Cembre

The Shareholders Meeting approved the 2017 Financial Statements and appointed new Boards

Cembre (a STAR listed company): distribution of a €0.80 dividend per share

26/04/2018

(Brescia, 26th April 2018, h 01:57 pm)
  • Consolidated sales grow (up 8.4%) in the 1st Quarter of 2018
  • Net consolidated financial position at March 31, 2018 equal to a surplus of €18.5 million
  • Appointment of Board of Directors and Board of Statutory Auditors
  • Appointment of Ernest & Young S.p.A. as Independent Auditors
  • The Shareholders’ Meeting authorizes the purchase of own shares 
  • Approval of Section I of the Report on Remuneration
  • Board Meeting held after the Shareholders’ Meeting passes resolutions regarding Corporate Governance

 

Brescia, April 26, 2018 – The Ordinary Shareholders’ Meeting of Cembre S.p.A. – a STAR segment listed company and one of the largest European producers of electrical connectors and tools for their installation – held today at 9:30am and chaired by Giovanni Rosani, approved the Statutory Accounts of Cembre S.p.A. at December 31, 2016 and the proposed allocation of net profit, resolving the distribution of a €0.80 dividend per share (up 14.3% on the €0.70 dividend distributed for 2016).

The ex-dividend date is May 7, 2018, the record date is May 8, 2018, while dividends will be paid out from May 9, 2018.

Parent company Cembre S.p.A. closed 2017 reporting sales of €103.5 million, up 9.3% on 2016. Gross operating profit grew by 9.8% from €24.5 million in 2016 to €26.9 million in 2016.

Net operating profit grew by 9.6% to €21.2 million, up from €19.4 million in 2016.

Net profit of the parent company for 2017 amounted to €24.4 million, up 53.4% on €15.9 in the previous year. Net profit of the parent company benefited from a €3.9 million non-recurrent gain on the application of the Patent Box tax regime in fiscal years 2015-2017. Net of said tax benefit, net profit would have amounted to €20.5 million, representing a 28.9% increase on 2016.

In 2017 the parent company received €5.3 million in dividends from foreign subsidiaries while in the previous year these had amounted to €2.3 million.

 

The 2017 Consolidated Financial Statements, whose highlights are shown below, were presented to the Shareholders’ Meeting.

 

 

(€’000)

2017

%

margin

2016

%

margin

change

Consolidated sales

132,637

100

122,605

100

8.2%

Consolidated gross operating profit

33,434

25.2

30,025

24,5

11.4%

Consolidated operating profit

27,036

20.4

24,095

19,7

12.2%

Consolidated pre-tax profit

26,575

20.0

24,059

19,6

10.5%

Consolidated net profit

22,727

17.1

16,927

13,8

34.3%

Consolidated net financial position

20,232

 

26,666

 

 

 

In 2017, consolidated revenues amounted to €132.6 million, up 8.2% on €122.6 million in 2016.

Consolidated gross operating profit amounted in 2017 to €33.4 million, representing a 25.2% margin on sales, up 11.4% on €30.0 million in 2016, when it represented a 24.5% margin on sales. The cost of goods sold as a percentage of sales was in line with the previous year while the cost of services as a percentage of sales grew by half a percentage point. Personnel costs as a percentage of sales declined slightly despite the increase in the average number of employees from 672 (including 50 employees on short-term contracts) in 2016 to 689 (including 39 employees on short-term contracts) in 2017.

Consolidated operating profit for 2017 amounted to €27.0 million, representing a 20.4% margin on sales, up 12.2% on €24.1 million in 2016, when it represented a 19.7% margin on sales.

Consolidated profit before taxes amounted in 2017 to €26.6 million, representing a 20.0% margin on sales, up 10.5% on €24.1 million in 2016, when it represented a 19.6% margin on sales.

Consolidated net profit for the year amounted to €22.7 million, representing a 17.1% margin on sales, up 34.3% on 2016, when it amounted to €16.9 million and represented a 13.8% margin on sales. Consolidated net profit benefited from a €3.9 million non-recurrent gain on the application of the Patent Box tax regime in fiscal years 2015-2017. Net of said tax benefit, consolidated net profit would have amounted to €18.8 million, representing 14.2% of consolidated sales and an 11.2% increase on 2016.

The net financial position declined from a surplus of €26.7 million at December 31, 2016 to a surplus of €20.2 million at the end of December 2017.

