| Extract from notice of call meeting (Italian version) | linkpdf |
| Notice of call meeting | linkpdf |
| Proxy form to the designated representative | linkpdf |
| Ordinary proxy form | linkpdf |
| 2023 annual report (item 1 ordinary part) – ESEF (Italian version) | linkpdf |
| 2023 annual report (item 1 ordinary part) (Italian version) | linkpdf |
| Proposal to authorize the purchase and disposal of treasury shares (item 2 ordinary part) | linkpdf |
| Report on remuneration policy and compensation paid (item 3 ordinary part) | linkpdf |
| Proposal regarding the approval of the Stock Grant Plan 2024 (item 4 ordinary part) | linkpdf |
| Integration of the Board of Statutory Auditors through the appointment of an Alternate Auditor (item 5 ordinary part) | linkpdf |
| Alternate Auditor’s model of declaration (Italian version) | linkpdf |
| Resolution proposal on integration of Statutory Auditors submitted by F.lli De Benedetti S.p.A. (Italian version) | linkpdf |
| Report on the cancellation of treasury shares without reduction of share capital (item 1 extraordinary part) | linkpdf |
| 2023 consolidated non financial statement (Italian version) | linkpdf |
| 2023 report on corporate governance and ownership structure (Italian version) | linkpdf |
| Answers to shareholders’ questions (Italian version) | linkpdf |
| Summary of voting (Italian version) | linkpdf |
| Minutes of the Extraordinary General Meeting (Italian version) | linkpdf |
| Minutes of the Ordinary General Meeting (Italian version) | linkpdf |
Luca Ponticelli
4 Risultati trovatiSogefi: results higher in 2023
RESULTS HIGHER IN 2023
Revenues: +5.5% to € 1,627.9 million, (+9.1% at constant exchange rates)
EBIT: +49.2% to € 105.2 million
Net income: +95.4% to € 57.8 million (€ 29.6 million in 2022)
Free Cash Flow positive for € 37.9 million (€ 29.3 million in 2022)
Debt before IFRS 16 reduced to € 200.7 million (€ 224.7 million at end of December 2022)
Milan, 23 February 2024 – The Board of Directors of Sogefi S.p.A., which met today under the chairmanship of Monica Mondardini, has approved the proposed financial statements for 2023 presented by Chief Executive Officer Frédéric Sipahi.
Sogefi, a company of the CIR Group, is one of the main global producers of automotive components in the sectors of Air and Cooling, Suspensions and Filtration.
PERFORMANCE OF THE MARKET
In the fourth quarter of 2023 world car production rose by 9.1% compared to the fourth quarter of 2022, confirming the positive trend recorded in the first nine months of the year, with growth in all geographical areas except for Mercosur (-3%).
For the whole of 2023 world vehicle production thus reported growth of 9.4% compared to 2022, with a return to the volumes of 2019 before the pandemic crisis (+1.2%).
Performance in 2023 was positive in all geographical areas: +12.5% in Europe, +9.5% in NAFTA, +9.4% in China, +6.3% in India and +3.5% in Mercosur.
However, compared to 2019, while China and India experienced strong growth (+17.2% and +29.5% respectively), production volumes still remained lower in Europe (-13%), in Mercosur (-9.6%) and in NAFTA (-4.1%).
For the year 2024, S&P Global (IHS) forecasts that world production should remain substantially unchanged (-0.5%) from 2023.
KEY FIGURES OF SOGEFI’S PERFORMANCE IN 2023
The consolidated revenues of the Group were up by 5.5% on 2022 and by 9.1% at constant exchange rates, in line with the increased production volumes (+6.1%) and selling prices (+2.8%).
Results were significantly better than those of 2022:
- EBITDA, totalling € 221.4 million, rose by +13.5%, with an EBITDA margin of 16.6% thanks to the increase in volumes and the greater contribution margin;
- EBIT, which came in at € 105.2 million, was up by +49.2%, with an EBIT margin of 6.5% of sales, versus 4.6% in 2022;
- Net income was € 57.8 million (+95.4% versus € 29.6 million in 2022);
- Free cash flow was positive for € 37.9 million (€ 29.3 million in 2022);
- Net debt (before IFRS16) declined to € 200.7 million at 31 December 2023 from € 224.3 million at 31 December 2022.
