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    ASR   IT0001008876

A.S. ROMA S.P.A.

(ASR)
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2021 - 10 - 27 Financial Report ASR Media and Sponsorship for the year ended 30 June 2021

10/27/2021 | 05:32pm EST

ANNUAL FINANCIAL REPORT

FOR THE FINANCIAL YEAR ENDED AS AT 30 JUNE 2021

TABLE OF CONTENTS

CONTENT AND FORM

3

GENERAL INFORMATION

3

CORPORATE BODIES

5

REPORT ON OPERATIONS

7

SIGNIFICANT EVENTS THAT HAVE OCCURRED IN THE FINANCIAL YEAR

8

SIGNIFICANT EVENTS AFTER 30 JUNE 2021

9

ECONOMIC AND FINANCIAL PERFORMANCE

10

RELATIONS WITH RELATED PARTIES

12

NOTES KEY PERFORMANCE INDICATORS

14

COVENANT, NEGATIVE PLEDGE AND OTHER CLAUSES OF THE BOND LOAN

17

INVESTMENTS IN SUBSIDIARIES, AFFILIATES AND PARENT COMPANIES

19

RESEARCH AND DEVELOPMENT COSTS

20

MAIN LEGAL PROCEEDINGS AND DISPUTES

20

TAX-RELATED REMARKS

20

MAIN RISKS AND UNCERTAINTIES TO WHICH THE COMPANY IS EXPOSED

20

BUSINESS OUTLOOK AND GOING CONCERN

25

FINAL CONSIDERATIONS

30

FINANCIAL STATEMENTS AND NOTES FOR THE FINANCIAL YEAR ENDED AT 30 JUNE 2021

31

FINANCIAL STATEMENTS

32

EXPLANATORY NOTES

37

LEGAL NOTICE AND CONTACTS

74

REPORT OF THE INDEPENDENT AUDITORS

75

2

CONTENT AND FORM

This Annual Financial Report for the year ended 30 June 2021 (hereinafter also referred to as the "Annual Report" or "Report"), relates to the operating performance of ASR Media and Sponsorship S.p.A. (hereinafter, also the "Company" or "MediaCo"), referring to the financial year 2019-2020(hereinafter, the "Financial Year" or "Period"), closed on 30 June 2021.

The Company, in application of IAS/IFRS Standards, is considered a special purpose Company and, therefore, is consolidated in the AS Roma Group, including A.S. Roma S.p.A. ("Parent Company" or "AS

Roma"), Soccer Società in Accomandita Semplice di Brand Management Srl (hereinafter "Soccer SAS"),

Roma Studio and MediaCo. As a result of these considerations, the Company prepares its annual financial statements on the basis of international accounting standards, in line with what the Parent Company AS Roma has done.

In compliance with the reference regulations, the Company adopts the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (hereinafter "IASB"), approved

by the European Commission in accordance with the procedure set out in Article 6 of Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002, in force as at 30 June 2021. More specifically, the valuation criteria and accounting standards used are in line with those adopted for the Annual Financial Report at 30 June 2020, to which reference is made.

The amounts and comments contained in the tables included in the Report on operations and in the Notes are expressed in thousands of Euro, unless otherwise indicated. Amounts included in the Financial Statements are shown in Euro. The rounding up or down of amounts to the next Euro can give rise, in statements containing accounting data, to items that add up to an amount that is different from the one shown in the line recording the total of same.

Finally, it should be noted that the Report on operations and the Notes to the Financial Statements contain forward-looking statements relating to the economic and financial performance for the year 2021/2022, based on estimates and forecast data which, by their very nature, present varying degrees of uncertainty as to whether they will actually come true, since the forecasted events from which they originate may not occur or may occur to a different extent from that forecasted, while events that cannot be foreseen at the time of their preparation may occur, thus generating even significant deviations between actual and forecasted values.

