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

  • Company’s accounts for the fiscal year ending 31 December 2011 approved

  • Dividend of € 0.07 per share (an increase of +16.7% versus last year’s dividend) approved

Milan, April 27, 2012 - The Shareholders’ meeting of Davide Campari-Milano S.p.A. (Reuters CPRI.MI - Bloomberg CPR IM) approved the company’s accounts for the year ending 31 December 2011.

The Shareholders’ meeting approved a full year dividend per share of € 0.07 (with an increase of 16.7% vs. the 2010 dividend of € 0.06). The dividend will be paid on 24 May 2012 with the prior detachment of coupon no. 9 on 21 May 2012.

Consolidated results 2011

As announced on March 12, 2012, in 2011 Group sales totalled € 1,274.2 million showing a reported growth of +9.6%, and organic growth of +8.8%. Perimeter effect was positive by +1.4%, mainly due to the acquisition of Frangelico, Carolans and Irish Mist. The exchange rates effect was negative by -0.7%.

Gross margin increased to € 734.6 million, up 10.2%, or 57.7% of sales, mainly thanks to a favourable sales mix driven by spirits’ double-digit growth.

Advertising and promotion (A&P) was up by +12.8% to € 229.1 million, or 18.0% of sales (17.5% of sales in 2010).

Contribution after A&P (gross margin after A&P) was up by +9.0% to € 505.5 million (+6.5% organic growth), or 39.7% of sales.

Structure costs, i.e. selling, general and administrative costs, increased by +8.4%, resulting in a lower share on sales, from 16.4% in 2010 to 16.2% in 2011.

EBITDA before one-offs was up by +10.2% to € 329.0 million (+8.2% organic growth), or 25.8% of sales.

EBITDA reached € 325.8 million, an increase of +10.3%.

EBIT before one-offs rose by +9.5% to € 298.7 million (+7.1% organic growth), or 23.4% of sales.

EBIT reached € 295.5 million, an increase of +9.7%.

Net financing costs for 2011 stood at € 43.2 million, a rise of € 5.7 million in 2010. The rise in interest payments is mainly due to the Group's higher average debt level as a result of acquisitions.

Profit before tax reached € 250.6 million (+7.6%; +7.2% at constant exchange rates).

Group net profit reached € 159.2 million, up +1.9% (+1.4% at constant exchange rates) after taking into higher interest and tax charges as well as negative fiscal one-offs of € 4.7 million. Rectified for all operating, financial and fiscal one-off’s, the Group net income reached € 167.5* million, or 13.1% of sales.

As of 31 December 2011, net financial debt stood at € 636.6 million (€ 677.0 million as of 31 December 2010), after acquisitions (in particular the Russian distribution company Vasco and the Brazilian brand Sagatiba) for a total value of € 31.5 million (including estimated value of put option and earn out’s).

Other resolutions

Statutory changes. The Shareholders’ meeting approved several changes in the Company’s bylaws reflecting new regulatory measures introduced by Law no. 120/2011, Consob resolution 18098 of 8 February 2012 and by the recent amendments of the Corporate Governance code for listed companies.

Remuneration Report. The Shareholders’ meeting approved the Remuneration Report drawn up in accordance with article 123-ter, paragraph 6, of TUF.

Stock options. The Shareholders’ meeting approved a stock option plan pursuant to Art. 114-bis of the Consolidated Law on Financial Intermediation and in accordance with the stock option master plan approved by the Board of Directors of 18 March 2009 and by the Shareholders’ meeting of 30 April 2009.

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 concerns the purchase and/or sale of shares, which, including existing own shares, shall not exceed a maximum of 10% of the share capital. The authorisation will remain valid until 30 June 2013. 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.

Shareholders’ meeting regulations. Lastly, the Shareholders’ meeting approved several changes in the Company’s Shareholders’ meeting regulations reflecting the regulatory measures introduced by the Legislative Decree no. 27/2010 transposing Directive 2007/36/EC.

The Executive responsible for preparing Davide Campari-Milano S.p.A.’s financial reports, Paolo Marchesini, certifies - pursuant to article 154 bis, paragraph 2 of the Legislative Decree 58/1998 - that the accounting disclosures in this statement correspond to the accounting documents, ledgers and entries.

*Adjusted for all operating, financial and fiscal one-off’s and relating fiscal effects.

Publishing date: 
27 Apr 2012
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Last updated Feb 14 2013