Shareholders' Meeting approves financial statements 2014
The General Shareholders’ Meeting of Buzzi Unicem SpA met in Casale Monferrato on 8 May 2015 to approve the financial statements for the year ended 31 December 2014.
The Shareholders’ Meeting approved the financial statements for the year ended 31 December 2014 and resolved:
- to cover the loss for the year amounting to €36,564,203.71 by drawing on the reserve Retained earnings;
- to distribute, out of reserves available, a dividend of €0.05 euro per ordinary share and per savings share.
The dividend is the same for both categories of shares since it is distributed out of reserves available, pursuant to art. 28 of the Bylaws. The dividend payment will be effected as from 20 May 2015, with detachment on 18 May 2015 of coupon no. 17 for ordinary shares and coupon no. 18 for savings shares, and with record date on 19 May 2015.
Consolidated net sales came in at €2,506.4 million vs. €2,510.1 million in 2013 (-0.1%) and Ebitda stood at €422.7 million (€403.2 million in 2013). The income statement reported a consolidated profit of €116.6 million vs. a loss of €50.7 million in 2013. As at December 31, 2014, net debt amounted to €1,062.7 million, down €34.5 million from €1,097.2 million at 2013 year-end. As at December 31, 2014, total equity, inclusive of non-controlling interests, stood at €2,362.1 million vs. €2,298.7 at 2013 year-end. Consequently debt/equity ratio decreased to 0.45 from 0.48 in the previous year.
In 2014 the parent company Buzzi Unicem SpA reported a loss of €36.6 million versus a net loss of €119.6 million in 2013, with a cash flow of €20.7 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. 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 €76 million.
The proposed purchase price, inclusive of ancillary charges, ranges from a minimum of €0.60, equal to par value, to a maximum of €11 for savings shares and of €19 for ordinary shares, or at the highest price allowed by the market general rules approved by Consob by resolution no. 16839 of 19 March 2009, in case these rules were adopted by the company.
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 the market rules approved by Consob by resolution no. 16839 of 19 March 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 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.
Based on the previous authorization of the ordinary Shareholders’ Meeting of 9 May 2014, 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 Meeting also resolved to amend the articles 3, 4, 9, 13 and 14 of the Shareholders' Meeting rules and to insert a new article 9, with consequent renumbering of the following articles and respective references contained in articles 11 and 18 in order to make some updates taking into account the meeting practices followed over the years as well as some merely formal amendments to make the rules consistent with the various regulations introduced in the last years.
Finally, the Shareholders’ Meeting favorably resolved on 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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