Commercial activity was positive too, both in terms of the total value of contracts acquired and in terms of mix, with 31% of the value of the new contracts being for E-mobility. Significant new contracts were awarded inNorth America, Europe and China.
The Suspensions division acquired new business in the Chinese market with local operators, in particular signing a contract for the supply of stabilizer bars to an innovative player aspiring to become one of the main producers in the electric car market in China. The division also obtained various contracts in Europe, particularly for the supply of stabilizer bars for top-of-the-range electric SUVs and for the supply of coil springs for E-mobility platforms. The contracts for E-mobility account for 45% of the value of the new contracts obtained during the year.
The Air and Cooling division has been continuing to develop in China, with the acquisition of various orders from BYD including one for the supply of air manifolds for a Plug-in-Hybrid platform and a contract for the supply of oil manifolds used in electric cars to lubricate the inside of the gearbox. These parts, which were traditionally made of metal, are offered by Sogefi in plastic which makes it possible to reduce weight and optimize design and cost. Important contracts were also signed in North America and these will enable the Group to increase its market share in this area, especially for the supply of thermal management and cooling products for E-mobility platforms.In Europe the main orders were for thermostat units for E-mobility and intake manifolds for thermal management. 27% of the value of the new contracts obtained by the Air and Cooling division in 2023 was for components for E-mobility platforms.
The Filtration division reached important agreements in Europe for both the OEM (Original Equipment Manufacturer) and the IAM (Independent After Market) channels: it obtained new contracts for the supply of filters for truck brake circuits and signed a three-year exclusivity agreement with one of the principal market leaders in the distribution of automotive components through the Aftermarket channel. Development has also been continuing in India with a gradual increase in market share. Lastly, the company obtained new contracts for the supply of air-purification filters representing around 15% of the total value.
RESULTS FOR 2023
Revenues for 2023 came in at € 1,627.9 million, posting a rise of 5.5% at current exchange rates and of 9.1% at constant exchange rates compared to 2022.
The growth in revenues reflects the very positive performance reported in Europe (+10%), in North America (+ 6.0% and +10.5% at constant exchange rates) and in India (+7.1% and +15.6% at constant exchange rates); in the remaining areas volumes were substantially stable but revenues were negatively affected by exchange rate movements (- 7.1% in China, +0.5% at constant exchange rates, and -21.7% in South America, -2.2% at constant exchange rates net of inflation in Argentina).
Suspensions reported a 4.8% increase in revenues (+9.5% at constant exchange rates) with significant growth particularly in India and Europe.
Air and Cooling recorded a rise of 5.0% (+8.9% at constant exchange rates), with particularly significant growth in NAFTA (+12.4% at constant exchange rates).
Filtration reported a rise in revenues of 7.1% (+9.3% at constant exchange rates), with strong growth in the Aftermarket channel (+10.5%) and in India.
EBITDA came in at € 221.4 million, posting growth of 13.5% on 2022 (€ 195.1 million). The EBITDA marginrose from 12.6% in 2022 to 13.6% in 2023.
The impact of fixed costs on revenues was 14.6%, substantially unchanged from 2022 (14.3%).
Other charges, which mainly include exchange rate differences, made a negative contribution to EBITDA of € 10.4 million versus a positive contribution of € 0.8 million in 2022.
EBIT came to € 105.2 million and was up by 49.2% from € 70.5 million in 2022. The ratio to revenues rose from 4.6% in 2022 to 6.5% in 2023.
The Group reported consolidated net income from operating activities of € 67.7 million, versus € 32.6 million in the previous year.
In October 2023 the Suspensions business in Mexico was sold, giving rise to a net loss for “discontinued operations and operations held for sale” of € 6.7 million (€ -1.4 million in 2022) which includes the net result of operations for the period until October and the capital loss posted.
The group reported net income of € 57.8 million, up from € 29.6 million in the previous year.