 

“Turnover and net profit were all at historical highs and gross operating margin was equal to 25.2% of sales. Consolidated turnover of the Cembre Group grew 8.4% in the 1st Quarter of 2018, up both in Italy and abroad. We believe that in 2018 the Cembre Group will report an increase in revenues and margins over 2017. The consolidated financial position at March 31, 2018 was equal to a surplus of about €18.5 million” – commented Managing Director Giovanni Rosani.

 

Appointment of the Board of Directors, Board of Statutory Auditors and Independent Auditors

The Shareholders’ Meeting appointed the new Board of Directors, made up by 8 members, whose term expired, for a new three-year term for financial years 2018-2020. Directors appointed were Giovanni Rosani, Anna Maria Onofri, Sara Rosani, Aldo Bottini Bongrani, Felice Albertazzi, Franco Celli, Paola Carrara (independent) and Fabio Fada (independent), all drawn from the list submitted by majority shareholder Lysne S.p.A. as no other list was submitted.

 

To the knowledge of the Company, appointed directors hold shares in the Company as specified below:

  • Giovanni Rosani, directly: 1,450,000 shares;
  • Anna Maria Onofri, directly: 120,096 shares;
  • Sara Rosani, directly: 1,470,000 shares;
  • Aldo Bottini Bongrani, directly: 240,000 shares;
  • Franco Celli, directly: 3,000 shares, and indirectly 1,000 shares;
  • Fabio Fada, indirectly: 4,700 shares.

 

The Shareholders’ Meeting also appointed the new Board of Statutory Auditors, whose term expired, for a new three-year term for financial years 2018-2020. Permanent Auditors are Fabio Longhi (Chairman), Riccardo Astori and Rosanna Angela Pilenga, all appointed from the majority list submitted by shareholder Lysne S.p.A. as no other list was submitted.

Maria Grazia Lizzini and Rosella Colleoni were appointed Substitute Auditors.

 

Curriculum vitae of all Directors and Auditors are available for consultation on the Investor Relations section of the www.cembre.com Internet site.

 

The Shareholders’ Meeting also set at €12,000 the annual compensation of each Director for years 2018-2020 in addition to an attendance fee of €100 per person for board meetings, attributing to the Board of Directors, having heard the opinion of the Board of Statutory Auditors, the responsibility to set additional compensation for individual Directors holding particular positions and for participation in committees.

 

The Shareholders’ Meeting also resolved to appoint Independent Auditors Ernst & Young S.p.A. to audit the accounts of the Company for years 2018-2026.

 

 

Shareholders’ Meeting resolves to authorize the purchase of own shares

The Shareholders’ Meeting resolved to authorize – after revoking the previous authorization granted by the same on April 20, 2017, for the part not executed – the purchase of own shares with the end of providing the Company with strategic investment opportunities to any end allowed by current regulations, including those contemplated in article 5 of EU Regulation no. 596/2014 (Market Abuse Regulation, MAR and in the procedures contemplated under article 13, MAR.

The authorization to purchase own shares was granted for a period of 18 months from the date of the Shareholders’ Meeting and is intended for the purchase of Cembre ordinary shares of par value €0.52, up to a the maximum limit established by current regulations for a consideration that shall not exceed the higher between the price at which the last independent transaction was concluded and the last independent bid price in the market in which the purchase is carried out. For any single purchase, such price per share shall in any case not be more than 20% lower or higher than the closing price registered by Cembre shares on the previous trading day.

The authorization to sell own shares is granted without a time limit.

At the date of the present press release, Cembre holds 284,657 own shares, representing 1.67% of the capital stock of the Company.

 

 

Approval of Section I of the Report on Remuneration

The Shareholders’ Meeting approved, with a non-binding vote, Section I of the Report on Remuneration prepared pursuant to article 123-ter of Legislative Decree no.58/1998 and 84-quater of Consob Regulation no. 11971/1999, and in compliance with Attachment 3A, Tables 7-bis and 7-ter of the same Regulation.

 

Board of Directors Meeting and related resolutions regarding the Corporate Governance

 

The Board of Directors at today’s meeting appointed as its Chairman and Managing Director Giovanni Rosani and as Vice president Anna Maria Onofri, conferring to them the related powers.

 

The Board also adopted resolutions regarding the Corporate Governance of the Company.

