altieri organic farming ltd prospectus part 1

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Altieri Organic Farming Ltd. Company Registration. No. 09412546 Registered Office. Airport House, Purley Way, Croydon, Surrey, CR0 0XZ, UK PROSPECTUS PART 1

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Page 1: Altieri Organic Farming Ltd Prospectus Part 1

Altieri Organic Farming Ltd. Company Registration. No. 09412546

Registered Office. Airport House, Purley Way, Croydon, Surrey, CR0 0XZ, UK

PROSPECTUS PART 1

Page 2: Altieri Organic Farming Ltd Prospectus Part 1

Prestigious organic agricultural business for sale in Tuscany.

Brief DescriptionA unique investment opportunity to purchase a wonderful prestigious organic agricultural and multipurpose business. It includes 5,000 square metres. of agricultural/tourist accommodation buildings, 487ha. of land which is particularly suitable for the creation of a game hunting reserve and a winery (DOCMorellino and Rosso di Sovana). The latest renewable energy systems have been installed and include: 2photovoltaic with total capacity of 2 megawatts and 1 biomass cogeneration system with the power of200 kWe.

CURRENT BUSINESS ACTIVITIES: tourist accommodation (of 80 beds) and 2 restaurants which arealso open to the wider public (a total of 150 seats). In addition a range of organised ceremonies andevents are held in the conference room while there are also equestrian activities (riding school andstables), as well as the production of a high level of renewable energy for all the estate’s equipment andsystems and mixed organic agricultural productivity.

POTENTIAL BUSINESS ACTIVITIES: a winery business, beef cattle breeding, meat processing, thecreation of a 9 hole golf course and driving range, extension of the existing tourist holiday

TYPE: Agricultural businesses andWineriesREGION: TUSCANYPROVINCE: GrossetoDISTRICT: GrossetoBUILDING SURFACE: 5000 mqLAND SURFACE:487 ha ( 4870000,00 sqm )

( cod.rsge002452 )

PRICE €  30.000.000,00

Page 3: Altieri Organic Farming Ltd Prospectus Part 1

accommodation with 15 additional rooms, and a very rare opportunity to create a prestigious new spaand luxury resort with the inclusion of an additional 40 suites. The estate, which includes the area’srestocking of game as well as its generously spaced and entirely fenced agricultural land, would lenditself perfectly as a wonderful hunting reserve.

This is a particularly interesting investment as its current profitability is guaranteed by the recentlyinstalled equipment, making the purchase sustainable for the medium to long term. There is also thepotential for developing more interesting business activities as well as the rare opportunity in Tuscany tocreate a new luxury spa with golf course.

LocationMaremma Grossetana, historically called Maremma Senese, is in the central part of the Grossetoprovince along the Tyrrhenian coast that stretches between the Gulf of Follonica and the mouth of theriver Chiarone. This flows into the sea south of the Argentario promontory which also includes the lowerValley dell'Ombrone. The Maremma area also extends to the beautiful hilly inland areas such as theGrosseto’s Metallifere, Albegna and Fiora Hills as well as the l’Area del Tufo, up to the Mount Amiataheights. Among the main towns are Grosseto, Follonica, Castiglione della Pescaia, Porto Santo Stefano,Orbetello, Scansano and Massa Marittima.

The agricultural business for sale, which extends to almost 500 ha. has been developed over an area withan average altitude of about 300 metres above sea level and is situated between the Monte Argentario andMonte Amiata areas.

Its beautiful location, set in the rolling hills surrounded by its own lush green forests, is easily accessiblethanks to the property’s numerous and easily accessible road network.

The distance from the property to the main places of interest are: Pitigliano 17 km. - Scansano 25 km. -Monte Argentario (Tuscany coast, sea) 40 km. - Lake Bolsena 50 km. - Monte Amiata 50 km. -Grosseto 50 km. - Siena 120 km. - Rome 150 km. - Rome (Leonardo Da Vinci airport) 140 km. - Pisa(Galileo Galilei airport) 220 km.

DescriptionThis wonderful organic agricultural business for sale in the beautiful Maremma region of Tuscany isenergy efficient, includes rustic style buildings, which have been completely renovated over the last 10years , and covers 3 ,200 square metres in s ize . The property a lso boasts an 80 bed touris taccommodation, conference room and 2 restaurant areas. This is all complemented by beautifulsurrounding green parks and 2 swimming pools.

In addition there is also outbuildings, agricultural barns/storage areas, stables and a riding schoolcovering a further 1,850 sqm.

There are 487 ha of completely fenced in agricultural land. This is subdivided into 300 ha of forest, 175arable (semi-irrigated), ha. 10 ha of olive groves and 2.7 ha of vineyards. The agricultural estate is in aDOC Morellino and Rosso di Sovana wine area and, thanks to the presence of arable land, which is

Page 4: Altieri Organic Farming Ltd Prospectus Part 1

particularly good due to its quality, altitude and exposure, would lend itself perfectly to the creation of apossible winery business and cellar. It would also be possible to integrate a cattle breeding and respectivemeat processing business.

In recent years, 2011 and 2012, the property has been equipped with substantial technical systems toreduce emissions and maximize energy savings. This prestigious estate for sale includes 2 photovoltaic(3rd and 4th energy incentive account) systems with a total capacity of 2 MW. The corresponding GSEincentives are equal to €0.317-€0.263 per kWh and €0.09 per kWh for the purposes of energy resale.There is also a cogeneration biomass plant with a current output of 200 kWe with an inclusive tariffincentive of €0.28 per kWh produced. The renewable energy company has already prepared for theinstallation of 3 geothermal and 2 solar thermal systems for use in some of the buildings listed above foruse in the tourist accommodation.

CURRENT BUSINESS ACTIVITIES: tourist accommodation (of 80 beds) and 2 restaurants which arealso open to the wider public (a total of 150 seats). In addition a range of organised ceremonies andevents are held in the conference room while there are also equestrian activities (riding school andstables), as well as the production of a high level of renewable energy for all the estate’s equipment andsystems and mixed organic agricultural productivity.

POTENTIAL BUSINESS ACTIVITIES: a winery business, beef cattle breeding, meat processing, thecreation of a 9 hole golf course and driving range, extension of the existing tourist holidayaccommodation with 15 additional rooms and a rare opportunity to create a new prestigious luxury sparesort (2 thermal pools have already been installed with a water temperature of 34° and a 50 litre/persecond capacity) with the inclusion of an additional 40 suites. The relevant planning permission iscurrently in its final stage of approval and thereafter work could begin immediately after the estate’spurchase. The estate, including the area’s restocking of game and its generously spaced and entirelyfenced agricultural land, would lend itself perfectly as a wonderful hunting reserve.

