Ordinary Shareholders’ meeting of Davide Campari‐Milano S.p.A.
Ordinary Shareholders’ meeting of Davide Campari-Milano S.p.A.
Approval of the Company’s accounts for the fiscal year ending 31 December 2015
Distribution of a dividend per share of € 0.09 for the full year 2015 (increased by +12.5%)
Appointment of a New Board of Directors for the period 2016-2018
Luca Garavoglia’s confirmation as Chairman for the period 2016-2018
Milan, April 29, 2016-The Shareholders’ meeting of Davide Campari-Milano S.p.A. (Reuters CPRI.MI-Bloomberg CPR IM) approved today the company’s accounts for the fiscal year ending December 31, 2015.
The Shareholders’ meeting approved a cash dividend per share of € 0.09 for the full year 2015 (+12.5% increase compared to the previous year). The cash dividend will be payable on May 25, 2016 (the detachment date of the coupon n. 13 will be 23 May 2016 pursuant to the Borsa Italiana calendar, with a record date 24 May 2016).
The Shareholders’ meeting appointed a new Board of Directors for the 2016-2018 period, comprised of Eugenio Barcellona, Giovanni Cavallini, Camilla Cionini Visani, Luca Garavoglia, Thomas Ingelfinger, Bob Kunze-Concewitz, AnnaLisa Elia Loustau, Paolo Marchesini, Stefano Saccardi, Francesca Tarabbo and Catherine Gérardin Vautrin, and determined the relevant remuneration.
Giovanni Cavallini, Camilla Cionini Visani, Thomas Ingelfinger, AnnaLisa Elia Loustau e Catherine Gérardin Vautrin declare that they qualify as Independent Directors as defined in article 148, paragraph 3, of the Legislative Decree no. 58/1998 (‘TUF’).
It should be noted that Giovanni Cavallini was appointed based on the list of candidates for directors, submitted and voted by various minority shareholders, whilst the other directors were appointed based on the lists submitted and voted by the controlling shareholder Alicros S.p.A.
The Shareholders’ meeting confirmed Luca Garavoglia as Chairman for the 2016-2018 period.
In addition, the Shareholders’ meeting confirmed the Board of Statutory Auditors for the 2016-2018 period, comprised of Pellegrino Libroia, Chairman, and Enrico Colombo and Chiara Lazzarini, auditors, and determined the relevant remuneration.
Pellegrino Libroia was appointed based on the list of candidates for auditors, submitted by the minority shareholder Cedar Rock Capital Ltd. and voted by various minority shareholders. The other auditors were appointed based on the list submitted and voted by the controlling shareholder Alicros S.p.A.
The curriculum vitae of the directors and auditors appointed are available on the company’s website www.camparigroup.com/en/investor/agm.
The Chairman, Luca Garavoglia, thanked the outgoing directors and auditors for their strong commitment to the Group and their very capable work during the past years.
Moreover, it should be noted that the Shareholders’ meeting appointed by acclamation Marco P. Perelli-Cippo as honorary President of Davide Campari-Milano S.p.A. as a recognition and gratitude for his commitment and valuable contribution to Gruppo Campari during his past prolonged career as the Company’s CEO.
2015 Consolidated results
As announced on March 1, 2016, 2015 Group sales totalled € 1,656.8 million showing a reported increase of +6.2%. Organic sales growth was +3.0%, driven by high margin Global priorities (+8.2%) and mitigated by the poor performance of low margin businesses, such as Russia and the non-core Jamaican sugar business that negatively impacted the Group organic performance by -1.9% and -0.4% respectively.
The exchange rate effect was +4.1%, driven by the strong appreciation of the US Dollar (+19.8%) and the Jamaican Dollar (+13.5%) as well as favourable trends in all other key Group currencies, with the exception of the Russian Rouble and the Brazilian Real.
The perimeter effect of -1.0% was the combined effect of acquisitions and both the termination of some distribution agreements and the sale of non-core businesses.
Gross profit increased by +10.3% to € 917.1 million (+4.7% organic change), at 55.4% of sales.
Advertising and promotion spending (A&P) was up by +9.8% to € 286.3 million, at 17.3% of sales.
CAAP (Contribution after A&P)was up by +10.5% to € 630.8million (+5.1% organic change), at 38.1% of sales.
Structure costs, i.e. selling, general and administrative costs, increased by +9.3%to € 298.0 million, at 18.0% of sales.
EBITDA pre one-off’s was up by +12.6% to € 380.1 million (+6.8% organic change), at 22.9% of sales.
EBIT pre one-off’s increased by +11.6% to € 332.7 million (+6.1% organic change), at 20.1% of sales.
