December 15, 2017

Casta Diva Group (CDG: IM), a multinational company active in the communication sector listed on AIM Italia, signed an agreement last night at 10:00 pm for the acquisition of Monaco Growth Forums Ltd. (MGF), specialized in Finance events in a position of substantial world leadership, in the coverage of the most recent events related to the innovative electronic currencies (Bitcoin and similar) – including roadshows and ICOs – and the very new trading platforms, including CBOE and CME.
The acquisition of MGF will take the form of the creation of CASTA DIVA EVENTS FINANCE Srl (CDEF), scheduled for December 31, 2017.
The initial capitalization of CDEF will be € 300,000.00, where 51% will be from Casta Diva Events Srl and 49% from Andreea Porcelli.
The consideration for the purchase of 100% of MGF by CDEF could result in an outlay of up to € 1.7 million for Casta Diva Group, which will be paid, on a cash basis, to achieve specific economic-financial targets recorded for each quarter. The technical winding up of the earn-out will allow Casta Diva Group to neutralize the effect of the investment in terms of consolidated NFP.
MGF plans to record revenues of € 1.5 million in 2017 and an EBITDA of over € 450 thousand. The company will be fully consolidated in the CDG Financial Statements as of December 31, 2017.
A put option is only available by Andreea Porcelli, exercisable not before January 2021. We report the exact terminology extrapolated from the contract:

The Put Option is granted to AP at the following conditions: (i) a rolling three years vesting period, e.g. starting from Jan. 1st, 2021; (ii) an yearly average Ebitda Margin of MGF in the three years period before the exercise of the Put Option not lower than the Ebitda Margin registered as at 31 December 2018; (iii) a strike price equal to 2x the average Ebitda Margin in the relevant 3 years period (“Base Price Strike”). The Put Option shall be exercised within the end of the month that follows the expiry of each rolling three years period (e.g. 31 January 2021, 31 January 2024, and so on).

Andrea de Micheli, Chief Executive Officer and Luca Oddo, Chairman: “The operation represents an important step in our growth path through external lines. The acquisition of leading companies in the event sector is consistent with the guidelines of the 2017-2019 Strategic Plan communicated to the market and represents a pillar of the investment plan that we will support with the resources of the recent capital increase. With the acquisition of MGF, we enter the financial events sector with the dual objective of further developing the business in a rapidly growing sector and enriching the offer with the skills of Casta Diva Group. ”

Andreea Porcelli, Founder and CEO of MGF: “Thanks to the operation with the Casta Diva group, MGF becomes a global company specialized in the promotion of Blockchain companies. Our companies have been cooperating for months, we have developed together a world events plan in this field that is constantly evolving. We are confident that the opportunities offered by international ICOs combined with our twenty years of experience in the European and American financial markets will be a winning formula “.