Cembre

The Shareholders Meeting approved the 2014 Financial Statements and appointed new Company Boards

Cembre (a STAR listed company): distribution of a €0.36 dividend per share

23/04/2015

  • Consolidated sales grow by 12.2% in the 1st Quarter of 2015
  • The consolidated net financial position at March 31, 2015 amounted to a surplus of €13.8 million
  • Section I of the Report on Remuneration was approved
  • The Board of Directors and Board of Statutory Auditors were appointed
  • A resolution to authorize the purchase of own shares was passed
  • The Board of Directors held after the Meeting passes resolutions on Corporate Governance

Brescia, April 23, 2015 – 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, 2014 and the proposed allocation of net profit, resolving the distribution of a €0.36 dividend per share (up 38.5% on the €0.26 dividend distributed for 2014).
The ex-dividend date is May 18, 2015, the date at which dividends are recorded as payable is May 19, 2015, while dividends will be paid out from May 20, 2015.
Parent company Cembre S.p.A. closed 2014 reporting sales of €84.9 million, up 8.7% on 2013.
Gross operating profit, amounted to €19.2 million, up 35.3% on 2013, when it amounted to €14.2 million.
Operating profit grew by 45.9% from €10.3 million in 2013 to €15.1 million in 2014.
Net profit of the parent company for 2014 amounted to €12.2 million, as compared with €8.7 million, up 40.6%, on the previous year. In 2014 the parent company received €1.9 million in dividends from foreign subsidiaries while in the previous year these had amounted to €2.1 million.

The 2014 Consolidated Financial Statements, whose highlights are shown below, were presented to the Shareholders’ Meeting.

 

 

(€’000)

2014

%

margin

2013

%

margin

change

Consolidated sales

112,905

100

104,547

100

8.0%

Consolidated gross operating profit

24,352

21.6

20,407

19.5

19.3%

Consolidated operating profit

19,433

17.2

15,838

15.1

22.7%

Consolidated pre-tax profit

19,702

17.5

15,585

14.9

26.4%

Consolidated net profit

13,542

12.0

10,503

10.0

28.9%

Consolidated net financial position

11,659

 

5,892

 

 

 

In 2014, consolidated revenues amounted to €112.9 million, up 8% on €104.5 million in 2013.
Consolidated gross operating profit amounted in 2014 to €24.4 million, representing a 21.6% margin on sales, up 19.3% on €20.4 million in 2013, when it represented a 19.5% margin on sales. The cost of goods sold as a percentage of sales declined slightly, as did the cost of services as a percentage of sales. Personnel costs as a percentage of sales also declined, despite the slight growth in the average number of employees from 612 in 2013 to 618 in 2014.
Consolidated operating profit (Ebit) for 2014 amounted to €19.4 million, representing a 17.2% margin on sales, up 22.7% on €15.8 million in 2013, when it represented a 15.1% margin on sales.
Consolidated profit before taxes
 for 2014 amounted to €19.7 million, representing a 17.5% margin on sales, up on €15.6 million in 2013, when it represented a 14.9% margin on sales.
Consolidated net profit for the year amounted to €13.5 million, representing a 12% margin on sales, up 28.9% on 2013, when it amounted to €10.5 million and represented a 10% margin on sales.
The net financial position improved from a surplus of 5.9 million at December 31, 2013 to a surplus of €11.7 million at the end of December 2014.

“We are particularly satisfied with the growth in margins achieved in 2014 that have outperformed the increase in sales due primarily to investments made in plant and equipment and automation amounting in the past five years to over €50 million. Both sales and net profit were the highest in the history of the Cembre Group. Sales grew in fact both domestically (sales up 16.3%) and abroad (exports up 9.9%). The Group has a solid net financial position amounting at March 31, 2015 to a surplus of €13.8 million” commented Cembre’s Managing Director, Giovanni Rosani.

Approval of Section I of the Report on Remuneration
The Extraordinary 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.

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 2015-2017. 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 Paolo La Pietra (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:

  1. - Giovanni Rosani, directly: 800,000 shares;
  2. - Anna Maria Onofri, directly: 1,420,096 shares;
  3. - Sara Rosani, directly: 820,000 shares;
  4. - Aldo Bottini Bongrani, directly: 360,000 shares;
  5. - Giovanni de Vecchi, directly: 280,000 shares;
  6. - 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 2015-2017. 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., Andrea Boreatti and Rosanna Angela Pilenga, 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.

To the knowledge of the Company, auditor Andrea Boreatti owns directly 1,500 shares of Cembre S.p.A.

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 €8,000 the annual compensation of each Director for years 2015-2017 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.

Shareholders’ Meeting resolves to authorize the purchase of own shares
The Shareholders’ Meeting resolved to authorize the purchase of own shares with the end of providing the Company with strategic investment opportunities to any end allowed by current regulations, including reasons contemplated in the “market practices” admitted by Consob pursuant to article 180, comma 1, letter c) of the Unified Finance Act (Testo Unico della Finanza) through Resolution no. 16839 of March 19, 2009 and by EU Regulation no. 2273/2003 of December 22, 2003.
The authorization to purchase own shares was granted for a period of 18 months from the date of the Extraordinary 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 does not hold any of its shares.

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 Giancarlo Maccarini, Fabio Fada and Paolo La Pietra, 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 Giancarlo Maccarini, Fabio Fada and Paolo La Pietra.

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, the existence of the same requisites of 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 the same auditors. In this regard it is acknowledged that in the case of auditors Astori and Boreatti 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 is, 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 these persons and therefore preferring a concrete approach in evaluating the composition of the Board of Statutory Auditors, with no prejudice to the verifications for which the Board of Statutory Auditors is responsible with regards to its own composition.

The position of lead independent auditor will be covered by Fabio Fada, Public Accountant and Professor since 2004 of “Balance Sheet Analysis and International Accounting Principles” at the Economics Department of the University of Brescia.

The Board also created among itself an Internal Controland Risk Management Committee comprising directors Fabio Fada (Chairman), Giancarlo Maccarini and Giovanni De Vecchi, and a Remuneration Committee comprising directors Fabio Fada (Chairman), Giancarlo Maccarini and Giovanni De Vecchi.

The Board has lastly appointed a Committee for Related Parties Dealing comprising directors Fabio Fada (Chairman), Giancarlo Maccarini and Giovanni De Vecchi.

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 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 one manufacturing and trading subsidiary (Cembre Ltd. in Birmingham, U.K.), for a total workforce of 614 as of December 2014. 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.

 

 

Contacts:
Ferruccio Peroni (Ferruccio Peroni Comunicazione) Mob. +39 335 6974871 f.peroni@peronicomunicazione.it
Claudio Bornati (Cembre S.p.A.) +39 030 36921    BornatiC@cembre.com

For further information please visit the Investor Relation section in the www.cembre.com site.

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 SpA at December 31, 2013 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 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 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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