The sustainability of the proposed investment can be seen by its current profitability which is veryattractive in terms of numbers and acts as a cushion to the financial commitment of the estate’spurchase.

This agricultural business which has been offered for sale does not include furniture, machinery,equipment or company vehicles, but these goods can still be included with an agreed price to benegotiated separately.

State of repairInformation is available on expression of interest.

UtilitiesInformation is available on expression of interest.

Land registry details

Page 5: Altieri Organic Farming Ltd Prospectus Part 1

 

Information is available on expression of interest.

Ownership Details/Contractual ObligationsInformation is available on expression of interest.

Potential Land UseInformation is available on expression of interest.

Roberto BiggeraInternational Sales Co-ordinatorGruppo Immobiliare Great Estate & ChestertonExtension:+39 0578 1900529|Mobile: +39 335 271235 | skype: roberto.biggeraSede di San Casciano dei Bagni, fraz. Palazzone (Siena), Via Piana 15Phone +39 0578 59050 | Fax +39 0578 850004E-mail: [email protected]: www.greatestate.it

Page 6: Altieri Organic Farming Ltd Prospectus Part 1

"CLUB HOUSE"

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Page 7: Altieri Organic Farming Ltd Prospectus Part 1

THE ‘FATTORIA PIANETTI’ AGRICULTURAL ESTATE-TECHNICAL AND

FINANCIAL REPORT

The ‘Fattoria Pianetti’ prestigious agricultural estate covers 500 hectares of agricultural land and

includes 5,000 square metres of buildings of which 3,200 square metres is an 'agriturismo'

holiday rental business and 1,800 square metres is for agricultural use.

The ‘Fattoria Pianetti’ agricultural estate, one of the last large private agricultural estates, has

remained unchanged over time in terms of the integrity of its land while considerable

restoration work carried out in the first decade of the 2000s has added considerable value to

this estate.

The estate is located in the beautiful Tuscan region in the prestigious Maremma area within the

municipality of Manciano, directly adjacent to the prestigious Terme di Saturnia (natural hot

springs). The location of the property is stunning. Situated in a gentle hillside location with an

average altitude of 300 metres it is surrounded by lush green forests that are estate owned.

Within the estate there is the ‘The Pianetti’ municipal road which links to the local ‘Follonata’

road as well as the provincial road ss 74. “The Pianetti” road connects to a network of small

country roads that allows for year round easy access to all the remarkable buildings of the

property and wider estate.

The distance from the estate to the main points of interest are as follows: Saturnia (2 km.),

Manciano (6.8 km.), Pitigliano (17 km.), Scansano (25 km.), Monte Argentario - Tuscan coast and

sea - (40 km .), Lake Bolsena (50 km.), Monte Amiata (50 km.), Grosseto (50 km.), Siena (120

km.), Rome (150 km.) Rome Leonardo Da Vinci Airport (140 km.) - Pisa Galileo Galilei Airport

(220 km.).

THE AGRICULTURAL BUSINESS

The agricultural business covers an area of 487 hectares and is categorized as follows:

Arable land: approximately 175 hectares

Forest: approximately 300 hectares of which 20 hectares are high forest trees and 280

hectares of managed coppice woodland;

Olive grove: around 10 hectares of approximately 1,000 olive trees;

Vineyard: approximately 2.7 hectares with quality Sangiovese and Merlot grapes.

The ‘Fattoria Pianetti’ agricultural estate is a multi functional farming business that has been

recognized as an organic farm since 2003. The agricultural business is currently focused on the

following areas; the cultivation of cereals and herbs with the main purpose being self-producing

and self sufficient cattle feed. This then optimizes the efficiency of the cattle breeding business

(Maremmana breed) and pigs (mainly the Cinta Senese breed). The breeding business is directly

related to meeting the needs, in quantitative terms, of the wider business such as tourism,

Page 8: Altieri Organic Farming Ltd Prospectus Part 1

ceremonies and events. With the recent machinery installation for the conservation and

processing of meats this production could be increased for outside resale purposes.

All the arable land and managed coppiced forest is completely fenced and in 2009 the entire

estate underwent a series of land improvements with, in particular, the construction of barbed

wire fences with wooden poles.

The land can also be irrigated thanks to the presence of 2 wells and a series of underground

pipes.

There are two large farming sheds (‘Pastorello’ and ‘Porronaia’) covering a total area of 5,500

square metres that can be used for storing goods and agricultural equipment.

Within a dedicated area there is also another agricultural and animal buildings complex

represented on the plan as building lot "stables for horses and cattle shed". This consists of 1

barn/cattle shed (720 sqm), 1 iron framed and buffered wood stable (290 sqm.), a covered pen

(315 sqm.) and six wooden fenced paddocks (110 sqm). This dedicated area means that all

equine related activities are well integrated and include horse riding lessons, horse riding and

mini trekking within the estate, training and dressage as well as a horse livery service.

TOURISM BUSINESS

Within the estate there are 4 distinct areas dedicated to the tourism business. The

accommodation facilities have a total of 80 bed spaces and there are 2 restaurants which are

also open to the general public. Taken together this covers an area of 3,273 sqm, and has lush

tree lined green surroundings which boast 2 swimming pools.

PLOT 1 – FARMHOUSE + “LE FABBRE”ANNEX (658 sqm + 430 sqm)

"Le Fabbre" farmhouse dates back to 1500’s and the site was once a convent and later an iron

works. It stands on top of a hill surrounded by olive groves among the glorious Maremma

landscape. The period farmhouse is home to the main reception for the estate, 2 guest

communal rooms, 20 bed places, a spacious restaurant situated on a sunny veranda and its

kitchen.

Located approximately 10 metres from the main farmhouse, is a beautiful 'Le Fabbre' annex.

Here there are 3 spacious suites (living room with fireplace, double bedroom, bathroom with

Jacuzzi bath). There are a total of 12 bed places together with large terrace spaces on both the

north and south side of the building. Downstairs are the storerooms and building services.

Within the ‘Le Fabbre’ farmhouse, there is also a separate apartment used as a caretaker’s

residence.

The beautiful green park surrounding the buildings includes a swimming pool of approximately

100 sqm. which is a splendid setting for this first plot.

Page 9: Altieri Organic Farming Ltd Prospectus Part 1

PLOT 2 – FARMHOUSE +’FONTE CANNELLA’ CONFERENCE ROOM

This is a typical Tuscan farmhouse with characteristic proportions over two floors. Externally it

is has walls made of local stone and travertine while internally there is a typical large dining

room punctuated by two large arches in travertine and a travertine staircase connecting the

floors. This has 6 bedrooms (total 18 bed places) with en-suite bathrooms, an impressive

entrance hall with a corner bar, a large living room with fireplace and relaxing area, a breakfast

room as well as a fitted kitchen.

