Ermenegildo Zegna N.V. Files 20-F Report for Fiscal Year Ended December 31, 2023

TL;DR

<b>Ermenegildo Zegna N.V. has submitted its 2023 annual report on Form 20-F, detailing financial performance and corporate information.</b>

AI Summary

Ermenegildo Zegna N.V. (ZGN) filed a Foreign Annual Report (20-F) with the SEC on April 5, 2024. Ermenegildo Zegna N.V. filed its annual report on Form 20-F for the fiscal year ending December 31, 2023. The filing covers the period from January 1, 2023, to December 31, 2023. The company's principal executive offices are located at Via Roma 99/100, Valdilana (Biella), Italy. Ermenegildo Zegna N.V. was formerly known as Ermenegildo Zegna Holditalia S.p.A. until August 10, 2021. The report includes financial data and disclosures for the fiscal years 2023, 2022, and 2021.

Why It Matters

For investors and stakeholders tracking Ermenegildo Zegna N.V., this filing contains several important signals. This filing provides stakeholders with a comprehensive overview of Zegna's financial health and operational status for the fiscal year 2023, enabling informed investment decisions. As a 20-F filing, it offers detailed information required by the SEC for foreign private issuers, including financial statements and risk factors, crucial for understanding the company's global business.

Risk Assessment

Risk Level: low — Ermenegildo Zegna N.V. shows low risk based on this filing. The filing is a routine annual report (20-F) and does not contain any immediate red flags or unexpected disclosures, indicating a standard reporting cycle.

Analyst Insight

Review the detailed financial statements and risk factors within the 20-F filing to assess Zegna's performance and outlook for the upcoming fiscal year.

Key Numbers

• 2023-12-31 — Fiscal Year End (Period covered by the report)
• 2024-04-05 — Filing Date (Date the report was submitted)
• 2023 — Report Year (Primary year for financial data)
• 2022 — Prior Year (Comparative financial data)
• 2021 — Prior Year (Comparative financial data)

Key Players & Entities

• Ermenegildo Zegna N.V. (company) — Filer of the 20-F report
• Ermenegildo Zegna Holditalia S.p.A. (company) — Former name of the company
• 2023-12-31 (date) — Fiscal year end
• 2024-04-05 (date) — Filing date
• Via Roma 99/100, Valdilana (Biella), Italy (address) — Business and mailing address

FAQ

Industry Context

Ermenegildo Zegna N.V. operates in the luxury apparel and fashion industry, a sector characterized by brand reputation, global distribution, and consumer discretionary spending.

Regulatory Implications

As a foreign private issuer, Ermenegildo Zegna N.V. is subject to SEC regulations, including the requirement to file annual reports on Form 20-F, which outlines financial performance and business operations.

What Investors Should Do

1. Analyze the financial statements for revenue trends, profitability, and balance sheet health.
2. Review any disclosed risk factors to understand potential challenges and their impact on the business.
3. Compare key financial metrics with previous years to identify performance changes and growth drivers.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for financial statements.
• 2024-04-05: Filing Date — Date the 20-F report was officially submitted to the SEC.

Year-Over-Year Comparison

This filing represents the annual 20-F report for the fiscal year 2023, providing updated financial and operational data compared to previous filings.

Key Financial Figures

• $105,380,150.53 — means an amount of 191,806,537.10 plus $105,380,150.53. " Cash Consideration " means an amoun
• $0.0001 — the Class A ordinary shares, par value $0.0001 per share, of IIAC prior to the Merger.
• $11.50 — e Class A Share at an exercise price of $11.50 per share. " IIAC Public Warrants " me
• $125,000,000 — o the Company in an aggregate amount of $125,000,000, pursuant to the Offset Subscription Ag
• $250,000,000 — in an aggregate amount of approximately $250,000,000, pursuant to the PIPE Subscription Agre

Filing Documents

• zgn-20231231.htm (20-F) — 7500KB
• exhibit21.htm (EX-2.1) — 42KB
• exhibit81.htm (EX-8.1) — 68KB
• exhibit121.htm (EX-12.1) — 10KB
• exhibit122.htm (EX-12.2) — 10KB
• exhibit131.htm (EX-13.1) — 5KB
• exhibit132.htm (EX-13.2) — 5KB
• exhibit151.htm (EX-15.1) — 3KB
• exhibit971.htm (EX-97.1) — 48KB
• logozegna.jpg (GRAPHIC) — 14KB
• zgn-20231231_g1.jpg (GRAPHIC) — 113KB
• zgn-20231231_g2.jpg (GRAPHIC) — 45KB
• zgn-20231231_g3.jpg (GRAPHIC) — 8KB
• zgn-20231231_g4.jpg (GRAPHIC) — 65KB
• zgn-20231231_g5.jpg (GRAPHIC) — 6KB
• zgn-20231231_g6.jpg (GRAPHIC) — 27KB
• 0001877787-24-000015.txt (&nbsp;) — 34996KB
• zgn-20231231.xsd (EX-101.SCH) — 275KB
• zgn-20231231_cal.xml (EX-101.CAL) — 133KB
• zgn-20231231_def.xml (EX-101.DEF) — 1278KB
• zgn-20231231_lab.xml (EX-101.LAB) — 1912KB
• zgn-20231231_pre.xml (EX-101.PRE) — 1584KB
• zgn-20231231_htm.xml (XML) — 7633KB