 

In particular, the Board, having acknowledged the reports of directors Paola Carrara and Fabio Fada, and keeping into account information at its disposal, ascertained the existence of requisites for independence – pursuant to article 148, comma 3, of Legislative Decree 58/1998, as referred by article 147-ter, comma 4 of Legislative Decree 58/1998 and article 3 of the Code of Conduct promoted by Borsa Italiana S.p.A. – of directors Paola Carrara and Fabio Fada. In this regard it is acknowledged that in the case of auditor Fabio Fada the Board of Directors has deemed it appropriate to wave the application of the criterion established in paragraph 3.C.1, letter e) of the Code of Conduct – the criterion that states that the a person that has a position for more than nine out of the last twelve years may not be considered as independent – deeming in the interest of the Company to continue to take advantage of the strong professional experience of this person and therefore preferring a concrete approach in evaluating the composition of the Board of Statutory Auditors and of internal committees.

 

The Board, moreover, having acknowledged the reports of auditors Fabio Longhi, Andrea Boreatti and Rosanna Angela Pilenga and keeping into account information at its disposal, ascertained, to the extent to which it may be useful and with no prejudice to the verifications for which the Board of Statutory Auditors is responsible in this regard, the existence of the same requisites of independence of said auditors pursuant to article 148, comma 3, of Legislative Decree 58/1998 and article 3 of the Code of Conduct.

 

The position of lead independent auditor will be covered by Fabio Fada, Public Accountant and Independent Auditor.

 

Keeping into account said verification of the existence of independence requirements and the size of the Board of Directors appointed by the Shareholders’ Meeting just held, the Board also created among itself committees comprising two independent directors, and namely the Internal Control and Risk Management Committee comprising directors Fabio Fada (Chairman) and Paola Carrara, and an Appointments and Remuneration Committee comprising directors Fabio Fada (Chairman) and Paola Carrara.

 

The Board confirmed the Chairman and Managing Director Giovanni Rosani as “Director in Charge of Internal Control and Risk Management”.

 

Finally, the Board appointed independent directors Fabio Fada (acting as Chairman), Paola Carrara and Elena Morelli (Director of Internal Audit) as members of the Monitoring Board as per Law 231/2001.

 

                                                                             * * * *

Further information on the above resolutions are contained in the related reports issued by the Board of Directors and the minutes of the Shareholders’ Meeting that will be deposited within the legal term at the Company’s Registered Office and published on its institutional Internet site www.cembre.it in the Investor Relations – Shareholders’ Meetings section.

 

                                                                             * * * *

Cembre designs, manufactures and distributes electrical connectors and cable accessories. It enjoys a leadership position in Italy and significant market shares in the rest of Europe. It is also the world's largest producer of connector installation tools (mechanical, pneumatic and hydraulic) and tools for cable shearing. The products it has developed for connection to the rail and for other railway applications are used by the main companies in this sector round the world. Cembre owes its success to an insistence on innovative, high-quality products, a broad and thorough collection, and an extensive distribution network both in Italy and abroad.

Founded in Brescia in 1969, the Cembre Group is now a full-fledged international force. Along with the parent company in Brescia it has five subsidiaries: four trading companies (in Germany, France, Spain and the United States) and one manufacturing and trading subsidiary (Cembre Ltd., in Birmingham, U.K.), for a total workforce of 710 as of December 2017. Since 1990 its products have been certified by Lloyd's Register Quality Assurance for the design and production of accessories for cables, electrical connectors and tools for their installation.

Cembre has been listed on the Italian Stock Exchange since December 15, 1997, and on the STAR section since September 24, 2001.

 

 

Contacts:

Claudio Bornati (Cembre S.p.A. )  +39 030 36921    claudio.bornati@cembre.com

 

Further information is available at Cembre’s institutional website www.cembre.com in the Investor Relations section.

 

The manager responsible for preparing the Company’s financial reports, Claudio Bornati, declares, pursuant to paragraph 2 of Article 154 bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the document results, books and accounting records.

 

Consolidated Financial Statements and statutory accounts of parent company Cembre S.p.A. at December 31, 2017 are enclosed.

 

In the present press release use is made of certain alternative performance indicators that are not envisaged in IFRS-EU accounting principles, and whose significance and content are illustrated below, in line with the ESMA/2015/1415 recommendation published on October 5, 2015:

 

Gross operating profit (EBITDA): defined as the difference between sales revenues and costs for materials, of services received, and the net balance of operating income and charges. It represents the profit before depreciation, amortization and write-downs, cash flow from financial activities and taxes.

Operating profit (EBIT): defined as the difference between Gross operating profit and the value of depreciation, amortization and write-downs. It represents the profit achieved before financial activities and taxes.

Net financial position: represents the algebraic sum of cash and cash equivalents, financial receivables and current and non-current financial debt.

 

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