The farmhouse boasts 10 wall paintings in its interior by the renowned artist Camilian

Demetrescu. These are unique works that almost transforms the property into an art museum.

Just a few metres from this historic "Fonte Cannella" farmhouse and on slightly higher ground

(approximately 2 metres) there is a conference room. This is newly built on one level and is the

ideal location to host conferences, seminars and events.

The beautiful green park surrounding the buildings, including a swimming pool of approximately

100 sqm., which is a splendid setting for this first plot.

PLOT 3 – “CASA DI CACCIA” FARMHOUSE (395 mq.)

Located only a few hundred metres from the Fonte Cannella complex, is this large and spacious

restaurant which has been designed and created to accommodate the paying guests from the

wider "Fattoria Pianetti" holiday rental business. It has been designed and built in accordance

with the best in traditional Tuscan architectural style. The complex has a spacious restaurant

dining room for lunches, dinners or banquets, a fully equipped kitchen, a staff changing room, 2

food and drink stores and a caretaker’s apartment.

It is surrounded by a vast lawn area bordered by a hedge and also two designated areas for car

parking.

PLOT 4 - “CLUB HOUSE” (1,067 sqm. + 387 sqm of terraces)

The 'Club House' is another important building on the ‘Fattoria Pianetti’ estate which offers

guests a very generous space. Within the building there are a total of 11 apartments each with a

kitchen-living room, bathroom and bedroom with a total of 30 bed places. Spacious terraces and

balconies complement the apartments and guarantee guests’ beautiful views of the surrounding

countryside.

The recently built complex is also surrounded by newly landscaped green spaces and car parks.

Page 10: Altieri Organic Farming Ltd Prospectus Part 1

RENEWABLE ENERGY BUSINESS

The "Fattoria Pianetti" agricultural estate has invested heavily, in terms of technical facilities, to

reduce its carbon footprint and maximize its energy savings. More specifically, the estate has

equipped its tourist facilities and buildings with 3 geothermal plants and 2 solar thermal systems

to provide an adequate and controlled energy supply.

These systems are best represented by 2 solar photovoltaic (PV) systems and 1 biomass plant as

illustrated below:

PHOTOVOLTAIC (PV)

In 2011 2 ground photovoltaic (PV) systems were installed with a capacity of 1 mw (megawatt)

each giving a total capacity of 2 mw. This was used to support the energy requirements of the

agricultural business on the estate which also affords numerous benefits in terms of taxation

and agricultural income.

Below is a more in depth analysis of the two Photovoltaic (PV) systems:

Plant 1–this has benefited from the third feed in scheme. This Italian scheme is a

programme which grants incentives for electricity generated by photovoltaic (PV)

systems connected to the grid. The tariff is based on the electricity produced and is

granted over a period of 20 years. This plant, therefore, has benefited by providing an

income equal to € 0.317 per kWh with regards the GSE contribution (Gestore Servici

Energetica, National Grid) due on 25.04.2031 and € 0.09 per kWh produced regarding

the sale of energy. Considering the first year of production was 2012 (first year of the

scheme), the total annual cash flows from the photovoltaic PV Plant 1 amounted to

€569,800.00.

‘POGGIO MACINA’ PLANT–this has benefited from the fourth feed in scheme and

provides an income equal to € 0.263 per kWh as regards the GSE contribution due on

04.08.2031 and € 0.09 per kWh produced regarding the sale of energy. Considering the

first year of production was 2013 (first year of the scheme), the total annual cash flows

from the photovoltaic PV ‘Poggio Macina’ Plant amounted to € 475,299.00.

COMBINED BIOMASS GENERATOR

The "Fattoria Pianetti" estate has recently integrated an important agro-energy source. Agro-

energy consists of a series of steps which allows raw material of vegetable or animal origin,

“biomass", to meet the energy needs of one or more users. These stages involve three essential

steps: the retrieval of the biomass, its transformation into vector energy (biofuel) and its use

within a system for energy conversion.

Biomass is the starting point of the biomass-energy chain and the design of energy systems for

the production of simultaneous heat and power (CHP, Combined Heat and Power)) in renewable

Page 11: Altieri Organic Farming Ltd Prospectus Part 1

sources. Unlike fossil fuels, biomass is not evenly distributed across an area so is not

continuously available throughout the year. A CHP system of renewable sources can therefore

only be used through a combination of heat demand and biomass availability.

In this context the "Fattoria Pianetti" estate can count on a triple benefit:

Availability of wood biomass due to its approximate 300 hectares of forest, of which a

large part is managed woodland (about 280 ha.). This can then easily meet the demand

for raw material for a combined plant by about 200 kWe.

This then links the production of energy from renewable sources, through the construction of a

biomass plant with the agricultural-forestry production capacity of around 200 kWe, to the

needs of the agricultural business.

Being under the PTC (Piano Territoriale di Coordinamento, local planning area) of the

Province of Grosseto production from renewable biomass related to agricultural

business scheme, can bring benefits of at least 80% of the raw material which is derived

directly from the business. The Fattoria Pianetti estate fully meets this requirement so

qualifies for tax relief on agricultural income which brings huge benefits in terms of

liquidity for the business itself.

The plant actually produces excess thermal energy and the "Fattoria Pianetti" estate

intends to use this potential by providing power to the 'Le Fabbre' annex. Arrangements

fro a local power line has already been made and the hope is that the thermal energy

produced could be used to heat all the tourist buildings including the swimming pool.

This would then produce a considerable budget saving both in terms of heating supply

and savings on the cost of oil that is currently used to power the existing heat pumps.

INCENTIVES - The biomass plants have an incentive component which relates to the sale of

electricity and the current rate is equal to € 0.28 per kWh over a period of 20 years. Given

the productivity of the combined biomass plant on the estate which is approximately 8000

hours per year the annual cash flows arising from that plant are equal to approximately

€420.000, 00. The expiry date of the national grid (GSE) contributions related to the

combined biomass plant installed on the premises is 2035.

THE ESTATE’S POTENTIAL OPPORTUNITIES

The prestigious "Fattoria Pianetti" agricultural estate, thanks to its layout and generous

availability of agricultural land and space, could allow for the seamless integration of the

following business:

SPA RESORT: Within the "Fattoria Pianetti’ estate there is a very rare planning opportunity to

create a spa with 2 thermal wells that were installed following targeted technical searches for

Page 12: Altieri Organic Farming Ltd Prospectus Part 1

thermal water. These can supply about 50 litres of water per second at a temperature of 34°.