GENERAL INFORMATION

CONSTITUTION OF THE COMPANY

ASR Media and Sponsorship S.p.A. was established on 2 December 2014 in the context of the process of

refinancing and reorganisation of activities related to the exploitation and management of the AS Roma brands and the management of the "media" activities, which were separated from the management of

the core business of AS Roma, i.e., the organisation and carrying out of football matches. More

specifically, ASR Media and Sponsorship has been assigned all the activities related to licensing and sponsorship, as well as those known as "direct media rights", whose activities are currently linked to the TV channel "Roma TV" and the radio channel "Roma Radio", as well as other activities carried out on

digital platforms (e.g., website, Facebook, Twitter, Instagram, Pinterest, Weibo, WeChat).

In fact, on 11 February 2015, the shareholder AS Roma S.p.A. transferred the "TeamCo Going Concern" Business Unit, relating to the management and commercial exploitation of "direct media rights ",

consisting of media rights relating to the production and broadcasting, via TV, radio or other media, of content (audio-visual and photographic material) relating to national and international matches, and in

3

general to the activities, of the AS Roma football team, other than the contracts relating to the indirect

"media" rights, centrally managed by the Lega Nazionale Professionisti Serie A and UEFA. More

specifically, the business unit transferred by AS Roma to the Company consists of the following assets and legal relationships:

  • ownership of the Library (or "historical showcase") consisting of all audio-visualmaterial relating to the activities of the Company, other than that which is the subject of the so-called "indirect media rights" managed by LNP and UEFA;
  • brand ownership (Club Home, Club Privilege and Club Away) associated with fan loyalty activities;
  • media license agreements with related receivables and deferred income;
  • contract entered into with Broadcast Solutions S.r.l. for the supply of technical and editorial services relating to the production of the Roma thematic channel (Roma TV) and the Radio channel (Roma Radio);
  • contracts for the supply of goods and services, and related payables and prepaid expenses:
  • contractual relations with employees employed to carry out the activities related to the business of the business unit being transferred;
  • tangible assets used to carry out the activities related to the business unit being transferred;
  • registration of AS Roma in the Register of Communications Operators (ROC);
  • all other assets and liabilities relating to the business unit being transferred.

On the same date, the shareholder Soccer transferred to the Company the "Soccer Going Concern"

Business Unit, relating to the management and commercial exploitation of the AS Roma brands. The scope of the transferred assets and liabilities is defined by all existing legal relationships for sponsorship, advertising and merchandising, with the only exceptions being the merchandising business relating to the retail management of Roma Store (including the management of online sales through the website www.asromastore.it), and the portion of advertising and sponsorship contracts involving the sale of match tickets, which are not included in the scope of the transfer. More specifically, the business unit transferred by Soccer consists of:

  • ownership of "AS Roma" trademarks, which Soccer was found to own, with regard to rights of commercial exploitation;
  • marketing, licensing and sponsorship contracts and related receivables and deferred income;
  • contracts for the supply of goods and services, and related payables and prepaid expenses;
  • contractual relations with employees in relation to the assets transferred, and related payables;
  • all other assets and liabilities pertaining to the Business Unit.

On 11 February 2015, the Company, as the grantor, and Soccer, as the tenant, also signed a business lease agreement for the lease of the assets transferred to the Company by way of contribution.

SUBSCRIPTION OF A FINANCING AGREEMENT EQUAL TO EURO 175 MILLION

On 12 February 2015, as part of the refinancing of the existing debt of AS Roma S.p.A. and the financing of its net working capital, a facility agreement was signed, with variable rate and maturity in February 2020, for an amount of EUR 175 million - between, inter alia, (i) Goldman Sachs International and Unicredit S.p.A., as Mandated Lead Arranger and Bookrunner, (ii) ASR Media and Sponsorship S.r.l., as borrower, (iii) AS Roma S.p.A., for the assumption of commitments and obligations and to acknowledge the provisions of the agreement, (iv) Soccer S.a.s. of Brand Management S.r.l., for the assumption of commitments and

4

obligations and to acknowledge the provisions of the agreement, (v) UniCredit Bank AG - Milan Branch as "Agent and Security Agent" (hereinafter, the "Facility Agreement").

