Extraordinary and Ordinary Shareholders’ meeting of Davide Campari-Milano S.p.A.

 

Extraordinary and Ordinary Shareholders’ meeting of Davide Campari-Milano S.p.A.

 

  • Approval of the Stock split: issue of two new shares in replacement of each existing share

  • Unanimous approval of the Company’s accounts for the fiscal year ending 31 December 2016

  • Distribution of a dividend per share of € 0.045 for the full year 2016 after the stock split (on an rectified basis in line with previous year)

     

    Milan, April 28th, 2017-The extraordinary Shareholders’ meeting of Davide Campari-Milano S.p.A. (Reuters CPRI.MI-Bloomberg CPR IM) approved today the stock split of the 580,800,000 ordinary shares with a nominal value of € 0.10 each, which currently making up the Group’s share capital, into 1,161,600,000 new shares issued with a nominal value of € 0.05 each, assigned in the ratio of two new shares in replacement of each existing share. The new shares qualify for dividends from 1 January 2016, and the current fully paid up share capital of € 58,080,000 remains unchanged. The stock split is expected to become effective by mid May 2017 and the execution date will be notified pursuant to law. No expense will be charged to shareholders for the stock split execution.

    The Shareholders’ meeting unanimously approved today the company’s accounts for the fiscal year ending 31 December 2016.

    The Shareholders’ meeting approved a cash dividend per share of € 0.045 for the full year 2016 after the stock split (on a rectified basis in line with previous year). The cash dividend will be payable on May 24th, 2017 (the detachment date of the coupon n. 1 will be May 22nd, 2017 pursuant to the Borsa Italiana calendar, with a record date May 23rd 2017).

    It should be noted that the above resolutions were voted also via the exercise of double voting rights by entitled shareholders, pursuant to Article 6 of the Articles of Association.

    Other resolutions

    Own shares. The Shareholders’ meeting authorised the purchase and/or sale of own shares, mainly to be used to service the stock option plans. The authorisation will remain valid until 30th June 2018. The unit price for the purchase and/or sale of own shares will not differ by more than 25% (whether upwards or downwards) from the weighted average price in the three stock market trading sessions prior to each transaction.

    Stock options. The Shareholders’ meeting approved a stock option plan pursuant to article 114-bis of the Consolidated Law on Financial Intermediation, and in accordance with the stock option Regulation in effect that does not concern the company’s directors. The option rights are exercisable starting from the end of the fifth year following the date of assignment.

    Remuneration Report. The Shareholders’ meeting approved the Remuneration Report drawn up in accordance with article 123-ter, paragraph 6, of the Consolidated Law on Financial Intermediation.

    Board of Directors of Davide Campari-Milano S.p.A. The shareholders’ meeting confirmed Karen Guerra for the position of Director. Karen Guerra was co‐opted by the Board of Directors on April 29th, 2016, after the resignation of a Director.

     

    2016 Consolidated results

    As announced on February 28th, 2017, in 2016, Group sales totalled 1,726.5 million, showing an increase of +4.2%. The organic sales growth was +4.7%, partially compensated by an exchange rate effect of -3.3%. The perimeter effect of +2.8% was driven by the combined effect of the Grand Marnier acquisition, consolidated as of July 1st, 2016, the termination of some distribution agreements and the sale of non-core businesses.

    Gross profit increased by +7.4% to 984.6 million (+5.8% organic growth), at 57.0% of sales.

    Advertising and promotion spending (A&P) was up by +7.8% to € 308.6 million, at 17.9% of sales.

    CAAP (Contribution after A&P)was up by +7.2% to 676.0 million (+5.8% organic growth), at 39.2% of sales.

    Structure costs, i.e. selling, general and administrative costs, were 323.5 million, at 18.7% of sales, increasing by +8.5%.

    EBITDA adjusted was up by +6.6% to € 405.3 million (+4.4% organic growth), at 23.5% of sales.

    EBIT adjusted increased by +6.0% to 352.5 million (+3.6% organic growth), at 20.4% of sales.

    Operating adjustments were negative by € 33.2 million, of which € 8.8 million related to the Grand Marnier transaction costs and the balance related to write offs from restructuring projects and asset disposals.

    EBITDA reached 372.1 million, increasing by +4.2%, at 21.6% of sales.

    EBIT reached 319.4 million, increasing by +3.1%, at 18.5% of sales.

    Net financial costs were € 58.6 million, down by € 2.3 million.

    Negative financial adjustments amounted to € 24.6 million, driven by the non-recurring costs in connection with the debt refinancing (US private placement debt prepayment) completed in September 2016 for € 29.1 million, net of other non-recurring financial income of € 4.5 million.

    Group net profit adjusted, i.e. before the negative operating and financial adjustments (in total € 57.8 million pre-tax or € 32.3 million post-tax), was € 198.6 million (+7.0%).

    Group net profit was € 166.3 million, down by -5.2%.

    As of December 31, 2016, net financial debt stood at 1,199.5 million as of 31 December 2016 (€ 825.8 million as of 31 December 2015).

    Events taking place after the end of 2016

    With regards to events taking place after the end of 2016, on 10 February 2017 Gruppo Campari closed the acquisition of BULLDOG London Dry Gin, deal announced on 2 February 2016, for USD 55 million (corresponding to € 51.7 million at the exchange rate on the closing date), plus working capital and assumed liabilities for USD 3.4 million (corresponding to € 3.2 million at the exchange rate on the closing date). The agreement foresees the possibility of an earn-out payable upon the achievement of certain incremental sales volumes according to agreed volume targets.

    Moreover, on 30 March 2017 Gruppo Campari announced the overall amount of two fixed rate unrated bond issues with a principal amount, respectively, of (i) € 50 million with a maturity on April 5th, 2022; and (ii) € 150 million with a maturity on April 5th, 2024, aimed at an exchange, for the same amount, for certain existing notes previously issued by Davide Campari-Milano S.p.A. and purchased in cash by BNP Paribas via a Tender Offer.

Publishing date: 
28 Apr 2017
Share/Save

Download

Last updated May 02 2017