Free Cash Flow was a positive € 37.9 million, higher than in 2022 (€ 29.3 million).
At 31 December 2023 shareholders’ equity, excluding minority interests, stood at € 272.9 million, compared to € 230.7 million at 31 December 2022. The increase reflects the net result for the year, the exchange rate differences (negative) from currency conversion, the fair value of the instruments hedging cash flows as well as other changes.
Net financial debt before IFRS16 totalled € 200.7 million at 31 December 2023, down from € 224.3 million at 31 December 2022. Including financial payables for rights of use, in accordance with IFRS 16, the net financial debt at 31 December 2023 amounted to € 266.1 million, versus € 294.9 million at 31 December 2022.
At 31 December 2023 the Group had committed credit lines in excess of its requirements of € 242 million.
KEY RESULTS OF FOURTH QUARTER 2023
In the fourth quarter of 2023, Sogefi reported revenues of € 375.3 million, down by 2.4% on the same period of 2022; at constant exchange rates the group reported growth of 4.1% thanks to the higher production volumes (+2.9%) and to the adjustment of selling prices.
EBITDA came to € 47.5 million, 12.7% of revenues, compared to € 43.5 million (11.3%) in the fourth quarter of 2022, thanks to the higher contribution margin which rose from 26.5% to 31.1%.
EBIT was a positive € 16.0 million versus € 6.6 million in fourth quarter 2022.
The consolidated net result for the fourth quarter of 2023 was a positive € 12 million after a negative result of € 3.4 million in the same period of the previous year.
SIGNIFICANT EVENTS HAVE TAKEN PLACE SINCE YEAR END
A put option agreement in Sogefi’s favour has been signed for the sale of the Filtration division to the US investment fund Pacific Avenue
Today the company has signed a put option agreement with the US investment fund Pacific Avenue, pursuant to which Carta Acquisition France S.A.S. (“Carta France”) and Carta Acquisition U.S., Inc. (“Carta US”), acquisition vehicles that refer to the fund, have unilaterally, unconditionally and irrevocably undertaken to buy – in the event that Sogefi should exercise the put option – the entire share capital of Sogefi Filtration S.A. and Sogefi USA Inc, respectively. The filtration division will operate under the name of Purflux Group in the event of the transaction being completed.
As per the terms of the put option agreement, Sogefi has granted Carta US and Carta France a six-month period of exclusivity to complete the transaction.
Exercise of the put option by Sogefi and the signing of the purchase and sale agreement relating to the described sale of the Filtration division (the “Transaction”) may take place only once the consultation procedure with the trade union representatives, required by French law, has taken place.
The deal is in any case subject to obtaining FDI (Foreign Direct Investment) authorization in Slovenia and antitrust authorization in Morocco.
Subject to exercise of the put option by Sogefi, the Transaction should be finalized within six months of today’s date.
Exercise of the put option by Sogefi will be disclosed in compliance with applicable laws and regulations.
For the conditions of the Transaction see the press release issued at the same time as this one.
OUTLOOK FOR THE YEAR
Visibility as to the trend of the automotive market in 2024 remains low due to uncertainty as to the evolution of the macroeconomic and geopolitical scenarios. S&P Global (IHS) expects that, after the growth reported in 2023, world car production will remain substantially stable (-0.5%), with Europe declining by 1.9%, China in line with 2023 and higher margins in the other geographical areas.
As far as commodity and energy prices are concerned, the early months of 2024 have confirmed a certain stability, already seen in the second half of 2023, but prices remain exposed to the risk of volatility caused by geopolitical tensions. The pressure of inflation on labour costs also remains a source of tension in certain geographical areas.
In this scenario the Group is constantly monitoring performance in the various geographical areas and seeking fair agreements with all of its customers with regard to selling prices.
In the absence of any factors causing the deterioration of the macroeconomic scenario compared to today, for 2024 it is expected – for all of the three divisions currently comprising the group – that there will be single-digit revenue growth, higher than that forecast for the automotive market, and operating profitability, excluding non-recurring charges, at least in line with that reported for the year 2023.
