,273 19,250,000 22,860,000 31,100,000 33,100,000 EUROPE 24,625,544 31,900,000 29,200,000 28,700,000 24,000,000 Total Accessories & Perfume 24,625,544 31,900,000 29,200,000 28,700,000 24,000,000 Total Sales Exd. Japan 37,301,221 53,600,000 70,110,000 83,650,000 81,950,000 JAPAN : RTW - U by Ungaro 5,600,362 7,000,000 7,500,000 7,500,000 7,500,000 Bags - U by Ungaro 9,802,136 11,200,000 11,000,000 11,000,000 11,000,000 Forrrel wear Ungaro Soie 412,639 600,000 1,700,000 1,700,000 1,700,000 Tabliers 750,000 250,000 250,000 250,000 Total Japan 15,815,137 19,550,000 20,450,000 20,450,000 20,450,000 Total Wholesale Sales by Licensees 53,116,358 73,150,000 90,560,000 104,100,000 102,400,000 DOSSIN ADVISORY EFTA00521869  Economic Size of the Brand much Larger me tal ungaro than Current Company's Revenue Summary of Royalties Revenue (Eur) 2,009 2010E 2011E 2012E 2013 E EUROPE 528,313 207,000 142,500 380,000 475,000 USA 80,473 30,000 457,250 714,000 714,000 CHINA : U by Ungaro 35,000 80,000 187,000 187,000 TOTAL WOMEN READY TO WEAR 608,786 272,000 679,750 1,281,000 1,376,000 EUROPE 605,061 740,000 744,450 870,000 870,000 USA 206,077 409,900 495,500 777,000 808,000 THAILANDE : Ungaro 71,394 88,000 81,850 90,000 90,000 COREE : Ungaro Home 450,000 450,000 450,000 495,000 562,000 CHINA : Ungaro Honine 61,200 130,000 210,000 TOTAL MEN READY TO WEAR 1,332,532 1,687,900 1,833,000 2,362,000 2,540,000 EUROPE 1,235,796 1,451,250 1,174,000 1,198,000 1,126,000 TOTAL ACCESSORIES & PERFUME 1,235,796 1,451,250 1,174,000 1,198,000 1,126,000 OPPORTUNITIES & GROWTH 800,000 750,000 1,000,000 TOTAL ROYALTIES EXCLUDING JAPAN 3,177,114 3,411,150 4,486,750 5,591,000 6,042,000 JAPAN : RTW - U by Ungaro 220,000 525,000 Bags - U by Ungaro 390,000 900,000 Formel wear Ungaro Sole 50,000 120,000 Tabliers 10,000 20,000 TOTAL JAPAN 670,000 1,565,000 Grand TOTAL 3,177,114 3,411,150 4,486,750 6,261,000 7,607,000 DOSSIN ADVISORY EFTA00521870  Acreit.ial ungaro Large Potential for More Product Lines ". Anis EXISTING OPERATIONS OPPORTUNITIES St, et ernenuel ungere • Women's RTW (direct business) • Eyewear • Women's Accessories (direct business) • Watches • Couture Fabrics • Fine jewellery • Homewear (Bed & Bath) • Men's RTW • Fragarnce & Bath Products nnuel Liven, • Men's accessories •••1•I • Women's RTW • Women's shoes, bags, SLG • Men's RTW, Sportswear, Shirts LNECitifj- S3 • Men's shoes, bags, SLG & knits in North America, Europe • Eyewear Middle-East, Korea, China, Thailand Men's RTW in Japan • Men's Sportswear in Japan • Women's RTW in Japan • Women's and Men's • Bags and SLG in Japan RTW and Access in • RTW in China, Taiwan by Americas, Europe, • Fragrance & Cosmetics ungaro Middle-East globally Eyewear • Costume Watches & Jewellery globally DOSSIN ADVISORY EFTA00521871  ernanuel ungei•o Many product categories, including the high-margin accessories segment, have actually not been exploited recently: • 1st Line or Designer Line: — Women's Wear license reintegrated internally in 2009; it will only start to be exploited with the Spring/Summer 2011 collection; — Men's Wear license reintegrated internally in 2009; not been exploited since; — Women's Accessories license reintegrated internally in 2009; first collection due in March; — Potential to launch a Fine Jewellery Range; and a Fine Watch Range — Full flexibility to either run these businesses internally or license them out again • Diffusion or Bridge Line boasts many unexploited opportunities: — Leather Goods: Potential to launch a bag line, shoes and small leather goods (SLG) — Potential for a Jewellery line, an Eyewear line, a Men's Accessories line, as well as a Men's RTW and Sportswear line in Japan • The Contemporary Line (U by Ungaro) has the potential for: — Women's RTW + Accessories in all the Americas, Europe and the Middle-East — Men's RTW and Accessories in the same regions For example, the only country with a bags business is Japan (U by Ungaro, contemporary line) with already Eur11m wholesale sales in 2010. Rolling this business into the Diffusion/Bridge and the 1St Line or Designer lines would trigger a significant increase in sales and a meaningful boost to the average margin-mix DOSSIN ADVISORY EFTA00521872  ernanual ungaro U by Ungaro Effectively Positioned