The estate has already obtained a certificate of recognition from the Ministry of Health and

Welfare under its 'Pure Mineral Water' scheme. In the structural plan for the district of

Manciano provision has also been made for the creation on the "Fattoria Pianetti" estate of a

prestigious countryhouse resort which will create an additional 40 suites. This project proposal

is currently in its final stage of approval and once approved work can then immediately begin.

GOLF CLUB: The Territorial Coordination Plan (PTC), or local plan, has identified the estates

potential to create a 9 hole golf course as well as a driving range. This could all be carried out

through an extension of around 50 hectares. For this start-up project the business has already

obtained a resolution from the council for the construction of a 9 hole course.

HUNTING RESERVE: Within the estate, owning a generous 300 hectares of closed and fenced

forests, could allow for the creation of a wonderful private hunting reserve. With roads and

trails already present on the property this could create a valuable income source for the tourist

holiday rental business during the winter months that are traditionally dedicated to hunting.

This could allow for a longer tourist season in the low season.

WINE PRODUCTION: Coming within the DOC Morellino and Rosso di Sovana zone, the estate

would lend itself perfectly to an integrated winemaking business. With the minimal production

already in place, a new winery could be created alongside the planting of new vines in the

estate’s optimal arable land in terms of altitude, exposure and soil quality.

ADDITIONAL CATTLE BREEDING: the estate’s agricultural land has been completely fenced

which could allow for extra cattle and pigs.

ADDITIONAL ACCOMMODATION: The company now has the opportunity through the approval

of a special P.M.A.A. (plan to improve the agricultural environment) to build an extension to the

'Fabbre' tourist business complex. This will create an additional 13 new bedrooms, a new

restaurant/dining room and kitchen.

ADDITIONAL COMBINED BIOMASS GENERATOR CAPACITY: The Company has almost

completed the installation of a combined heat and power biomass 200 kw generator. Again, as

part of P.M.A.A. Initiative, the company has the opportunity to install an additional combined

heat and power biomass 100 kw generator. (The 300 kw total represents the maximum capacity

of biomass generated within the company owned forests).

COMPANY ACCOUNTS FOR THE 'FATTORIA PIANETTI' AGRICUTURAL

ESTATE AND THE CONDITIONS OF SALE

Summarized below are some current company management accounts. This will allow for a more

thorough assessment of the possible estate’s purchase and, therefore, the sustainability of that

investment.

Page 13: Altieri Organic Farming Ltd Prospectus Part 1

The estate’s tourist business averages around 120 days per year with the tourist season running

between February and December. Average prices range from €80.00 per night during the low

season up to €200.00 per night during the high season. Clients are both national and

international and generally come from the following countries: Norway, Germany, Holland,

United Kingdom and France. Bookings are handled by a network of agencies as well as

Norwegian and German tour operators.

Reception ceremonies and banquets-The year 2013 saw brisk business with a total of 30

ceremonies taking place. For this type of business, the estate is able to offer not only the hiring

of the premises and outdoor areas (average price for the ceremony: €3,000.00) but also to

combine these events with catering and overnight stays for guests.

Restaurant- The restaurant will be open to guests of the estate and the wider general public

during the months of April to October 2015.

Stable business– opens all year round. Although they do not generate great returns, they are a

valuable 'bolt on' activity for other business activities of the estate, particularly tourism, as well

as regulars on the estate who make use of the stabling facilities for their own horses.

The "Fattoria Pianetti" agricultural estate employs full time, part time and occasional staff to

manage the estate as follows:

4 employees for the management of the agricultural business;

4 employees for the management of the agritourism holiday rental business;

4/6 employees who are recruited on a seasonal basis during the high season.

The following summary table is the proposed budget for 2015. This is drawn from the financial

results and reported average annual returns for the years 2012 and 2013 (data found in the

financial returns of the company) plus estimated results relating to the new business activities

not included in the current reporting structure ("Club House" complex plus the combined

heating and power Biomass unit) as follows:

Provisional budget for 2015 with additional potential income

Historic Cumulative

Figure

Additional Cumulative

Figure

Cumulative Total

YEAR 2015 2015 2015

Statement of Income

Revenue from Sales and Services 1.590.590 684.232 2.274.822

Invoices 2013/2014 160.500 160.500 Surplus from work in progress and finished products/works

78.500 78.500

Other revenue and income

A)Production Costs 1.829.590 684.232 2.513.822

Page 14: Altieri Organic Farming Ltd Prospectus Part 1

Purchase of raw materials and goods 92.850 116.434 209.284

Purchase of services and other operating costs 128.662 128.662

Cost variation in raw materials and goods

Rental costs and lease fees 1.841 1.841

Staff costs 221.586 35.000 256.586

Remuneration for members of the corporate body 9.999 9.999

Provisions

Depreciation 349.918 49.000 398.918

Other operating expenses 3.198 3.198

B) Production Costs 808.053 200.434 1.008.487

Net Operating Costs(A-B) 1.021.538 483.798 1.505.336

Financial Income

Interest and other financial charges -375.543 -48.000 -423.543 (C) Financial Income and expenses

-375.543 -48.000 -423.543

Surplus before tax (A+B+C=D) 645.995 435.798 1.081.793

Income tax for the year 34.517 34.517

Profit (loss) for the period 611.478 435.798 1.047.276

The asking price for the Fattoria Pianetti estate is €30,000,000.00. It will be sold 'open gates'

which is an Italian agricultural term that covers the sale of the land and buildings only. For this

reason the sale does not include the furniture, equipment, vehicles and machinery. This would

then be termed a 'closed gate' sale. These goods can still be included in the sale through

independent negotiations, following verification of a proper inventory.

In light of the economic data outlined in the official financial statements we can therefore say

that the acquisition of this estate is an investment that is certainly sustainable in the short and

medium term. This is especially the case in view of the substantial economic income that is

guaranteed by the eco energy plants that have been installed for the purposes of renewable

energy production.

The results and figures are certainly interesting for any future entrepreneur who, post purchase,

could integrate the company through the development of other potential businesses such as the

creation of a luxury spa resort with a golf club, hunting reserve and quality wine production.

The "Fattoria Pianetti" agricultural estate is currently registered as an Article 2 Limited Liability

Agricultural Company and therefore the sale of the property/agricultural business will be with a

deed of sale of the entire company shareholding alongside all the assets and liabilities of the

company including mortgages and loans. This will affect the selling price to approximately 40%.

Specifically, with regards to the debt, the assumption is that the debt figure will be updated at

the time of sale and will be deducted from the final price. The mortgages, paid in installments

on a regular basis, total €1,000,000.00 (interest + capital) annually which then absorbs

Page 15: Altieri Organic Farming Ltd Prospectus Part 1

approximately 50% of the net income per year (historic cumulative + potential cumulative) as

indicated above.