Negative one-off’s of € 22.9 million, included € 16.2 million of non-cash write-down’s of trademarks and disposed assets, as well as provisions relating to restructuring projects. It should be noted that one-off’s in 2014 were negative by € 43.2 million.
EBITDA reached € 357.1 million, an increase of +21.3%, at 21.6% of sales.
EBIT reached € 309.8 million, an increase of +21.5%, at 18.7% of sales.
Pre-tax profit was € 249.4 million, up by +28.4%, mainly driven by EBIT growth.
Group net profit was € 175.4 million, up by +36.1%.
Adjusted Group net profitwas € 185.9 million, up by +20.4% on a like-for-like basis.
As of December 31, 2015, net financial debt stood at € 825.8 million (€ 978.5 million as of December 31, 2014), after the dividend payment and the repurchasing of own shares. The reduction in the net financial debt was mainly driven by the healthy cash flow generation (free cash flow of € 200.0 million in FY 2015 vs. € 177.9 million in FY 2014), which accelerated in the fourth quarter, and was partially mitigated by the negative impact on net debt as of year-end due to the unfavourable exchange rate impact driven by the US Dollar. Net debt to EBITDA pro-forma ratio is 2.2 times as of 31 December 2015, improving vs. 2.9 times as of 31 December 2014.
With regards to events taking place after the end of 2015, it is worth mentioning that on 15 March 2016, Gruppo Campari reached an agreement with the controlling family shareholders of the French listed company Société des Produits Marnier Lapostolle S.A. (‘SPML’) to acquire control of the company. Simultaneously, the Group has entered into an agreement with SPML for the exclusive worldwide distribution of the Grand Marnier spirits portfolio.The total implied Equity Value for 100% of SPML would be € 684 million and the total implied Enterprise Value for 100% of SPML would be € 652 million. A more detailed disclosure of the acquisition was released on the deal announcement on 15 March 2016.
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 30 June 2017. 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 TUF that foresees the allocation of option rights to the directors and employees of Davide Campari-Milano S.p.A. The option rights are exercisable starting from the end of the fifth year following the date of assignment, with terms and exercise price as set in the stock option plan.
Remuneration Report. The Shareholders’ meeting approved the Remuneration Report drawn up in accordance with article 123-ter, paragraph 6, of TUF.
Board of Directors of Davide Campari-Milano S.p.A.
The new Board of Directors, in a meeting held after the Shareholders' meeting, confirmed as managing directors Bob Kunze-Concewitz, Chief Executive Officer, Paolo Marchesini, Chief Financial Officer, and Stefano Saccardi, General Counsel and Business Development Officer.
Moreover, it should be noted that newly appointed Director Francesca Tarabbo tendered her resignation to the Board of Directors. Following her resignation, the Board of Directors, pursuant to article 2386 of the Italian Civil Code and with the approval of the Board of Statutory Auditors, co-opted outgoing Director Karen Guerra. Her appointment represents a sign of appreciation to both Cedar Rock Capital, for its commitment as a significant and long-term minority shareholder, and Karen Guerra for her professionalism and demonstrated expertise during her previous mandates.
The Board of Directors verified the independent status of the above mentioned directors Giovanni Cavallini, Camilla Cionini Visani, AnnaLisa Elia Loustau, Karen Guerra, Thomas Ingelfinger and Catherine Gérardin Vautrin based on the information received by the parties concerned and available to the Company. The Board of Directors declare that they qualify as Independent Directors as defined in current norms and regulations and Borsa Italiana's Corporate Governance Code.
The Board of Statutory Auditors verified that all its members met the independent status as required by article 148, paragraph 3, of TUF and by Borsa Italiana's Corporate Governance Code, and it communicated the outcome to the Board of Directors that further assessed the existence of such independence.
Eugenio Barcellona, Camilla Cionini Visani and Thomas Ingelfinger were appointed members of the Internal Audit Commitee and the Remuneration and Appointments Committee, whilst the functions of the Supervisory Board pursuant to legislative decree no. 231 of 8 June 2001 will be accomplished by the Board of Statutory Auditors.
Mainly relating to provisions for restructuring initiatives in connection with Gruppo Averna acquisition, still wine business and Jamaican non-core businesses, and goodwill write-down resulting from still wine business restructuring (non-cash).
 Adjusted net income for one-off’s and tax effect from one-off’s and other non-recurring positive tax effect in FY 2015 and FY 2014.
 Based on 85,000 outstanding shares
 The Equity to Enterprise value bridge as of December 31, 2015 of € 32.6 million is composed by: net cash position of € 32.3 million, net pension liabilities of € (18.0) million (as of 31 December 2014) and minority interests of € (0.6) million, cash proceeds of the Tender Offer to the treasury shares of € 23.1 million, interim dividend of € (4.2) million paid on January 25, 2016