Cembre

The Shareholders Meeting approved the 2015 Financial Statements

Cembre (a STAR listed company): distribution of a €0.46 dividend per share

21/04/2016

  • Section I of the Report on Remuneration was approved
  • A resolution to authorize the purchase of own shares was passed
  • The Board of Directors held after the Meeting resolved the start of the program for the purchase of own shares
  • Consolidated sales declined slightly (-1.8%) in the 1st Quarter of 2016
  • The consolidated net financial position at March 31, 2016 amounted to a surplus of €19.2 million

Brescia, April 21, 2016 – 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, 2015 and the proposed allocation of net profit, resolving the distribution of a €0.46 dividend per share (up 28% on the €0.36 dividend distributed for 2014).
The ex-dividend date is May 16, 2016, the date at which dividends are recorded as payable is May 17, 2016, while dividends will be paid out from May 18, 2016.
Parent company Cembre S.p.A. closed 2015 reporting sales of €92.6 million, up 9.1% on 2014. Gross operating profit grew by 21.3% from €19.2 million in 2014 to €23.3 million in 2015.
Net operating profit grew by 22.6% to €18.5 million, up from €15.1 million in 2014.
Net profit of the parent company for 2015 amounted to €14.4 million, up 18.3% on €12.2 in the previous year. In 2015 the parent company received €1.7 million in dividends from foreign subsidiaries while in the previous year these had amounted to €1.9 million.

The 2015 Consolidated Financial Statements, whose highlights are shown below, were presented to the Shareholders’ Meeting.

 

 

(€’000)

2015

%

margin

2014

%

margin

change

Consolidated sales

121,377

100

112,905

100

7.5%

Consolidated gross operating profit

28,537

23.5

24,352

21.6

17.2%

Consolidated operating profit

22,836

18.8

19,433

17.2

17.5%

Consolidated pre-tax profit

22,878

18.8

19,702

17.5

16.1%

Consolidated net profit

15,933

13.1

13,542

12.0

17.7%

Consolidated net financial position

17,802

 

11,659

 

 

 

In 2015, consolidated revenues amounted to €121.4 million, up 7.5% on €112.9 million in 2014.
Consolidated gross operating profit (Ebitda) for 2015 amounted to €28.5 million, representing a 23.5% margin on sales, up 17.2% on €24.4 million in 2014, when it represented a 21.6% margin on sales. Cost of goods sold as a percentage of sales declined from 35.6% in 2014 to 34.3%. The cost of services as a percentage of sales also declined slightly despite the increase in the average number of employees from 618 in 2014 to 626 in 2015.
Consolidated operating profit (Ebit) for 2015 amounted to €22.8 million, representing an 18.8% margin on sales, up 17.5% on €19.4 million in 2014, when it represented a 17.2% margin on sales.
Consolidated profit before taxes for 2015 amounted to €22.9 million, representing an 18.8% margin on sales, up on €19.7 million in 2014, when it represented a 17.5% margin on sales.
Consolidated net profit for the year amounted to €15.9 million, representing a 13.1% margin on sales, up 17.7% on 2014, when it amounted to €13.5 million and represented a 12.0% margin on sales.
The net financial position improved from a surplus of €11.7 million at December 31, 2014 to a surplus of €17.8 million at the end of December 2015.

“We are satisfied with results achieved in 2015. Turnover, operating profit and net profit were all at historical highs. In the 1st Quarter of 2016, consolidated revenues declined slightly (down 1.8%) but we expect turnover for 2016 to grow slightly on 2015. The Group’s financial position amounted at March 31, 2016 to a surplus of €19.2 million” commented Cembre’s 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 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.

 

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 23, 2015, 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 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, in addition to currently applicable norms regarding “market abuse”.
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 does not hold any of its shares.

 

The Board of Directors resolves to authorize the purchase of own shares


The Board of Directors held on the present date after the Shareholders’ Meeting resolved the start of a program for the purchase of own shares that represents a useful strategic investment opportunity 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, in addition to currently applicable norms regarding “market abuse”, having the following characteristics, in compliance with resolutions of the Shareholders’ Meeting:

  • the purchase of Cembre ordinary shares of par value €0.52 must not exceed 5% of the capital stock of the company, or 850,000 ordinary Cembre shares, for a maximum consideration of €5 million;
  • transactions must be carried out through a market purchase pursuant to article 144-bis, paragraph 1, letter b), of Consob Regulation 11971/1999 and other applicable regulations, so as to allow compliance with article 132 of Legislative Decree no. 58/1998 on equal treatment of shareholders;
  • the consideration for the purchases of own shares 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, and provided that, 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;
  • trading volumes shall not exceed 25% of the average daily volume of Cembre shares traded on the regulated market in which the purchase is made, calculated in accordance with parameters included in the “market practices” admitted by Consob pursuant to article 180, paragraph 1, letter c) of TUF with Resolution no. 16839 of March 19, 2009, EU Regulation no. 2273/2003 of December 22, 2003 and currently applicable norms regarding “market abuse”;
  • the purchase program may be implemented within 18 months of the present Shareholders’ Meeting resolution.

At the present date, Cembre does not hold any of its own shares.

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 633 as of December 2015. 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.

Contact:

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, 2015 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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