We firmly believe, therefore, that the "Fattoria Pianetti" agricultural estate represents a very

rare opportunity to invest in a Tuscan multi functional agricultural company with enormous

potential for further development. Being profitable at the current time also means that it will

be sustainable during periods of longer term project and business development in the

wonderful region of Tuscany, one of the most beautiful and famous areas in the world.

Page 16: Altieri Organic Farming Ltd Prospectus Part 1

Farmhouses- Fonte Cannella

Farmhouses- Fonte Cannella 2

Page 17: Altieri Organic Farming Ltd Prospectus Part 1

Farmhouses- Fonte Cannella & Hunting House

Hunting House

Page 18: Altieri Organic Farming Ltd Prospectus Part 1

Main Farmhouse

Page 19: Altieri Organic Farming Ltd Prospectus Part 1

Photovoltaic system

Page 20: Altieri Organic Farming Ltd Prospectus Part 1

1

Oggetto: Proposta di Acquisto

Questo accordo è valido tra Altieri Organic Farming Ltd e Fattoria Pianetti – Società Agricola A R.L.

and Poggio Macina A R.L.

Data: 19 Febbraio 2015

PARTI:

(1) Altieri Organic Farming Ltd (denominato Altieri Ltd in questo documento). Sede

Legale: Airport House, Purley Way, Croydon, Surrey, CR0 0XZ, UK. Numero

Aziendale: 09412546 rappresentata da William Fucilla nato a Croydon, Inghilterra, il

17/09/1987 e residente in Inghilterra (allegare passaporto)

e

(2) Le Società:

Fattoria Pianetti A R.L. con sede legale in Manciano (GR) loc.Casale Le Fabbre snc, P.IVA

01237880537 – Codice fiscale e n. d’iscrizione 01375230560

Poggio Macina – Società agricola A R.L. con sede legale in Manciano (GR), Loc.le Fabbre

snc, Codice fiscale e P.IVA: 01474790530

(denominato venditore o parte venditrice in questo documento) proprietaria/o/i dell’immobile

denominato Fattoria Pioanetti ubicato in Manciano - Grosseto con codice agenzia RSGE2452

del quale è stata presa visione via Internet tramite l’Agenzia Immobiliare Great Estate s.r.l.

1. OGGETTO DEL CONTRATTO

Questo accordo tra le parti contraenti è irrevocabile. Le parti convengono quanto segue:

1.1 Altieri Ltd acquisirà l’immobile denominato Fattoria Pianetti ubicato in Comune di

Manciano (GR), codice Agenzia RSGE2452 da Fattoria Pianetti A R.L. e Poggio Macina

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2

Società Agricola A R.L. al prezzo di € 30.000.000 (Trenta Milioni di Euro) che sarà soggetto

al buon esito della due diligence che sarà effettuata sull’immobile da parte di professionisti

incaricati dalla parte acquirente ed i cui costi saranno sostenuti da quest’ultima, entro un

termine di 90 giorni dall’accettazione della presente. La due diligence consisterà in una

relazione tecnico-finanziaria dell’immobile al fine di individuarne l’effettivo valore di

vendita e la parte acquirente si riserva la possibilità di valutarne l’esito a suo insindacabile

giudizio prima di procedere eventualmente con l’impegno definitivo per l’acquisto. Se al

termine della due diligence verrà riscontrato un valore inferiore a quello pattuito nel presente

accordo, se il venditore sarà d’accordo, le parti si impegnano reciprocamente a rinegoziare il

prezzo di vendita sopra pattuito tramite la sottoscrizione di un preliminare di compravendita,

che annullerà gli effetti di qualsiasi accordo preso in precedenza.

1.2 Dopo la firma del presente accordo il venditore fornirà a Altieri Ltd tutta la

documentazione necessaria per completare la due diligence, incluso ma non limitato a; gli

ultimi 3 anni dei bilanci dell’azienda, tutte le relazioni tecniche e finanziarie disponibili,

relazioni circa lo stato e la condizione della proprietà se disponibili.

1.3 Dopo la firma del presente accordo, Altieri Ltd fornirà la prova di fondi al venditore, per

completare l'acquisto dell’immobile, che seguirà, nel caso che la due diligence sia completata

con successo.

1.4 L'accordo scadrà il 19 maggio 2015.

1.5 Se Altieri Ltd sceglierà di non procedere con l'acquisizione al termine della due diligence,

o nel caso in cui scadranno i 3 mesi di condizione sospensiva legati alla due diligence stessa,

questo accordo sarà automaticamente nullo.

1.6 Altieri Ltd e il venditore garantiscono che la documentazione ed informazioni che

vengono divulgate alle rispettive parti, saranno strettamente confidenziali, e le informazioni

non saranno divulgate o e comunicati a terzi, con l'eccezione dei partner o altre parti che

parteciperanno all’acquisto.

1.7 Dopo aver completato con successo il processo di due diligence, le parti firmeranno un

accordo definitivo per completare ufficialmente l'acquisizione, tramite la firma di un

contratto preliminare di compravendita o direttamente tramite Atto notarile da stipulare

presso Notaio Italiano scelto dalla parte acquirente, il tutto entro e non oltre il 30/05/2015.

1.8 Al momento della sottoscrizione dell’accordo definitivo tra le parti (sottoscrizione

preliminare di compravendita o del rogito notarile), la parte acquirente si impegna a

riconoscere all’Agenzia Immobiliare Great Estate Immobiliare s.r.l. la provvigione del

3% + IVA sul prezzo di compravendita mentre la parte venditrice si impegna a

riconoscere all’Agenzia Great Estate Immobiliare s.r.l. la provvigione concordata

nell’incarico di vendita sottoscritto con l’agenzia stessa.

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Property Standard assignment

STRUTTURA RICETTIVA VITIVINICOLA DI PRESTIGIO INUMBRIA sul confine TOSCANO" LA STRADA DEL VINO"

Brief DescriptionAgricultural businesses and Wineries. Farm, cottages and restaurant + tasting room and wine cellarcomplete and running with wine production and labeled organic oil exported worldwide. Placed in awonderful position between Umbria and Tuscany with fertile land and productive. The land is 85 acresof which 20 of vineyards with the opportunity to plant more vines (other 5/10 hectares), with over 1,500olive trees biological and 50 acres of woodland. The sunny location and well exposed, offers awonderful vista.Possibilità expansion with purchase land and houses nearby. Energ Class and ipeunderway

LocationThe farm-winery is located in the heart of Italy, on the border between Umbria and Tuscany, halfwaybetween Rome and Florence, in the famous Chianti area / Orvieto. The company produces wine and islocated on the crest of a hill. The eye passes over the vineyards and, in a continuous succession of