See by Chloe Elie Tahari 550$ 425$ Diane con Furstenberg 334$ Marc by Marc Jacobs 288$ DKNY by 283$ ungaro 269$ Lauren by Ralph Lauren Theory BCBG 258$ 258$ 252$ Juicy Couture 212$ French Connection 163$ MICHAEL Michael Kors 135S Zara ORDABLE CLASSIC MODERN/TRENDY DOSSIN ADVISORY EFTA00521873  A Global Brand Awareness But Only a Regional Business at this Point Whilst the brand awareness is really global, Regional Breakdown - 2009 business is now mostly focused on Europe, Japan, Wholesale sales by Licensees and to a lesser extent the US, hence a large potential to expand For example, the company will benefit from a South large increase in minimum guaranteed fees for America the recent Chinese license North 9% America Large growth opportunities in the US. Brand 13% awareness there is strong, as wholesale sales used to amount to c. $200m, over a network of some 450 stores, a few years ago; Large potential to launch the U by Ungaro contemporary brand in the US, eg through exclusive agreements with key high-end retail chains; The large Japanese license portfolio will become available for buy-back in 2012, allowing for about 60% return on investment on a yearly basis DOSSI N ADVISORY EFTA00521874  ennanual ungara --,„ An Under-Distributed Brand • Judging by the number of doors, current distribution is particularly selective, and the brand is currently under-marketed • Wholesale distribution could be significantly expanded, at little or no incremental costs. — 1st Line from c. 50 doors to 150+ over the next 2/3 years — Bridge from 30 doors to 300 + — Contemporary from 30 doors to potentially 500+ • In addition, directly operated stores (DOS) could be selectively added over the next few years. DOSSIN ADVISORY EFTA00521875  ,Tnanuel ungaro Restructuring Program Under Way • Key management positions (Chief Executive Officer and Chief Financial Officer) are available to be filled by the future shareholder/operator. • Chief Operating Officer, promoted from within the company some 1and1/2 years ago, has extensive knowledge of the business, with over 20 years within the company, and with further strong industry background prior to that • COO has embarked on a cost overhaul program in the last 12 months, paving the way for a steady increase in profitability • Only c.25 staff members • Rich archives • Strong and well-protected IP portfolio DOSSI N ADVISORY EFTA00521876  2010 Organisation Chart manual ungao ran I* Asim Abdullah President & CEO Marie FOURNIER General Manager [ (Studio — Women's RTW Sales Manager Communication Ad & Event Finance 8 persons 1 person Manager Manager Department Studio Men's RTW 1 person Montaigne Flagship 1 person 1 pe son 4 Human Resources 1 person Sales Department 6 Persons 4 persons i Accountimg Dptmt Communication Ad & Event 3 persons Atelier Department Team 7 persons 3 persons 2 persons General Services 1 person ) CONFIDENTIAL DOSSIN ADVISORY EFTA00521877  emanual ungaro Attractive Assets and A Particularly Clean Balance Sheet • The company enjoys significant assets beside its strong brand and license portfolio, in particular: — It operates a superb flagship store as well as outstanding offices and showrooms on Avenue Montaigne (Paris), — This magnificent flagship store spreads over some 360 sqm (or some 4,000sqft). It has a significant key money value, estimated at Eur9.5m about 3 years ago by a leading commercial real estate agent in Paris; — The company also operates c. 730 sqm of prime offices and showrooms above the flagship store on Avenue Montaigne; — It owns the DIVA brand name in the perfume and cosmetics category, a brand name coveted by many players. It has overtime received numerous approaches from parties interested to buy this brand name from Ungaro; — The company enjoys a significant tax-loss carry-forward (c. Eur8Omn), which can be offset against future profits of the business or similar activities; • The company is virtually clear of bank debt. DOSSI N ADVISORY EFTA00521878  ernanuel ungaro SALES AND GROSS PROFIT 2009 2010 F 2011E 2012E 2013 E TOTAL NET REVENUES 8,475 6,471 14,352 22,625 30,482 Wholesale Sales 1,695 1,220 7,700 13,050 18,000 Wholesale RTW 505 450 6,600 10,000 13,000 Wholesale Accessories 673 0 0 1,500 3,000 Wholesale Internet 0 200 