Shareholders’ Meeting approves the 2018 financial statements
The General Shareholders’ Meeting of Buzzi Unicem SpA met in Casale Monferrato on 9 May 2019 to approve the financial statements for the year ended 31 December 2018.
The Shareholders’ Meeting approved the financial statements for the year ended 31 December 2018 and resolved to distribute a dividend of €0.125 per ordinary share and of €0.149 per savings share.
The dividend payment will be effected as from 22 May 2019, with detachment on 20 May 2019 of coupon no. 21 for ordinary shares and coupon no. 22 for savings shares, and with record date on 21 May 2019.
Consolidated net sales came in at €2,873.5 million vs. €2,806.2 million in 2017 (+2.4%) and Ebitda stood at €577.2 million (€508.2 million in 2017). The income statement reported a consolidated net profit of €382.1 million vs. a profit of €391.6 million in 2017. As at 31 December 2018, net debt amounted to €890.5 million, up €28.0 million from €862.5 million at 2017 year-end. As at 31 December, 2018, total equity, inclusive of non-controlling interests, stood at €3,143.6 million vs. €2,852.1 million at 2017 year-end. Consequently debt/equity ratio decreased to 0.28 from 0.30 in the previous year.
In 2017 the parent company Buzzi Unicem SpA reported a net profit of €97.9 million versus a net profit of €50.8 million in 2017, with a cash flow of €138.7 million.
Moreover the Shareholders’ Meeting resolved to authorize the Board of Directors, for a length of 18 months, to buy-back a maximum of additional no. 7,000,000 ordinary and/or savings shares, under the terms and conditions of the Board of Directors’ proposal, up to a maximum amount of €200 million.
The proposed purchase price, inclusive of ancillary charges, ranges from a minimum of €0.60, equal to par value, to a maximum of no more than 10% compared to the reference price of the ordinary share or savings shares recorded in the stock market session of the day before the completion of each individual transaction.
The treasury shares can be purchased on the market, according to Borsa Italiana rules. Moreover the company can avail itself also of the procedure provided by possible market rules approved by Consob, as well as of those pursuant to art. 5 of Regulation (EU) no. 596/2014.
The above authorization is required to allow the company to intervene in case of fluctuation of the shares price beyond the normal market volatility, within the extent allowed by the law and the market rules, as well as to give the company an instrument for liquidity investment. The authorization is also required to allow the company to purchase treasury shares in order to use them as a payment in extraordinary transactions, also of equity interest swap or of conversion of bonds already issued or of possible future issuance, or for distribution, for a consideration or without consideration, to directors and employees of the company or its subsidiaries as well as for allocation to shareholders without consideration.
The previous authorization of the ordinary Shareholders’ Meeting of 10 May 2018 was completely used with the purchase of no. 7,000,000 ordinary shares. Based on the same authorization, on 30 April 2019 no. 1,582,632 ordinary treasury shares were delivered to the bondholders of the “Buzzi Unicem €220.000.000 1,375% Equity-Linked Bonds due 2019”.
As of today the company owns no. 5,467,368 ordinary treasury shares and no. 29,290 savings treasury shares equal to 2.67% of capital stock.
Following further conversion requests of the above mentioned bond, on 15 May 2019 no. 4,097,325 ordinary treasury shares will be delivered based on the resolution which has been adopted today by the shareholders’ meeting.
Moreover the Shareholders’ Meeting appointed, upon proposal of a group of Italian and foreign institutional investors, as a director Mario Paterlini, who meets the independence criteria required by Legislative Decree no. 58/1998 and by the Code of Conduct of Borsa Italiana.
The director’s curriculum is available on the company’s website www.buzziunicem.com.
Finally, the Shareholders’ Meeting resolved
- to integrate the fee payable to the independent auditor of Buzzi Unicem SpA for the year ended 31 December 2018 with an amount of €16,000.00, following the additional works which were necessary for the application of the IFRS 16 accounting standard;
- favorably upon the report on remuneration ex art. 123 ter of Legislative Decree no. 58/1998.
The manager responsible for preparing the company’s financial reports, Silvio Picca, 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.
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