TYPE: Agricultural businesses andWineriesREGION: UMBRIAPROVINCE: TerniDISTRICT: FiculleBUILDING SURFACE: 2150 mqLAND SURFACE:85 ha ( 850000,00 sqm )

( cod.rsge001761 )

Price On Application

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perspectives, meets near Castello della Sala, Orvieto, the Cimini, Cetona and Amiata beyond the valley. Inthe background the profile of Tuscany overlooking the valley of the Chiani and Chianti.The path of roses at the end of the rows of vines marks the road through the estate, which from thecottage and garden, leading to the cellar and restaurant. Here, you can taste our wines and enjoy a greatmeal in the charming restaurant "Locanda" and then stay and relax in rooms features.The facility is located 2 km away from the city center, with all services. Nearby, Orvieto, Città dellaPieve, Cetona and other beautiful local towns. Easily accessible, Assisi, Rome, Pisa, Siena and Florence,with its airport are approximately 1 hour and 30 minutes. Due to its strategic position of the country withtraditions, architecture and wine, is particularly sought after by tourists who love nature and tranquility,customers, art lovers, for wine and gastronomy.

DescriptionAgricultural businesses and Wineries. Company / Farmhouse with outbuildings and cellar, with a totalarea and total of 2145. The total area of the buildings of the facility so it is of 2145 square meters,consists of a guest house of 250 sqm with living room, kitchen 4 bedrooms and 3 bathrooms +outbuilding of 30 sqm. with kitchenette, bedroom and bathroom. A restaurant of 190 square meters withkitchen and outdoor area with porch and gazebo. Apartment above 105 sqm. with 2 bedrooms - dressingroom - bathroom living room and small kitchen. 1550 square meters of working winery for processing,bottling-labeling and wine aging in oak barrels with French winemakers and fullers-steel tanks atcontrolled temperature of new generation with modern and functional facility capable of combiningtraditions and new technologies .. Closed-remittance agricultural machines and equipment for more than200 square meters in the service of the company. And 'situated in a splendid position between Umbriaand Tuscany. The land is 85 hectares: 20 screws with the possibility of implanting more vineyard (up toa further 5/10 hectares). Oliveto production with over 1,500 olive trees biological and 50 acres ofwoodland. The location offers a beautiful location, exposure and magnificent views.The new winery, which maintains its traditional rural architecture with exterior walls made of localstone, has been designed, engineered and built to become a modern and functional, where traditions andcontemporary technology meet.The VineyardsQuality local Umbrian and Tuscan screws (Montepulciano and Sangiovese) alternating with largeinternational varieties (Merlot and Cabernet).Each vineyard has its own character, its peculiar note: soil, exposure, height, presence of trees,ventilation, however, the essential features of the environment are unchanged. The farming system iscordon, with a density of 5,400 vines per hectare.The wines are the result of a project viticulture exciting, aimed at enhancing the vines and their territoryby combining red grapes exceptional national and international. The production is of the highest qualitystandards and guarantee continued commitment to work in harmony with each screw on the estate.The result is three excellent wines rated critically acclaimed Italian and international: The Wine Advocate- Robert Parker 91/100; Veronelli 93/100.The winery produces and bottles exceptional types of wine:Fragrant wines with grapes growing on the top of the hill, the result of art and craftsmanship made bymixing fine grapes "red Montepulciano" grapes "Merlot".Fine wines from grapes that come from large estate oak, with a centuries-old vineyard where "Merlot,Cabernet Sauvignon and Cabernet Franc" find an ideal habitat. Wines "Rose" delicate and imaginative inaddition to new blends and flavors of a wine collection created for a young, stylish, avant-garde, turned

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to new generations.Buildings and residencesCasale to use receptive Pool + house that can accommodate a total of 25 people.All located in the heart of the company and on the highest part of the hill, and the estate is nestled in thepicturesque forest of oaks and is surrounded by vineyards. Above the restaurant accommodation withApt.From the edge of the pool, you can enjoy the stunning views stretching over vineyards, Castle Hallacross wide Paglia river valley to climb the picturesque tuff cliff of Orvieto.restaurantThe restaurant, furnished and equipped stands out for its taste and its excellent cuisine and canaccommodate 20 to 60 people sitting inside and the same out on the porch facing the sunset, the squareoverview of the cellar, near the restaurant is the perfect place for a great party, parties and events suchas the Ferrari meeting, vintage cars, organic flavors etc ...Interesting investment, thanks to its goodwill and the ability to expand with the purchase of other housesto be restored and land on the border and / or non-border but still nearby.

State of repairThe structure with a basement and houses have been renovated or newly built. All buildings are inperfect condition. The original features and typical of the area, have been preserved; exterior facades instone, terracotta floors and wooden beams. The buildings were constructed in compliance with zoningregulations and health rules.

UtilitiesThe property is a structure that has all the facilities and utilities connected and connected to the telephonelines and the Internet.Water systems and heating systems have been installed in accordance with local safety regulations. Thewater comes from a natural spring on the property. The property is fully served and can be inhabitedimmediately with farm and company functioning and active.

Land registry detailsAccommodation completely regular with permits and licenses, the property is officially registered on the"New Cadastre" of the municipality itself.

Ownership Details/Contractual ObligationsAgricultural businesses and Wineries. The company and the entire property is on behalf of a companyand taxation is subject to VAT which will be calculated in accordance with applicable laws.

Potential Land UseThis beautiful residence-country estate with winery, vineyard, business accommodation, and organicfarm, has great potential. Its strategic location and convenient is ideal to be used to produce wines in theworld and to know and make known and visiting the major towns of Umbria, Lazio and Tuscany. Thelarge size of the company, makes it interesting its agricultural production with current and future possibleincreases and expansions. The apartments of the accommodation can easily be rented as a holiday home

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AZIENDA 1 LE VIGNE

ESTERNO 1 ESTERNO 2

CASALE CASALE 1

because everything is in an area that has significant interest from Italian and international tourists. Awonderful farm-farm with its production of fine wines, is an interesting business not to be missed.

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RISTORANTE CANTINA

PISCINA VIGNE ROSSE

TERRAZZA CANTINA

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VEDUTA BARRIQUES

IMBOTTIGLIAMENTO ACCIAIO

VITI CON ROSETO COMPLESSO

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EVENTI AUTUNNO

PISCINA 1 PISCINA INTERA

 

PROPERTY STANDARD ASSIGNMENTOn this type of property, for several reasons ( impossibility of correct verificationcaused from privacy request of the seller, impossibility to acquire documentation orother) our agency is not responding directly of every datas and/or informations shown, becausewe cannot do any type of exact verification so all responsabilities arecompletely on seller charge.

