Shareholders' Meeting approves financial statements 2012
The General Shareholders’ Meeting of Buzzi Unicem SpA met in Casale Monferrato on May 10, 2013 to approve the financial statements for the year ended December 31, 2012.
The Shareholders’ Meeting resolved the distribution, partially out of reserves available, of a dividend of €0.05 euro per ordinary share and €0.104 per savings share (of which €0.03 as total allocation to savings shares of the preferential dividend relating to the year 2011).
The dividend will be payable as from May 23, 2013, with detachment on May 20, 2013 of coupon no. 15 for ordinary shares and coupon no. 16 for savings shares and record date on May 22, 2013.
Consolidated net sales came in at €2,813.4 million vs. €2,787.4 million in 2011 (+0.9%) and Ebitda stood at €455.1 million (€434.3 million in 2011). The income statement reported a consolidated loss of €28.5 million vs. a net profit of €27.1 million in 2011. As at December 31, 2012, net debt amounted to €1,124.9 million, down €18.1 million from €1,143.1 million at 2011 year-end. At the same date, total equity, inclusive of non-controlling interests, stood at €2,602.6 million from €2,786.9 million at 2011 year-end. Consequently debt/equity ratio increased to 0.43 from 0.41 in the previous year.
In 2012 the parent company Buzzi Unicem SpA reported a net profit of €10.5 million from a loss of €5.7 million in 2011, with cash flow at €42.6 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. 4,000,000 ordinary and/or savings shares, under the terms and conditions of the Board of Directors’ proposal, up to a maximum amount of €64 million. The proposed purchase price, inclusive of ancillary charges, ranges from a minimum of €0.60, equal to par value, to a maximum of €8 for savings shares and of €16 for ordinary shares, or at the highest price allowed by the market general rules approved by Consob by resolution no. 16839 of March 19, 2009, in case these rules were adopted by the company. The treasury shares shall be purchased on the market, according to Borsa Italiana rules. Moreover the company can avail itself also of the procedure provided by the market rules approved by Consob by resolution no. 16839 of March 19, 2009.
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 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.
Based on the previous authorization of the ordinary Shareholders’ Meeting of May 11, 2012, as of today no transactions have been effected on treasury shares.
As of today the company owns #500,000 ordinary treasury shares and #29,290 savings treasury shares equal to 0.26% of capital stock.
The Shareholders’ Meeting has also favorably resolved on the report on remuneration ex art. 123 ter of Legislative Decree no. 58/1998.
Finally the Shareholders’ Meeting, in the extraordinary session, resolved to amend the by-laws in order to:
- comply with the provisions of Law no 120 of 12 July 2011, concerning the equal right of appointment in managing and supervisory boards of the companies listed in regulated markets;
- regulate the faculty to hold shareholders’ meetings in one or more calls;
- specify that, in case of capital increases excluding the pre-emption right within the limit of 10% of share capital, the fairness opinion on the issue price of the new shares can be given by a legal auditor or by a legal auditing firm, also other than the company’s one.
The Board of Directors, which met right after the Shareholders’ Meeting, approved the project for the merger by incorporation of the 100% subsidiary Buzzi Unicem Investimenti Srl. The merger resolution will be submitted to the approval of a subsequent Board of Directors. The transaction is expected to be completed in the second half of the current year.
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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