Cembre

Cembre (a STAR listed company): The Shareholders Meeting approved the 2011Financial Statements, appoints new corporate boards and resolves the distribution of a €0.16 dividend per share

27/04/2012

  • Appointment of the new Board of Directors and Board of Statutory Auditors. The number of members of the Board of Directors increases from seven to eight.
  • Shareholders' Meeting approves Section I of the Report on Remuneration
  • Board of Directors convened after the Meeting passes resolutions regarding Corporate Governance
  • In the 1st Quarter of 2012 sales record a slight contraction

 

Brescia, April 27, 2012 –The Ordinary Shareholders' Meeting of Cembre Spa – 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, 2011 and the proposed allocation of net profit, resolving the distribution of a €0.16 dividend per share (as compared with a €0.26 dividend distributed for 2010).


The ex-dividend date is May 14, 2012, while dividends will be paid out from May 17.


Parent company Cembre S.p.A. closed 2011 reporting sales of €80.6 million, up 10.7% on 2010.


Operating profit declined instead by 3.1% from €13.2 million in 2010 to €12.8 million in 2011.

 

Net profit of the parent company for 2011 amounted to €9.2 million, as compared with €9.16 million, up 0.4%, on the previous year. In 2011 the parent company received €0.9 million in dividends from foreign subsidiaries.

 

The 2011 Consolidated Financial Statements, whose highlights are shown below, were presented to the Shareholders' Meeting.

 

 

Consolidated figures
(€ ‘000)
2011 marg. % 2010 marg. % var.%
Consolidated Sales
103.028 100 93.934 100 9,7
Consolidated Gross operating profit
20.228 19,6 20.170 21,5 0,3
Consolidated Operating profit
17.291 16,8 17.379 18,5 -0,5
Consolidated Pre-tax profit
17.389 16,9 17.436 18,6

-0,3

Consolidated net profit
11.400 11,1 11.340 12,1 0,5
Consolidated net financial position
2.275   13.669    

 

Consolidated operating profit (Ebit) for 2011 amounted to €17.3 million, representing a 16% margin on sales, down 0.5% on €17.4 million in 2010, when it represented an 18.5% margin on sales.


Consolidated profit before taxes for 2011 amounted to €17.39 million, representing a 16.9% margin on sales, down on €17.44 million in 2010, when it represented an 18.6% margin on sales.


Consolidated net profit for the year amounted to €11.4 million, representing an 11.1% margin on sales, up 0.5% on 2010, when it amounted to €11 million and represented a 12.1% margin on sales.


The net financial position declined from a surplus of €13.7 million at December 31, 2010 to a surplus of €2.3 million at the end of December 2011 as a result of the strong capital expenditure made in the year, amounting to €16.6 million.


"Cembre closed the 1st Quarter of 2011 reporting a decline in consolidated turnover of about 2.5% resulting from a 18.2% decline in domestic sales and a parallel 10.9% increase in exports. The Group has a solid financial position, with a surplus of about €1.2 million at March 31, 2012, and despite the persistence of negative market conditions is looking at the future with confidence thanks also to its financial solidity" commented Cembre's Chairman and Managing Director, Giovanni Rosani.


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 58/1998 and 84-quarter of Consob Regulation no. 11971/1999, and in compliance with Attachment 3A, Tables 7-bis and 7-ter of said regulation.

 

Appointment of the Board of Directors and of the Board of Statutory 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 2012-2014. As a result of the voting on the two lists of candidates submitted, the following, chosen from the most voted list, were appointed directors Giovanni Rosani, Anna Maria Onofri, Sara Rosani, Giovanni De Vecchi, Aldo Bottini Bongrani, Fabio Fada (independent) and Giancarlo Maccarini (independent). Director Renzo Torchiani (independent) was appointed from the minority list of candidates submitted by shareholders First Capital S.p.A. and Equilybra Capital Partners S.p.A. To the knowledge of the Company, appointed directors hold shares in the Company as specified below:

 

  • Giovanni Rosani: 800,000 shares;
  • Anna Maria Onofri: 1,420,096 shares;
  • Sara Rosani: 820,000 shares;
  • Aldo Bottini Bongrani: 360,000 shares;
  • Giovanni de Vecchi: 280,000 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 2012-2014. Permanent Auditors are Fabio Longhi
(Chairman), appointed from the minority list of candidates submitted by shareholders First Capital S.p.A. and Equilybra Capital Partners S.p.A., Guido Astori and Andrea Boreatti, appointed from the majority list submitted by shareholder Lysne S.p.A. Maria Grazia Lizzini was appointed Substitute Auditor from the majority list submitted by shareholder Lysne S.p.A., while Gabriele Baschetti was appointed Substitute Auditor from the minority list of candidates submitted by shareholders First Capital S.p.A. and Equilybra Capital Partners S.p.A.

 

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 major companies in the 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.
Established in Brescia in 1969, the Cembre Group is now a full-fledged international force. Along with the parent company in Brescia it has seven subsidiaries: five trading companies (in Germany, France, Spain, the United States and Norway) and two manufacturing and trading subsidiaries (Cembre Ltd. in Birmingham, U.K. and General Marking S.r.l. in Bergamo), for a total workforce of 548 as of December 2010. 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. In 2008 Cembre obtained an environmental audit certification.
Cembre has been listed on the Italian Stock Exchange since December 15, 1997, and on the STAR section since September 24, 2001.

 

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

 

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 CESR/05-178b recommendation published on November 3, 2005:

 

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 achieved before amortization, financial flows and taxes.
Operating Profit (EBIT): defined as the difference between the Gross Operating Profit and the value of depreciation, amortization and write-downs. It represents the profit before financial flows and taxes.
Net Financial Position: it represents the algebraic sum of cash and cash equivalents, financial receivables and current and non-current financial debt.

 

At the date of the present press release the auditing of the 2009 financial statements has not yet been completed

 

Contact:

Ferruccio Peroni (Peroni e Vitale comunicazioni)

Mob. 335/6974871

f.peroni@peronicomunicazione.it

 


For further information please contact Mr. Claudio Bornati

Cembre S.p.A. - Tel. +3903036921 - claudio.bornati@cembre.com

 

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