SPAC in CLOUD Streamlining the access to public markets through the ELITE Club Deal platform.

Palazzo Mezzanotte, Milan - 11 July 2017

ELITE Product Suite

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ELITE provides a fully integrated product suite, providing private companies with a range services across the full value chain, from education to financing opportunities.

2012 2015

< < <

2016

CATALYST FOR GROWTH A full-service programme for

ambitious companies designed to share best

practices and enhance growth opportunities, including the

understanding of capital markets.

CONNECTION TO INVESTMENT

OPPORTUNITIES A digital platform that brings together listed companies,

institutional investors and financial intermediaries to enable easier

interactions and increase productivity.

CAPITAL FOR GROWTH An online private placement

platform designed to streamline the capital raising process for

companies.

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International Growth

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Launched in 2012, ELITE has over 600 companies enrolled and is growing rapidly

601 COMPANIES

25 COUNTRIES

48

104

190

306

463

601

48 104

158 207

284

386 32

59

87

104

40

92

111

2012 2013 2014 2015 2016 2017(YTD)

Italy UK International

Diverse Company Network

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209

123

90

58

39

30 20 13 10 9

Industrials

Consumer Goods

Technology

Consumer Services

Health Care

Basic Materials

Financials

Utilities

Telecommunications

Oil & Gas

357 129

60

37 18

< €50M

€50-100M

€100-200M

€200-500M

> €500M

Industry Revenue Range

216,000 EMPLOYEES

€49bn AGGREGATE

REVENUE

25 COUNTRIES

34 SECTORS

601 COMPANIES

ELITE Club Deal

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ELITE Club Deal aims at supporting ELITE companies’ financial needs by bridging the gap towards the public market

Training Business Model Growth strategies

< < < ELITE

Programme

Public Market

<

Professional Investors

ELITE Companies

ELITE Certificate (attendance)

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ALTERNATIVE FINANCING NEEDS

ELITE Club Deal Highlights

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Multiple funding / investing options (equity, bonds, convertibles, CBOs)

Streamlining the capital raising process (standard workflow and documentation)

Success-fee based model for companies. No fees for investors

Innovative web-based portal

KEY DIFFERENTIATORS

ELITE Club Deal is the digital private placement platform for ELITE companies and professional investors

Easy access, all-in-one place approach (company profile, data room, self-promotion

mechanisms, advisor selection)

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ELITE Club Deal Platform

Company

ELITE Partner

Company data

Cornerstone Investors

Follow-on Investors

Agent 1

Agent 2

Settlement Bank

Origination and deal structuring

Negotiation and deal matching

Deal transaction and settlement Post closing

Outside of ELITE Club Deal platform

Outside of ELITE Club Deal platform

ELITE CLUB DEAL SPAC in CLOUD

What is SPAC in CLOUD

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The new path to the IPO that combines the advantages of the traditional SPAC and the digital fundraising model of ELITE CLUB DEAL

• SPAC in CLOUD is an environment of ELITE Club Deal dedicated to the fundraising of companies seeking admission to the public market

• Investors have direct and online access to investment opportunities in IPOs

• Negotiation among Promoters, Company and Cornerstone Investor

• Cornerstone Investor minimum commitment of 20% of the total offer before addressing the opportunity to Follow-on Investors

• Promoters, Cornerstone and Follow-on Investors subscribe security sets with different combinations of Company’s shares and warrants

• The transaction execution is subject to the admission to the public market

From SPAC …

… to SPAC in CLOUD

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How it works

Target Company

ELITE Partner

Company data Cornerstone

Investor/s

Promoters

Follow-on Investors

Agent

Listing process

Each player enters

in the deal investing into a dedicated mix of securities

01

PROMOTERS IDENTIFY & NEGOTIATE

THE INVESTMENT OPPORTUNITY

02

COMPANY ACCESSES THE ECD PLATFORM:

• upload of documents • opening of the investment

opportunity • order collection

03

CLOSING AND ADMISSION TO PUBLIC

MARKET

• Company with pre-money valuation of € 100M, searching for € 50M capital increase to finance acquisitions

• Promoters invest € 1M at the service of due diligence and pre-listing activities, qualified in Preferred Shares of Company convertible in ordinary shares (three tranches of 1/3 each) according to performance milestones

• Cornerstone subscribes to 1/3 of Preferred Shares, and commits to 1/3 of investors securities

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How it works – Example 1/2

ILLUSTRATIVE SCENARIO

• Promoters negotiate the potential operation with the selected Company and present it to Investors interested in subscribing to € 50M capital increase (alongside with Cornerstone), subject to contextual admission of Company on AIM

COMPANY SELECTION

& STRUCTURING

• Company issues new ordinary shares for a total amount of €50 M, of which €15 M subscribed by the Cornerstone

• Investors and Cornerstone get 1 semi-cashless warrant per every Company share subscribed

• 1/3 of the Preferred Shares held by Promoters and Cornerstone are converted into ordinary shares for € 2,3M nominal value

• Company ordinary shares and warrants are admitted to AIM

CAPITAL INCREASE AND ADMISSION

• Company ordinary shares and warrants start to be independently traded on AIM

• Once reached certain share price valuations (in terms of monthly average price) within 3 years, all residual Preferred Shares are converted in ordinary shares, up to further € 4,6M nominal value

• Once steadily reached the threshold price of € 13 per share within 5 years, warrants are compulsorily converted into ordinary shares for a maximum, nominal amount of € 1,36M.

BEGINNING OF NEGOTIATION

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How it works - Example 2/2

VALUE EVOLUTION

• Based on ordinary

shares market performance, value is allocated among the different securities issued by Company and held by Founders, Promoters, Market and Cornerstone.

• The Interests of the different security-holders are all aligned to market performance of ordinary shares.

Main advantages

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• Private structuring and negotiation

• Success-driven role

• Cash investment

Promoters

Investors

Entrepreneurs

SPAC …

… in

CLOUD

• Private and tailored negotiation

• Alignment of interests with Promoters

• Specific corporate solutions

• Free access to pre-IPO deals

• Leverage on Promoters know-how

• Access to SPAC-like units (shares + warrants)

• Reduced timing/costs no more SPV to warehouse money • Pre-agreement with Cornerstone Investor/s • Placement of the investment proposal on the ECD Platform

• Help-Desk assistance + platform tools + ELITE Partners’ skills

• Rapid execution of operation and listing

• Higher consensus thanks to the pre-agreement by Cornerstone Investor/s

• Promoters contribution to listing costs

• No need to invest (months/years) in advance

• Direct investment in the proposed Company • Comfort to non-specialized investors of the Cornerstone's pre-entry

• Cornerstone Investor/s participate to Promoters’ securities

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