In the event of deconsolidation of the Filtration division from the perimeter of the consolidated businesses (Suspensions and Air & Cooling), the same evolution of revenues as that described above is to be expected, with an increase in operating profitability and a positive net result.
DIVIDEND PROPOSAL
In view of the result for the year and the financial solidity of the Group, the Board of Directors will propose that the Ordinary General Meeting of the Shareholders, convened at the first call for 22 April 2024, allocate the net result resulting from the Financial Statements for the year ended 31 December 2023, totalling Euro 6,735,288.96, to a dividend distribution of Euro 0.20 for each of the shares in circulation, giving a total amount of Euro 23,730,484, of which Euro 16,995,195.04 will be withdrawn from the “Retained Earnings Reserve” while the amount of Euro 6,735,288.96 will be the net income for the year 2023.
The dividend will be paid out as from 8 May 2024 after coupon detachment on 6 May 2024 and record date on 7 May 2024.
ANNUAL GENERAL MEETING OF THE SHAREHOLDERS
The Annual General Meeting of the Shareholders of Sogefi has been called for 22 April 2024 at the first call and for 23 April 2024 at the second call.
The full text of the proposed resolutions and the reports of the Board of Directors on the items on the Agenda, together with all the relevant documentation, will be available, within the time frames required by law, at the registered office, on the authorized storage mechanism eMarket Storage (www.emarketstorage.com) and on the Company’s website www.sogefigroup.com (section Shareholders/Shareholder Meetings).
Disclosure regarding the buyback of shares
Milan, 11 December 2023 – Following the resolution of the Board of Directors on 28 April 2023 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2023, CIR S.p.A. announces that between 4 and 8 December 2023 it bought back, on the Euronext Milan market, 730,268 shares at an average unitary price of € 0.4205, for a total amount of € 307,102.96.
As of today, CIR S.p.A. is holding a total of 58,336,299 treasury shares, equal to 5.27% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
Sogefi: results for first half 2022
Revenues at € 760.0 million, up by 12.3% on first half 2021
EBITDA at € 99.8 million, equal to 13.2% of revenues
Net income at € 20.8 million, in line with first half 2021 (€ 21.4 million)
Free Cash Flow positive for € 41.2 million,
higher than in first half 2021 (€ 33.1 million)
Debt lower at € 216.4 million (€ 261.4 million at 30.6.2021)
Raffaella Pallavicini appointed director
Milan, 22 July 2022 – The Board of Directors of Sogefi S.p.A., which met today under the chairmanship of Monica Mondardini, has approved the Semi-Annual Financial Report of the group as of 30 June 2022, as presented by Chief Executive Frédéric Sipahi.
Sogefi, a company of the CIR Group, is one of the main automotive component producers worldwide in three sectors: Air and Cooling, Filtration and Suspensions.
PERFORMANCE OF THE MARKET
The first half of 2022 saw the difficulty in sourcing specific components and raw materials continue (even causing the temporary closure of certain of the principal car manufacturers’ production facilities worldwide) while commodity prices continued to rise. As from March 2022 the effects of the conflict between Russia and Ukraine and of the economic and financial sanctions imposed on Russia began to be felt, particularly the decline in world trade and further rises in the prices of energy and raw materials.
Against this backdrop, world car production fell by 1.8% in first half 2022 compared to the first half of 2021.
Europe reported the most critical performance: -7.6% compared to first half 2021; in China and Mercosur production in the first half was broadly in line with that of the first half of 2021 (+0.7% and -0.6% respectively), while NAFTA and India experienced a recovery (+4.7% and +16.4% respectively).
The trend of the market remains uncertain; S&P Global (IHS) expects to see growth in world production of 4.7% for the whole year compared to 2021, with +11.5% in the second half compared to second half 2021, after the -1.8% of the first half.
SUMMARY OF SOGEFI’S PERFORMANCE IN THE FIRST HALF OF 2022
The Group’s consolidated revenues grew by 12.3% compared to the first half of 2021: production volumes were substantially in line with 2021 (a positive performance compared to the market’s -1.8%) and the rise in revenues was due to the evolution of exchange rates and to the adjustment of selling prices to the higher costs of raw materials.