500 750 1,000 Clearance Sales 505 510 500 500 500 Haute Couture 12 60 100 300 500 Retail Sales 2,939 1,650 2,000 3,000 4,500 License Revenues 3,841 3,601 4,652 6,575 7,982 Commissions 170 60 0 0 0 Royalties 3,112 3,410 4,487 6,260 7,607 Advert.Contrib. Income 559 131 165 315 375 Direct Gross Profit (281) 565 3,880 6,558 9,175 Direct Gross Margin -6% 20% 40% 41% 41% Wholesale RTW 56 180 2,970 4,500 5,850 11% 40% 45% 45% 45% Wholesale Accessories 137 0 0 675 1,350 % 20% 45% 45% Wholesale Internet 0 40 175 263 350 % 20% 35% 35% 35% Haute Couture 12 21 35 105 175 100% 35% 35% 35% 35% Retail Gross Sales (486) 324 700 1,015 1,450 -17% 20% 35% 34% 32% TOTAL GROSS PROFIT 3,560 4,166 8,532 13,133 17,157 Total Gross Margin 42% 64% 59% 58% 56% DOSSIN ADVISORY EFTA00521879  ernenual ungaro OPERATING EXPENSES AND EBITDA: I I I 2009 2010 F 2011E 2012E 2013 E General & Admin. Exp. (11,423) (7,319) (6,736) (7,250) (7,800) % of Net Revenues -135% -113% -47% -32% -26% Staff Expenses (4,488) (3,148) (2,700) (2,900) (3,100) Office & Shop Rents (2,993) (1,758) (1,580) (1,600) (1,600) External Consultants (1,612) (881) (1,090) (1,200) (1,400) Legal & Accounting (1,053) (705) (580) (600) (600) Travel Expenses (719) (451) (397) (550) (700) Telecommunications (113) (70) (66) (70) (70) Utilities (295) (208) (152) (150) (150) Service Fees Japan 395 370 200 200 200 Other General Expenses (545) (468) (371) (380) (380) Selling Expenses (3,183) (2,170) (3,301) (3,840) (4,340) % ofNet Revenues -38% -34% -23% -17% -14% Media Costs & Adv Prod Costs (369) (181) (158) (200) (250) Shows and Exhibitions (750) (350) (400) (550) (650) Commissions expenses (82) (102) (200) (300) (350) Net Freight Out Costs (192) (160) (110) (110) (110) Commercial sales Costs (425) (302) (375) (400) (400) Other Selling Expenses (228) (95) (78) (80) (80) Samples Costs (1,202) (1,000) (1,980) (2,200) (2,500) Other Commercial & Selling Exp. 65 20 0 TOTAL COSTS (14,606) (9,489) (10,037) (11,090) (12,140) EBITDA (11,046) (5,323) (1,505) 2,043 5,017 % ofNet Revenues -130% -82% -10% 9% 16% DOSSIN ADVISORY EFTA00521880  emanuel ungaro IMPORTANT LEGAL INFORMATION (1) PA PIP En detenant ce Memorandum, le destinataire et le detenteur de ce Memorandum certifient (1) avoir lu et compris l'integralite de la presente section de ce Memorandum; (2) remplir toutes les conditions requises pour etre legalement detenteurs de ce Memorandum; et (3) disposer maitrise suffisante de la langue anglaise pour avoir parfaitement compris l'integralite de ce Memorandum. A defaut, ils doivent immediatement retourner ce Memorandum a l'expediteur, garder aucune copie sous aucune forme et ne pas le communiquer a quiconque. This draft Memorandum has been prepared and is being circulated on an introductory basis by Emanuel Ungaro (the "Company"). It is being delivered to a limited number of parties, who have already expressed a preliminary interest, in order to ascertain their interest in acquiring part of the share capital of the Company (the "Investment Opportunity'). It does not constitute an offer or invitation to purchase any shares, and should in no way be perceived as investment advice, recommendations or services, and can not be construed as such offer, invitation, advice, recommendation or service in any jurisdiction where it would be illegal, or to the benefit of any person or entity which could not lawfully be the beneficiary of such offer, invitation, advice, recommendation or services, or if the person or entity making such offer, invitation, advice, recommendation or services is not lawfully allowed to make it. It is sent for the exclusive use of the persons to whom it is addressed, and their advisors. This document, which has been prepared by the Company, has not been approved for the purposes of section 21 of the Financial Services and Markets Act ("FSMA"), nor has it been approved for the purposes of any other regulation in any other jurisdiction, including for example the U.S. Securities Commission, or any State Securities Commission, nor specifically by any French jurisdiction, including by the Autorite des marches financiers (AMF). Whilst the information in this Memorandum is believed to be accurate, neither Dossin Advisory, Jacques-Franck Dossin, Emanuel