Davide Campari - Milano S.p.A: ordinary and extraordinary shareholders' meeting
10 : 1 stock split approved: ten new shares will be issued in replacement of each outstanding share
Dividend of € 0.10 per share following the stock split approved (+13.6%)
The Shareholders’ meeting of Davide Campari-Milano S.p.A. today approved the company’s 2004 results.
The extraordinary Shareholders’ meeting approved the stock split of the 29,040,000 shares with a nominal value of € 1.00 each currently making up the Group’s share capital, via the issue of ten new shares with a nominal value of € 0.10 each for each existing share. The new shares qualify for dividends from 1 January 2004, and the current fully paid up share capital of € 29,040,000 (which remains unchanged) is subsequently divided into 290,400,000 shares. The resolution will be entered in the Milan Trade Register on 5
May 2005 and the stock split will be effective from 9 May 2005.
The meeting approved a dividend of € 0.10 per share following the stock split (this is an increase of 13.6% on last year’s dividend of € 0.088 on a adjusted basis), with the detachment of coupon no. 1 on 9 May 2005 and payable as of 12 May 2005.
2004 CONSOLIDATED RESULTS
As indicated on 21 March, the consolidated results for 2004 showed strong growth in sales and at all levels of operating profitability, thanks to the consolidation of the newly-acquired Barbero 1891 and to a good performance from the Group’s existing business, despite the impact of negative exchange rate movements.
In 2004, Group sales totalled € 779.2 million, an increase of 9.1% (+11.9% at constant exchange rates). Organic growth was 3.8%, while exchange rate movements had a negative effect of 2.8%, mainly because of the fall in value of the US dollar. External growth of 8.2% was due almost entirely to the newly-acquired Barbero 1891.
Trading profit increased by 13.5% to € 219.1 million (+17.0% at constant exchange rates), or 28.1% of sales.
EBITDA rose by 8.5% (+12.1% at constant exchange rates) to € 183.6 million, or 23.6% of sales.
EBITA increased by 9.5% (+13.3% at constant exchange rates) to € 164.9 million, or 21.2% of sales.
EBIT went up by 6.2% (+11.0% at constant exchange rates) to € 129.8 million, or 16.7% of sales.
Profit before taxes and minority interests was € 123.2 million, a fall of 10.8% (-6.8% at constant exchange rates). This was due entirely to the significant drop in extraordinary income, which in 2003 included the capital gain resulting from the sale of the building in Via Filippo Turati, Milan, for € 33.7 million.
Net profit attributable to the Group was € 69.3 million, a fall of 13.2% (-9.5% at constant exchange rates). However, the net profit adjusted for exceptional income, with particular reference to the capital gain mentioned above, and the associated taxes, was € 67.8 million (+5.1%).
Group shareholders’ equity was € 596.0 million at 31 December 2004.
At 31 December 2004, net financial debt was € 228.7 million (€ 297.1 million at 31 December 2003). The debt to equity ratio at 31 December 2004 was 38.4%.
EVENTS TAKING PLACE AFTER THE END OF 2004
Purchase of a minority stake in Skyy Spirits, LLC. On 25 February 2005, the Campari Group acquired a further 30.1% shareholding in Skyy Spirits, LLC via the exercise of a call option, under the terms agreed in January 2002 when Campari bought a majority shareholding in the company. The payment of US$ 156.6 million (equivalent to around € 118 million at the exchange rate on the date of the transaction) was made in cash. The acquisition was financed partly using own funds and partly via bank debt.
New initiatives in the US ultra premium spirit segment. On 31 March 2005, the Campari Group announced the launch of SKYY90, the first modern luxury vodka, thereby entering the ultra premium category, an extremely dynamic segment of the key vodka market. On the same date, Campari was awarded the US distribution rights starting from April 2005 for Martin Miller’s ultra premium gin, a brand owned by the UK-based Reformed Spirits Company Ltd. An agreement signed between Reformed Spirits Company Ltd. and Davide Campari-Milano S.p.A. grants the Group an option to acquire the Martin Miller’s brand. The two new commercial initiatives on the US spirits market are aimed at strengthening the Group’s presence in the ultra premium category, the high-end spirits segment. Both initiatives are being carried out through Skyy Spirits, LLC.
New Italian distribution rights. On 4 April 2005, Campari was awarded the Italian distribution rights for the spirit portfolio of the US-based company Brown-Forman, one of the largest industry players worldwide. The agreement will be effective from 1 May 2005.
Own shares. The Shareholders’ meeting authorised the purchase and/or sale of own shares, mainly to be used in the Group’s stock option plans, to the Board of Directors. The authorisation concerns the purchase and/or sale of a total number of shares, including existing own shares, up to 10% of the share capital. As of today, the company has own shares corresponding to 3.22% of the share capital. The authorisation remains valid until 30 June 2006. The corresponding minimum and maximum purchase and/or sale price will be determined at a unit price which, as regards the said price range, shall not be less than 25% and shall not exceed 25% than the average reference price determined by the three Stock Market sessions prior to each single transaction.