Worthy of note is the positive performance of the After Market segment, which gained market share thanks to its ability to respond adequately to client requirements, despite difficulties in the logistics chain.
The economic results were positive:
- Net income came in at € 20.8 million (€ 21.4 million in 2021);
- Free cash flowwas a positive € 41.2 million (€ 33.1 million in 2021);
- Net debt (before IFRS 16) declined to € 216.4 million at 30 June 2022, versus € 258.2 million at 31 December 2021.
From the product innovation viewpoint, SOGEFI’S CabinHepa+ cabin filter, which uses HEPA (High Efficiency Particulate Air) media and filters the air mechanically, capturing particles 50 times smaller than a conventional cabin filter, was nominated product of the year 2022 in France. The inauguration took place of the new European E-Mobility Tech Center in Marckolsheim, Eastern France, which is devoted to the research and development of new E-mobility products and is equipped with the largest 3D printer in Europe.
The first half was also positive for commercial activity:
- The Filtration division was awarded various contracts for the supply of oil filters and air purification filters;
- The Suspensions division signed contracts in Europe for the supply of coil springs and stabilizer bars and also won a contract for the supply of stabilizer bars to an important Chinese company that is entering the electric vehicle market;
- The Air and Cooling division signed some important contracts in NAFTA and Europe for the supply of thermal management products and cooling plates for electric mobility and the most important contract ever obtained with a producer of electric commercial vehicles and buses for the production of cooling plates in aluminium soldered using laser technology to regulate the temperature of the battery, integrated cooling modules and regulation and vent valves for the battery.
CONSOLIDATED RESULTS FOR THE FIRST HALF
The revenues of first half 2022 came in at € 756.0 million and were up by 12.3% on those of the same period of 2021.
Production volumes were substantially in line with those of the first half of 2021 and the Group outperformed the market (which declined by 1.8% globally and by 7.6% in Europe).
The trend of exchange rates, particularly the weakness of the euro and the consequent strengthening of the US and Canadian dollars and the Chinese renminbi, led to a rise in consolidated revenues of 2.9 percentage points. The remaining increase in revenues reflects the adjustment of selling prices across the different product lines to factor in the evolution of the cost of raw materials and the components used.
Performance of revenues by geographical area
The Suspensions business unit reported a rise in revenues of 14.1% (+13.2% at constant exchange rates), with significant growth rates particularly in South America.
The Filtration business unit reported a rise in revenues of 15.3% (+12% at constant exchange rates), thanks to the good performance of the After Market channel in Europe and of business in North America and India.
The Air and Cooling business unit reported a rise in revenues of 6.7% and of 1.1% at constant exchange rates due to the negative performance of the Chinese market and particularly to the lockdowns in some areas in April and May when the pandemic flared up again.
EBITDA came to € 99.8 million, compared to the first half 2021 (€ 108.3 million), recurring EBITDA is stable but some non-recurring factors weighed on the result: particularly higher restructuring costs (€ 4.1 million versus € 1.3 million in first half 2021) and lower non-operating income (€ 3.9 million versus € 9.4 million at 30 June 2021).
EBIT came in at € 40.4 million versus € 47.3 million in 2021.
The Group reported net income of € 20.8 million, in line with that of the first half of 2021, which was € 21.4 million.
Free Cash Flow was a positive € 41.2 million, compared to € 33.1 million in first half 2021, thanks to the positive results and to the management of working capital, the change in which was more favourable in this period compared to that of the first half of 2021, also due to greater use of factoring.
Net debt before IFRS 16 stood at € 216.4 million at 30 June 2022, lower than at the end of 2021 (€ 258.2 million) and at 30 June 2021 (€ 261.4 million). Including the financial payables for rights of use as per IFRS 16, the net financial debt of the Group at 30 June 2022 amounted to € 285.2 million, down from € 327.6 million at 31 December 2021.
At 30 June 2022 the Group had committed credit lines in excess of its requirements for € 302.0 million.