Ungaro nor any of their respective subsidiaries, representatives, partners, directors, officers, employees, advisers or agents (their "Related Entities or Persons") make any representation, warranty or undertaking, express or implied, with respect to the contents of this Memorandum and no responsibility is accepted by any of them for the relevance, accuracy of this Memorandum or for omissions from this Memorandum or for any other written or oral information transmitted or made available to a prospective purchaser, nor for any decision made on the basis of this Memorandum or of such information. Neither Jacques-Franck Dossin nor Dossin Advisory and its Related Entities or DOSSIN ADVISORY EFTA00521881  emanuel ungaro rein u• IMPORTANT LEGAL INFORMATION (2) Persons have not been able to independently check the content of information which has been, is or will be provided, even in the event where this information has been prepared by Jacques-Franck Dossin or Dossin Advisory and its Related Entities or Persons . Any purchaser of part of the share capital of the Company must rely solely on any representations, warranties and undertakings included in the final agreement entered into by Emanuel Ungaro or/and its shareholders (which will not contain any representations, warranties or undertakings regarding this Memorandum). The receipt of this Memorandum by any person, any information contained herein or supplied herewith or subsequently communicated to any person in connection with this Investment Opportunity is not to be taken as constituting the giving of advice of any kind by Jacques-Franck Dossin, Dossin Advisory and its Related Entities or Persons , Emanuel Ungaro or any of their Related Persons, to any such person. Each such person should make its own independent assessment of the merits or otherwise of this Investment Opportunity and should take its own professional advice. Emanuel Ungaro, Jacques-Franck Dossin or/and Dossin Advisory and their Related Entities or Persons undertake no obligation to provide the recipients of this Memorandum with access to any additional information or to correct any inaccuracies herein which may become apparent, and they reserve the right, without advance notice, to change the procedure related to this Investment Opportunity or to terminate negotiations at any time prior to agreeing any offer. The issue of this Memorandum shall not be taken as any form of commitment on the part of Emanuel Ungaro or/and its shareholders to proceed with any transaction. Save pursuant to an available exemption from applicable securities laws in the relevant jurisdiction neither this document nor any copy of it may be taken or transmitted into the United States, Canada, Ireland, Japan or Australia or distributed to the United States, Canada, Ireland, Japan or Australia or to any national, citizen DOSSIN ADVISORY EFTA00521882  emenuel ungaro IMPORTANT LEGAL INFORMATION (3) 'Is or resident thereof or any corporation, partnership or other entity created or organised under the laws thereof. Nothing in this document shall be construed as the giving of investment, tax, legal or other advice by the Company, Jacques-Franck Dossin, Dossin Advisory and/or any Related Entities or Persons. The distribution and possession of this document in certain jurisdictions may be restricted by law and therefore persons into whose possession this document comes could violate the law of such jurisidictions. These persons should inform themselves about and observe any such restrictions. The communication of this Memorandum is restricted to those people who may lawfully receive such communication under each and all of (1)the Financial Services and Markets Acts ("FSMA") and any order or regulation made thereunder, including but not limited to the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") (in particular, and pursuant to section 21 of FSMA, this Memorandum may only be communicated in circumstances and/or to persons with the benefit of an exemption set out in the Order); (2) the MiFID (Markets in Financial Instruments Directive) and by the Autorite des Marches Financiers; and (3) under any law, rule, order, regulation or otherwise relevant to the jurisdiction where they are based. In addition, the