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 8

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE 8

KEY INFORMATION

ITEM 3 KEY INFORMATION 8 A. [Reserved] 8 B. Capitalization and Indebtedness 8 C. Reasons for the Offer and Use of Proceeds 8 D. Risk Factors 8

INFORMATION ON THE COMPANY

ITEM 4 INFORMATION ON THE COMPANY 29 A. History and Development of the Company 29 B. Business Overview 32 C. Organizational Structure 48 D. Property, Plants and Equipment 48

UNRESOLVED STAFF COMMENTS

ITEM 4A UNRESOLVED STAFF COMMENTS 49

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS 50 A. Operating Results 50 B. Liquidity and Capital Resources 80 C. Research and Development, Patents and Licenses 90 D. Trend Information 90 E. Critical Accounting Estimates 90

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 107 A. Directors and Senior Management 107 B. Compensation 114 C. Board Practices 121 D. Employees 123 E. Share Ownership 124 F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation 124

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 125 A. Major Shareholders 125 B. Related Party Transactions 126 C. Interests of Experts and Counsel 128

FINANCIAL INFORMATION

ITEM 8 FINANCIAL INFORMATION 128 A. Consolidated Statements and Other Financial Information 128 B. Significant changes 130

THE OFFER AND LISTING

ITEM 9 THE OFFER AND LISTING 131 A. Offer and Listing Details 131 B. Plan of Distribution 131 C. Markets 131 D. Selling Shareholders 131 E. Dilution 131 F. Expenses of the Issue 131 i

ADDITIONAL INFORMATION

ITEM 10 ADDITIONAL INFORMATION 131 A. Share Capital 131 B. Memorandum and Articles of Association 131 C. Material Contracts 144 D. Exchange Controls 144 E. Taxation 144 F. Dividends and Paying Agents 167 G. Statement by Experts 167 H. Documents on Display 167 I. Subsidiary Information 168

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

ITEM 11 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS 168

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 168 A. Debt Securities 168 B. Warrants and Rights 168 C. Other Securities 168 D. American Depositary Shares 168 PART II 169

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 169

MATERIAL MODIFICATIONS TO T H E RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14 MATERIAL MODIFICATIONS TO T H E RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 169

CONTROLS AND PROCEDURES

ITEM 15 CONTROLS AND PROCEDURES 169

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16A AUDIT COMMITTEE FINANCIAL EXPERT 176

CODE OF ETHICS

ITEM 16B CODE OF ETHICS 176

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16C PRINCIPAL ACCOUNTANT FEES AND SERVICES 176

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16D EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 176

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AN D AFFILIATED PURCHASERS

ITEM 16E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AN D AFFILIATED PURCHASERS 176

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16F CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 177

CORPORATE GOVERNANCE

ITEM 16G CORPORATE GOVERNANCE 177

MINE SAFETY DISCLOSURE

ITEM 16H MINE SAFETY DISCLOSURE 178

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 16I DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 178

INSIDER TRADING POLICIES

ITEM 16J INSIDER TRADING POLICIES 178

CYBERSECURITY

ITEM 16K CYBERSECURITY 178 PART III 180

FINANCIAL STATEMENTS

ITEM 17 FINANCIAL STATEMENTS 180

FINANCIAL STATEMENTS

ITEM 18 FINANCIAL STATEMENTS 180

EXHIBITS

ITEM 19 EXHIBITS 181 ii CERTAIN DEFINED TERMS In this report, the terms " Zegna " and the " Company " refer to the Registrant, Ermenegildo Zegna N.V., a Dutch public limited liability company (naamloze vennootschap); the terms "Ermenegildo Zegna Group" and the "Group" refer to the Company together with its consolidated subsidiaries. Unless otherwise specified, the terms "we," "our" and "us," refer to the Group or the Company, as the context may require. In this report: " Affiliate " means, with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms "controlled" and "controlling" have meanings correlative thereto. "Articles of Association" means the articles of association of the Company. " Audit Committee " means the audit committee of the Board. "Board" means the Company's board of directors. "Board Regulations" means the regulations of the Board, as amended or supplemented from time to time. " Business Combination " means the business combination between the Company and IIAC, which was completed on December 17, 2021. " Business Combination Agreement " means that certain Business Combination Agreement, dated as of July 18, 2021, by and among IIAC, the Company, and Zegna Merger Sub, as amended or supplemented from time to time. " Capital Distribution " means a return of capital distribution under Cayman Islands law whereby, on the Closing Date, immediately following the PIPE Financing and prior to the Share Repurchase, IIAC distributed the Capital Distribution Amount to the Company. " Capital Distribution Amount " means an amount of 191,806,537.10 plus $105,380,150.53. " Cash Considera

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