On 22 June 2017, an amendment agreement was signed, governed by English law, between, inter alia, (i)

Unicredit S.p.A., as additional lending bank; (ii) UniCredit Bank AG - Milan Branch, as Agent and Security Agent; and (iii) ASR Media and Sponsorship S.r.l. ("MediaCo"), as beneficiary (hereinafter, the "Amendment Agreement"), aimed at amending certain provisions of the Facility Agreement signed on 10

February 2015 for an amount equal to EUR 175 million, as amended by the agreement signed on 24 June 2015. In this regard, it should be noted that Unicredit S.p.A. carried out fronting activities and was not the ultimate creditor of the Facility Agreement, as amended by the Amendment Agreement. In

accordance with the Amendment Agreement, the maturity date of the Facility Agreement was extended to the fifth anniversary from its effective date, i.e., to June 2022 ("Amendment Date"), and the repayment

of the amounts originally provided under the Facility Agreement began from the first anniversary of the Amendment Date, i.e., 30 June 2018. In addition, under the Amendment Agreement, the credit line granted under the Facility Agreement was increased from EUR 175 million to EUR 230 million and the interest rate provided for therein has remained unchanged. The Company used part of the financial resources deriving from the increase in the credit line for the balance of payables to AS Roma and granted another part of these incremental financial resources to AS Roma, which used them for its own management needs. This arrangement was governed by signing specific intercompany financing agreements with the companies concerned, under normal market conditions. The issuance costs and the costs of legal and financial advisors comply with market standards for similar transactions.

The loan was fully repaid on 8 August 2019, simultaneously with the issue of a bond loan, as described below.

BOND ISSUE OF EUR 275 MILLION AND REPAYMENT OF EXISTING DEBT

On 8 August 2019, as part of a refinancing operation on the Group's debt, MediaCo issued a non- convertible Bond for a total value of EUR 275 million, reserved for qualified investors and admitted to trading on the Vienna MTF and the Euro MTF of the Luxembourg Stock Exchange, with maturity on 1 August 2024.

The interest rate on the Bond is fixed and equal to 5.125 %, while the interest accrued from time to time, starting from the issue date, must be paid semi-annually in arrears on 30 June and 31 December of each year.

The bonds are subject to partial redemptions at par, on a pro rata basis, on a semi-annual basis on 30 June and 31 December of each year, starting on 31 December 2020 and up to 30 June 2024, at a redemption price equal to 100% of the amount subscribed, in addition to accrued and unpaid interest and any other additional amounts.

The net proceeds from the issue of the Bonds, following the payment of the commissions and expenses arising from the transaction, were used to refinance the existing debt of MediaCo, optimising its structure and maturity, and to provide the Company with financial resources for its business. At the same time as the bond issue, certain contractual agreements were signed and certain operations were carried out, functional to the issue of the bond itself, between the companies belonging to the AS Roma Group.

CORPORATE BODIES

MediaCo's governance bodies at the date of this Report are composed as follows:

Board of Directors

Chiarman

Pietro Berardi

Director

Marcus Arthur Watts

5

Questo è un estratto del contenuto originale. Per continuare a leggere, accedi al documento originale.

Disclaimer

AS Roma S.p.A. published this content on 27 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 October 2021 21:29:05 UTC.


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Financials
Sales 2021 185 M 210 M 210 M
Net income 2021 -185 M -210 M -210 M
Net Debt 2021 312 M 354 M 354 M
P/E ratio 2021 -1,51x
Yield 2021 -
Capitalization 186 M 211 M 211 M
EV / Sales 2020 4,27x
EV / Sales 2021 3,20x
Nbr of Employees 415
Free-Float -
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Managers and Directors
Pietro Berardi Chief Executive Officer & Director
Thomas Dan Friedkin Chairman
Benedetta Navarra Independent Non-Executive Director
Ines Gandini Independent Director
Mirella Pellegrini Independent Director
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