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Roberto BiggeraInternational Sales Co-ordinatorGruppo Immobiliare Great Estate & ChestertonExtension:+39 0578 1900529|Mobile: +39 335 271235 | skype: roberto.biggeraSede di San Casciano dei Bagni, fraz. Palazzone (Siena), Via Piana 15Phone +39 0578 59050 | Fax +39 0578 850004E-mail: [email protected]: www.greatestate.it

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STRUTTURE RICETTIVE IN VENDITA "AGRITURISMO IL BELTRAMONTO"

Brief DescriptionTouristic businesses and hotels lazio. Situated only a half an hour from Rome, Bolsena Lake, and a fewminutes from one of the most beautiful cities in all of Umbria and Tuscany, a stunning country farmtourist rental (agriturismo biologico) property, which is currently open for business and runningsuccessfully, which measures approximately 2000 sq mts. The property has individual rooms andapartments, a restaurant with its own kitchen and other fully equipped rooms. There is a large swimmingpool with showers which measures 20m x 12m, changing rooms and a terrace with beautiful views ofthe surrounding area. There is a Beauty farm which is currently under construction and approvedplanning permission for an agricultural construction which measures approximately 770 sq mts. Theproperty also includes land which measures approximately 13 hectares, totally cultivated with organicproduction and a small lake. The property has marvellous panoramic views over the surroundingcountryside. European Energy Classification "G" IPE: > 175.00kWh/mq a.

LocationFarm organic farm in lazio. The property has a perfect position, it is situated on the asphalt road which

TYPE: Touristic Businesses and HotelsREGION: LAZIOPROVINCE: ViterboDISTRICT: OrteBUILDING SURFACE: 1700 mqLAND SURFACE:13 ha ( 130000,00 sqm )

( cod.psge000824 )

PRICE €  2.900.000,00

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links Orte to Amelia. Touristic businesses and hotels for sale /to buy. The only white road is the onewhich runs through the property itself, winding in between the various annexes, the gardens and the landof the working farm. In less than 30 minutes by car you can reach all of the largest and most interestingtourist destinations of the area, such as, Bolsena Lake, Orvieto, Viterbo, Todi and obviously the mostimportant, beautiful Rome. In an hour’s drive you will reach the main centres of Tuscany. It is only twohour’s drive to Montalcino, Siena and Florence.It has a wonderful location, amongst the hillsides but at the same time close to the station and the A1motorway exit at Orte, which is only approximately 5 kms away. The Fiumicino airport is approximately40/50 minutes drive.

DescriptionTouristic businesses and hotels for sale /to buy In a stunning location on the edge of the road which linksOrte to the picturesque village of Amelia. It is a beautiful farmhouse property, fully air conditioned,complete with quality furnishings, currently open for business as a tourist rental agriturismo business., Itmeasures a total of approximately 2000 square meters, and has 8 bedrooms and bathrooms, 7 selfcontained apartments, a restaurant with more than 200 seats plus 30 seats in the smoking lounge, whereyou can organize parties and weddings. A spacious kitchen with professional equipment ALPENINOX, apantry, a cellar, several stores and other fully equipped rooms . A large 20mx12m swimming pool withshowers and changing rooms is situated in a garden along with a huge panoramic terrace with tables,gazebos and garden furniture. A Beauty farm is currently under construction and there is an approvedproject for 770 sq mts of agricultural buildings. The property also includes13 hectares of land, allcultivated with organic production including: olive groves, vineyards, animal fodder, vegetables, berries-blackberries and currants. It has animal shelters, a pond and woods. It is situated on a hill, and is easilyvisible from the main road . It has marvellous views of the beautiful surrounding countryside, includingpicturesque villages and rolling green hills.Net surface :(1700|”)Rooms :(30|”)Bathrooms: (20|”)Bedrooms:(16|”)

State of repairFarm organic farm. Renovated and furnished with taste in a style typical of the area, using reclaimedmaterials and that blend with modern day comforts. The main structure is partly plastered with some ofthe original stone left on view, it has also been reinforced with concrete poles to ensure optimal stability.Externally it is partly rendered and other parts have been left with the stone exposed. Particular care hasbeen taken with the architectural details, the terraces, balconies and porches have beautiful artisticeffects which creates a certain charm to the entire property. Internally there are some stunning largearches and windows and some incredible original fireplaces. The reinforced ceilings are mostly painted ,but in the lounge and restaurant they have exposed wooden beams, there are a mixture of marble floors,single-fired brick floors and terracotta tiled floors.European Energy Classification "G" IPE: > 175.00kWh/mq anno

Utilities

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All the main services are available and are in working order. Prestigious Luxury villas for sale, all systemswere renewed a few years ago, and comply with safety standards and are in accordance with currentguidelines , including the air-conditioning which was totally replaced..The property has all major utilitiesthat are available in the local area, including mains water and mains electricity from Enel. There is anexisting telephone line with ADSL cover. The property has working fireplaces but the heating systemuses GPL gas which is subdivided into three separate sectors.

Land registry detailsThe property, farm organic farm in, is registered as an urban property with all the requireddocumentation. A small part is in the last stage of completion and soon everything will correlate to theappropriate documents. The main building and the annexes are listed as buildings which were originallybuilt before 1967 and which have been subsequently modified and restored according to and within allthe building regulations and planning permissions issued and therefore they completely conform tocurrent guidelines. The land is listed in the NCT of the comune of Orte and the buildings are listed in theNCEU in the same comune.

Ownership Details/Contractual ObligationsThe touristic businesses and hotels is currently owned by a company and therefore it can be purchasedthrough the sale of company shares and thus make significant tax savings. There are no constraints orproblems or outstanding debts on the property.

Potential Land UseThe business was opened in 2004, it is a very interesting property which produces a good income. TheFarm organic farm (Agriturismo) is completely finished and is open for business at the moment. It has aspacious garden and land which is partly arable and part olive groves. It has a small vineyard and aproduction of mixed berry fruits. There are fenced areas with shelters ready to accommodate herds offarm animals. It is an interesting investment with considerable future prospects which can be expanded,thanks to a series of projects approved for approximately 770mq.di agricultural buildings. The propertyis located in an excellent strategic position approximately 5 km. from the A1 motorway exit at Orte, It isonly 30 minutes from Rome, Orvieto and other main towns in the area, on the road leading to nearbyAmelia, where visitors to the area often stop to experience the therapeutic benefits of the treatments onoffer there.