At 30 June 2022 shareholders’ equity, excluding minority interests, stood at € 230.3 million, up from € 187.7 million at 31 December 2021. The increase of € 42.6 million was due mainly to the net income for the period (€ 20.8 million), to currency translation differences and to actuarial gains on the valuation of pension funds.
SIGNIFICANT EVENTS THAT HAVE TAKEN PLACE SINCE 30 JUNE 2022
Since the close of the first half of the year there have been no significant events that could have an impact on the economic, patrimonial and financial information given in this report.
IMPACT OF COVID-19 AND THE RUSSIAN-UKRAINIAN CONFLICT ON THE BUSINESS
In 2022, despite the continuation of the pandemic crisis, the effects on the market in which the Company operates have been less severe than those recorded in previous years, as there has been no suspension of industrial or commercial activity except for the lockdowns in certain areas of China in April and May.
However, operational difficulties linked to personnel absences due to infection or contact have been continuing in spite of the fact that Sogefi has maintained all the rules for health and safety in the workplace aimed at reducing the risk of contagion: social distancing, the use of individual protection and measures aimed at limiting the presence of personnel in the workplace by having staff work from home.
As for the direct impact on Sogefi of the conflict between Russia and Ukraine, until March 2022 Sogefi had a commercial business in Russia and exported to Ukraine and Belarus; the total revenues from these activities were not signficant as they accounted for 0.7% of the Group’s revenues in 2021. The businesses in Russia, Ukraine and Belarus were discontinued as from March 2022 and the Russian branch is in the process of being wound up. As a result, in the first half of 2022 Sogefi reported losses in value of the assets held in Russia for an amount of € 1.3 million, while the direct impact on revenues and margins was minimal.
Sogefi, like all of the automotive sector, is feeling the indirect effects of the war and particularly the further hike in energy prices and commodities and the sourcing problems.
Lastly, as a combined effect of the pandemic crisis that is still ongoing and of the Russian-Ukrainian conflict , with a significant impact on important European customers for whom the Russian market was important, demand in Europe has been weak.
OUTLOOK FOR THE YEAR
Visibility as to the performance of the automotive market in the coming months of 2022 is limited because of the uncertainty about the macroeconomic scenario and how the public health situation will evolve, the conflict between Russia and Ukraine, the availability and prices of raw materials, and the logistics of transportation and sourcing from Asian markets.
However, for 2022 S&P Global (IHS) is continuing to forecast 4.7% growth in world car production compared to 2021, with Europe at +10.7%, Nafta at +12.7%, South America at +6.9% and China remaining substantially stable (+0.4%).
As for commodity prices, the first six months of 2022 saw further price rises and it is difficult to make forecasts for the second half of the year. It should be noted that in the first half of 2022 Sogefi’s selling prices were adjusted to take into account the rise in the cost of raw materials recorded in 2021 and at the beginning of 2022. Given the further commodity and energy price rises since the start of the Russian-Ukrainian conflict, Sogefi’s management is committed to reaching fair agreements with all its customers, as it did in the first half of the year, in order to continue commercial relationships that are sustainable in the long term.
Assuming that there are no factors that could worsen the macroeconomic and production scenario (a significant tightening of the sanctions imposed on Russia, an extension of the conflict outside of Ukraine, shortages and higher prices of energy and raw materials than current ones, such that could compromise the sustainability of the supply chain, further lockdowns), Sogefi hereby confirms its objective of achieving an operating result for the whole year 2022, excluding non-recurring charges, that is substantially in line with the result of 2021.
RAFFAELLA PALLAVICINI NEW DIRECTOR OF SOGEFI
The General Meeting of the shareholders of Sogefi S.p.A., held today in Milan in an ordinary session, approved an increase in the number of directors of Sogefi from eight to nine and appointed Ms Raffaella Pallavicini as director until the mandate of the current Board of Directors comes to an end, i.e. until the date on which the financial statements for the year 2024 are approved by the Annual General Meeting of the Shareholders. Ms Raffaella Pallavicini’s candidature was put forward by the majority shareholder CIR S.p.A. – Compagnie Industriali Riunite, holder of 55.64% of the voting rights. Her curriculum vitae is available on the website www.sogefigroup.com.