communication of this Memorandum is restricted to those people who may lawfully receive it under any other jurisdiction and under any other local order or regulation which may be relevant to the communication and this Investment Opportunity. It is the responsibility of the recipient and of the holder of this Memorandum to ensure that they may lawfully receive such communications. Should the recipient of this Memorandum not qualify to lawfully receive such communications, or should the recipient have any doubt thereon, the recipient should immediately return this Memorandum and any related communication to the sender, without forwarding it to anyone in any form and without retaining any copy of any form of this communication. Under the MiFID, it is reminded that only Professional Investors are allowed to receive such Memorandum, and that the definition of such "Professional investors" only applies to investors who possess the experience, the knowledge and expertise which enable them to take their own DOSSIN ADVISORY EFTA00521883  ernanual ungaro IMPORTANT LEGAL INFORMATION (4) investment decisions and to correctly evaluate the risks associated with these investment decisions. The Recipient and the holder of this Memorandum certify and represent that they have read the original MiFID definition and that it applies to them. By receiving and/or possessing this Memorandum, the recipient and the holder of this communication acknowledge and testify that, under the FSMA and FSA rules, he/she/it is legally qualified to receive such communication, and in particular that he/she/it: - is an overseas recipient (from the point of view of both the United Kingdom and France), - is a "Certified High Net Worth Individual" under the definition by the FSMA and the FSA rules and regulations) - is a "Sophisticated Investor" as per the FSMA and the FSA rules and regulations. To qualify as a sophisticated investor, a person must be sufficiently knowledgeable to understand the risks associated with investments of the type described in this Memorandum - is a "Self-Certified Sophisticated Investor" as per the FSMA and the FSA rules and regulations, and/or - is an "Investment Professional" under the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and has been, in the last 30 months, a participant of an unregulated CIS (Collective Investment Scheme) This document (including its contents), which is confidential, is therefore exempt from the general restriction in section 21 of the FSMA on the communication of invitations or inducements to engage in investment activity. Neither the Company, Jacques-Franck Dossin, Dossin Advisory nor any Related Entities or Persons will bear any responsibility related to the delivery, possession , distribution or use of this Memorandum by any entity or person. DOSSIN ADVISORY EFTA00521884  ernanuel ungaro IMPORTANT LEGAL INFORMATION (5) ""' Risks There are risks associated with this Investment Opportunity. These risks include, but are not limited to, the following: • Difficult economic environment. The luxury goods and personal care sectors were affected by the poor economic environment in the last downturns. Current environment could remain subdued for a while. • Trading down. Consumers could trade down, for example as a result of poor economic conditions, to cheaper brands or products • Fashion and Beauty Trends. Emanuel Ungaro cannot guarantee that fashion trends will not evolve in a way which could affect the popularity of the Company's products. Consumers can be fickle and might move away from the product offering of the Company. • Higher fixed costs and working capital requirements associated with reintegrating licenses internally. Management has highlighted its willingness to reintegrate some of its previously licensed- out businesses internally. This will likely require more commercial people, marketing support and working capital. This is likely to result in an increase in fixed costs, which might become a burden should sales or gross margin fall below expectations. • Potential losses. Emanuel Ungaro has been reporting losses in recent years. Whilst results have been improving and management is looking for the Company to reduce losses, and then to be profitable