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ESTERNO 1 ESTERNO 2

ESTERNO 3 ESTERNO 4

ESTERNO 5 ESTERNO 6

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INTERNO 1 INTERNO 2

INTERNO 3 INTERNO 4

INTERNO 5 INTERNO 6

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INTERNO 7 INTERNO 8

PANORAMA 1 PANORAMA 2

PANORAMA 3 PANORAMA 4

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VISTA DELL'AGRITURISMO DALLA PISCINA VISTA DELL'AGRITURISMO DALL'ALTO

 

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DEPANDANCE

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Roberto BiggeraInternational Sales Co-ordinatorGruppo Immobiliare Great Estate & ChestertonExtension:+39 0578 1900529|Mobile: +39 335 271235 | skype: roberto.biggeraSede di San Casciano dei Bagni, fraz. Palazzone (Siena), Via Piana 15Phone +39 0578 59050 | Fax +39 0578 850004E-mail: [email protected]: www.greatestate.it

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,\1 )'''111(" I~U·llliHg1_;(1

Oggetto: Proposta di Acquisto

Questo accordo è valido tra:

Altieri Organic Farrning Ltd e Il Sig. Mauti Marco, legale rappresentante della società "LAVECCHIA FATTORlA S.R.L"

Data: 19 Febbraio 2015

PARTI:

(1) Altieri Organic Farming Ltd (denominato Altieri Ltd in questo documento). SedeLegale: Airport House, Purley Way, Croydon, Surrey, CROOXZ, UK. NumeroAziendale: 09412546 rappresentata da William Fucilla nato a Croydon, Inghilterra il17/09/1987 e residente in Inghilterra (allegare passaporto)

e

(2) Il Sig. Mauti Marco nato a Veroli (Fr) il 03/05/1980 c.fMTAMRC80E03L780C. eresidente in Veroli, via Passeggiata S. Giuseppe 64 il quale interviene a sua volta nonin proprio ma in qualità di legale rappresentante della società LA VECCHIAFATTORIA S.R.L. con sede in VEROLI C.F. P.LV.A: 02046640609 1 (denominatoparte venditrice in questo documento) proprietarialoli dell'immobile denominato "IlBel Tramonto" con codice "Psge 000824" del quale è stata presa visione via Internettram1'te l'Agenzia Immobiliare Great Estate s.r.l.

1. OGGETTO DEL CONTRATTO

Questo accordo tra le parti contraenti è irrevocabile. Le parti convengono quanto segue:

1.1 Altieri Ltd acquisirà l'immobile denominato "Il Bel Tramonto" codice Psge 000824 dallasocietà "LA VECCHIA FATTORIA S.R.L" al prezzo di € 2.900.000 (Euro Due milioni

1

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novecento mila/OO) che sarà soggetto al buon esito della due diligence che sarà effettuatasull 'immobile da parte di professionisti incaricati dalla parte acquirente ed i cui costi sarannosostenuti da quest'ultima entro un termine di 90 giorni dall'accettazione della presente. Ladue diligence consisterà in una relazione tecnico-finanziaria dell'immobile al fine diindividuarne l'effettivo valore di vendita e la parte acquirente si riserva la possibilità divalutarne l'esito a suo insindacabile giudizio prima di procedere eventualmente conl'impegno definitivo per l'acquisto Se al termine della due diligence verrà riscontrato unvalore inferiore a quello pattuito nel presente accordo, se il venditore sarà d'accordo, le partisi impegnano reciprocamente a rinegoziare il prezzo di vendita sopra pattuito tramite lasottoscrizione di un preliminare di compravendita, che annullerà gli effetti di qualsiasiaccordo preso in precedenza. Se la due diligence non avrà esito favorevole per qualsiasimotivazione nessuna delle parti potrà richiedere all'altra o all'agenzia immobiliare nessuntipo di penale, rimborso spese o risarcimento danni.

1.2 Dopo la firma del presente accordo il sig. Mauti Marco, legale rappresentante dellasocietà LA VECCHIA FATTORIA S.R.L fornirà a Altieri Ltd tutta la documentazionenecessaria per completare la due diligence, incluso ma non limitato a; gli ultimi 3 anni deibilanci dell'azienda, tutte le relazioni tecniche e finanziarie diponibili, lo stato e la condizionedella proprietà se diponibili.

-l.3 Dopo la firma del presente accordo, Altieri Ltd fornirà la prova di fondi al Sig.MautiMarco, legale rappresentante della società LA VECCHIAFATTORIAS.R.L,per completarel'acquisto dell'immobile, che seguirà, nel caso che la due diligence sia completata consuccesso.

1.4 L'accordo scadrà il 19 maggio 2015.

1.5 Se Altieri Ltd sceglierà di non procedere con l'acquisizione al termine della due diligence,o nel caso in cui scadranno i 3 mesi di condizione sospensiva.legati alla due diligence stessa,questo accordo sarà automaticamente nullo.

1.6 Altieri Ltd e il Sig. Mauti Marco, legale rappresentante della società LA VECCHIAFATTORIA S.R.L garantiscono che la documentazione ed informazioni che vengonodivulgate alle rispettive parti, saranno strettamente confidenziali, e le informazioni nonsaranno divulgate o e comunicati a terzi, con l'eccezione dei partner o altre parti che

"-parteciperanno all' acquisto.

1.7 Dopo aver completato con successo il processo di due diligence, le parti firmeranno unaccordodefinitivo per completare ufficialmente l'acquisizione, tramite la firma di uncontratto preliminare di compravendita o direttamente tramite Atto notarile da stipularepresso Notaio Italiano scelto dalla parte acquirente, il tutto entro e non oltre il 30/05/2015.

I

1.8 Al momento della sottoscrizione dell'accordo definitivo tra le parti (sottoscrizionepreliminare di compravendita o del rogito notarile), la parte acquirente si impegna ariconoscere all' Agenzia Immobiliare Great Estate lmmobiliare s.r.l. la provvigione del3% + IVA sul prezzo di compravendita mentre la parte venditrice si impegna a

2

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riconoscere all' Agenzia Immobiliare Great Estate Immobiliare s.r.l la provvigioneconcordata nell'incarico di vendita sottoscritto con l'agenzia stessa.

2. LEGGE E GIURISDIZIONE

2.1 Questo accordo e qualsiasi reclami o dispute derivanti da o in connessione di questoaccordo sono regolati dalla legislazione Italiana.

2.2 Le parti concordano irrevocabilmente che il tribunale italiano competente ha giurisdizioneper risolvere qualsiasi dispute o reclami derivante da o in connessione con questo accordo.

3. ACCORDO GLOBALE

Questo accordo costituisce l'intero accordo tra le parti e sostituisce qualsiasi accordo,intesa o precedente accordo verbale o scritto tra di loro, in relazione ai casi che coprono.

Firmato da William Fucilla

Alto Dirigente di Altieri Organic Farming Ltd

Firmato da Mauti Marco

Legale rappresentante della società LA VECCHIA FATTORIA S.R.L

3