Fashion

Armani's will, how the designer's inheritance was divided up

Pantaleo dell'Orco will have the right of usufruct on 30% of the shares and 40% of the voting rights. Giorgio Armani has designated the Foundation as the heir to 100% of the shares of the fashion house and stipulated the sale of 15% within 18 months. The will includes details of the estate and provisions for future management

by Eleonora Micheli and Enrico Miele

(Reuters)

5' min read

5' min read

100% of the shares in the fashion house go to the Armani Foundation. This is what emerges from a reading of the testament of the designer who passed away on 4 September. In detail, the Foundation, which already had 0.1 per cent of the shares, gets full ownership of 9.9 per cent (equal to 30 per cent of the voting rights) and 'bare ownership' of the remaining 90 per cent of the shares. The rest of the voting rights, in fact, is divided between Pantaleo Dell'Orco (the designer's lifelong partner) and his grandchildren Silvana Armani and Andrea Camerana. Of the total company, therefore, Dell'Orco will have the right of usufruct on 30% of the shares and 40% of the voting rights.

In 5-8 years majority disposal or listing

In his will, Giorgio Armani has set out a detailed plan for the future of the maison, which envisages in a few years the entry of a luxury and fashion giant as majority shareholder (thus excluding investment funds and financiers) or, alternatively, a listing on the Stock Exchange, with the Foundation holding 30% of the capital.

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The first step is the sale within 18 months of 15% to Lvmh, EssilorLuxottica, l'Oreal or similar groups. This is what Armani calls the 'first tranche' of the sale. But it is only the initial step. "At the instigation of the Foundation," it reads, "and with the agreement of Leo (Dell'Orco, ed.)", starting from the third year and within the fifth year from the date of the opening of the will, Armani is asking his heirs to "transfer to the same purchaser of the first 15% of the company's capital, an additional share" for a minimum of 30% of the capital and a maximum of 54.9%. With this 'second tranche', the new party could thus arrive at the absolute majority of the maison.

But there is also a 'plan b'. If this second sale should not go through, in fact, Armani provides 'as an alternative', 'the listing of the company's shares on an Italian regulated market or one of equal standing'. The listing on the stock market would come, should Dell'Orco and one of his grandchildren, Andrea and Silvana, make a request to the Foundation, within three years of the opening of the will, but 'in any case' within five years or a maximum of eight years.

But what will happen after the IPO? Armani has also thought about this. At that point, 'an orderly valorisation plan will have to be implemented for part of the residual stake held by the Foundation in the company, so that the Foundation's shareholding is never less than 30.1%'.

Essilux: we will carefully assess Armani's willingness

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"We are proud of the esteem that" Giorgio Armani "has placed in our group and our management. We will carefully evaluate, together with the board, this evolutionary prospect that deserves careful consideration, in light of the deep relationships that already bind the two groups," a spokesperson for the EssilorLuxottica group said.

L'Oréal will also carefully consider the option mentioned by Armani in his will, regarding an entry into the capital of the fashion house he founded. "We are touched and honoured that Mr Armani has considered L'Oréal to integrate the capital of his wonderful company," said the French cosmetics group, adding: "We will carefully consider this prospect, which is part of our long shared history."

The founding principles: style is essential

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In his will Giorgio Armani also put in black and white the founding principles that will have to guide the Foundation in the management of the Group. These include "the management of activities in an ethical manner, with moral integrity and fairness"; "the search for an essential, modern, elegant and unostentatious style"; "the focus on innovation, excellence, quality and product refinement".

Milano, ancora tanti in fila per l'ultimo saluto a Giorgio Armani

Almost 40% of the Essilux share to Dell'Orco, the rest to family members

The stake that Giorgio Armani held in EssilorLuxottica, amounting to around 2% for a countervalue of more than EUR 2.5 billion, goes 40% to Pantaleo Dell'Orco, and 60% to family members. To these shares must be subtracted 100,000 shares that the fashion designer has instead donated to Michele Morselli, and 7,500 shares each to Daniele Balestrazzi, Giuseppe Marsocci, Laura Tadini and Luca Pastorelli.

The stylist also ordered the distribution of the money, financial management, excluding policies and similar in the name of specific beneficiaries. In detail, 40% of the assets go to Pantaleo Dell'Orco, and 15% each to his family members (his sister Rosanna, nieces Silvana and Roberta, and nephew Andrea Camerana). It is also specified that the grandson's daughters, namely Margherita and Maria Vittoria Camerana, will each receive 1.5 million to be assigned to the Mamar Trust set up by their sister Rosanna (grandmother of the girls, ed.) and then to be assigned to the great-granddaughters (the first born in 2011, the second in 2007) according to the rules of the Trust. Michele Morselli, a real estate manager close to the fashion designer, was assigned Btp maturing in 2040 for a countervalue of more than 2 million and other Btp maturing in 2029 for a countervalue of 30 million. A policy has still been taken out for the manager's daughter, Bianca.

The villas to his sister and nephews

Giorgio Armani then left full ownership, equal to a 75% share, of the company L'Immobiliare Srl to his sister Rosanna and nephews Andrea Camerana and Silvana Armani, to whom he also leaves the remaining 25% in bare ownership. The usufruct will instead go to his partner and right-hand man Leo Dell'Orco. The company owns properties in Saint Tropez, Antigua, Broni and Pantelleria.

In his will, the fashion designer also stipulated that Dell'Orco should have the usufruct for life of the building in Via Borgonuovo, Milan, where the designer lived and that the furniture and ornaments, with the exception of a painting by Matisse and a photo of Rayman, 'should not be removed from where they are' and should remain as an addition to the property 'for as long as Leo wants to live there'. His Andy Warhol portrait becomes the property of Pantaleo Dell'Orco, while the Matisse painting goes to his sister Rosanna, as does the photo of Rayman. To his sister also goes the large painting Lisier.

In the division of his real estate holdings, which not only belong to L'Immobiliare, Giorgio Armani has left the bare ownership of the house in St Moritz to his nephew Andrea Camerana and the usufruct to Pantaleo dell'Orco, to whom he leaves one flat in New York while the other he assigns to his sister Rosanna and nephews Silvana Armani and Andrea Camerana. Dell'Orco in the American city will grant use to Michele Morselli, the real estate company's managing director and a friend of the late fashion designer. In Saint Tropez where 'everything of my property' goes to Pantaleo, the latter 'will grant the use of a house of his choice and the swimming pool, for temporary stays of the same with Francesca and Bianca'.

The document, moreover, specifies in detail how the assets (from the desk and table to knick-knacks and carpets) are distributed to the heirs.

The will also gives precise provisions on the boat, which, although belonging to his sister and two nephews, may be used by Dell'Orco for one month a year. "I place at the expense of Rosanna and Silvana Armani and Andrea Camerana the charge that Dell'Orco may rent the boat for a period of four weeks a year, even if not consecutive, with the right to choose the period, a preference to be expressed by the month of April". During the period of Dell'Orco's use, however, for a fortnight the boat could also host Michele Morselli (with Francesca, Bianca and her sister Claudia with her husband).

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