in future years, it is worth mentioning that, should these losses continue, they would have to be financed. • Credit conditions. The current tight liquidity in the credit market might affect potential future credit funding available to the Company or/and its customers. DOSSIN ADVISORY EFTA00521885  emenuel ungaro IMPORTANT LEGAL INFORMATION (6) ”4". By accepting this Memorandum the recipient agrees to keep at all times confidential the information contained herein or made available in connection with this or any further investigation into this Investment Opportunity. The recipient is reminded of the obligations in the confidentiality agreement which he/she/it has already signed. This Memorandum is for the exclusive use of the person to whom it is addressed and such person's directors or other officers, employees and their advisers [for the purpose of the proposed Investment Opportunity] and shall not be copied, reproduced or distributed to any other person [or used for any other purpose] without the prior written consent of Jacques-Franck Dossin, Dossin Advisory and its Related Entities or Persons [or as permitted by the confidentiality agreement mentioned above]. The recipient also agrees not to discuss the information contained herein or sent herewith or made available in response to further enquiries or any other matters in connection with the proposed Investment Opportunity, with the employees, suppliers or customers of the Company or of any of the Company's subsidiaries or associated companies without the prior written consent of the Company. This Memorandum and all other information supplied or to be supplied is being delivered to prospective interested parties in this Investment Opportunity for their own information purposes only and upon the express understanding that such prospective parties will use it only for the purpose of deciding whether they wish to make an offer in relation to this Investment Opportunity. Upon request, the recipient will promptly return to the Company all material received in connection with this Investment Opportunity (including this Memorandum) without retaining any copies thereof, in whichever form. DOSSIN ADVISORY EFTA00521886  ernarual ungaro Arna IMPORTANT LEGAL INFORMATION (7) Jacques-Franck Dossin and/or Dossin Advisory and their Related Entities or Persons are acting only for the Company in connection with this Investment Opportunity and is not acting for or advising any other person. You will not, therefore, be a client of Jacques-Franck Dossin, Dossin Advisory or any of their Related Entities or Persons. Jacques-Franck Dossin, Dossin Advisory or their Related Entities or Persons will not be responsible towards you for providing the regulatory protection afforded to their clients and will not be advising you on the proposed investment opportunity. You are therefore recommended to seek your own independent legal, investment and tax advice where you think necessary. The statements contained in this Information Memorandum and in any other information provided to you by the Company, Jacques-Franck Dossin, Dossin Advisory or/and any of their Related Entities or Persons that are not purely historical are forward-looking statements, including statements regarding the Company's expectations, hopes, intentions or strategies regarding the future. You should not place undue reliance on forward-looking statements. All forward-looking statements included in this document are based on information available to the Company on the date they were included, and The Company, Jacques-Franck Dossin, Dossin Advisory or any Related Entities or Persons assume no obligation to update any such forward-looking statements. Neither the delivery of this Memorandum nor any potential transaction related to this Investment Opportunity shall, under any circumstances, constitute a representation or create any implication that there has been no change in the Company's affairs since the date this information was included in this Memorandum. It is important to note that the Company's actual results could differ materially from those in such forward-looking statements. DOSSIN ADVISORY EFTA00521887 emanuel ungaro DOSSIN ADVISORY ONE OF THE MOST RECOGNIZED COUTURE HOUSE EFTA00521888