Milan, 28 April 2025 – Following the resolution of the Board of Directors on 14 March 2025 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 29 April 2024, CIR S.p.A. announces that between 22 and 25 April 2025 it bought back, on the Euronext Milan market, n. 335,000 shares at an average unitary price of € 0.5539, for a total amount of € 185,549.50.
As of today, CIR S.p.A. is holding a total of 36,130,042 treasury shares, equal to 3.94% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
Press releases
1242 Risultati trovatiShareholders Meeting approves Financial Statements for 2024
The Ordinary and Extraordinary Meeting of the Shareholders:
- Approves the Financial Statements for the year ended 31 December 2024 and the allocation of the earnings for the year to reserves;
- Assigns the task of statutory audit of the accounts for the financial years 2026-2034 to the company Ernst & Young;
- Authorizes the buyback and disposal of own shares, subject to cancellation of the previous authorization for the part not yet executed;
- Approves the Company’s remuneration policy as set out in the first section of the Remuneration Report and votes in favour of the second section of the said report;
- Approves the 2025 Stock Grant Plan;
- Authorizes the cancellation of own shares without reduction of the share capital;
- Renews its authorization to the Board of Directors to increase the share capital and issue convertible bonds.
The Board of Directors adopts a resolution to continue with the share buyback plan in progress and assigns the units of the 2025 Stock Grant Plan.
Milan, 28 April 2025 – The Annual General Meeting of the Shareholders of CIR S.p.A. – Compagnie Industriali Riunite was held today in Milan under the chairmanship of Rodolfo De Benedetti, with ordinary and extraordinary sessions.
As per the terms of the rules currently in force and in compliance with Art. 8 of the Company Bylaws, Shareholder attendance at the Meeting was exclusively through the designated representative, appointed in accordance with Art. 135-undecies of D.Lgs. no. 58 of 24 February 1998 (“TUF”) and identified as Monte Titoli S.p.A.
Approval of the Financial Statements for 2024
The Shareholders approved the Financial Statements for financial year 2024 of CIR S.p.A. – Compagnie Industriali Riunite, without making any changes to the proforma version approved by the Board of Directors on 14 March 2025, published as per the terms of the law, which showed net income of € 105,826,709.96, and which the Shareholders voted to allocate as follows: (i) € 5,291,335.50 to the legal reserve; (ii) € 268,783.77 to the “Reserve for the revaluation of other financial assets”; (iii) € 100,266,590.69 to the “Retained Earnings reserve”.
The group closed the year with consolidated revenues of € 1,821.1 million, posting a 1.6% increase from € 1,791.6 million in 2023, a consolidated gross operating margin (EBITDA) of € 272.1 million, up by 14% from € 238.6 million in 2023, and a consolidated net result of € 132.2 million (€ 32.8 million in 2023).
Award of the task of statutory audit of the accounts and the attestation of compliance of the consolidated sustainability statement
Having examined the proposal and the relative rationale prepared by the Board of Statutory Auditors in accordance with Art. 13 of D.Lgs. no. 39/2010 and Art. 16, paragraph 2, of EU Regulation no. 537 of 16 April 2014, the Shareholders awarded the mandate task of statutory audit of the accounts for the period 2026-2034 and the mandate for the attestation of compliance of the consolidated sustainability statement for the years 2026-2028 to the company Ernst & Young – EY S.p.A.
Authorization for the buyback and disposal of own shares
After revoking the previous authorization to buy back own shares, adopted by the ordinary meeting of the Shareholders held on 29 April 2024, for the part not utilized, the AGM authorized the Board of Directors, for a period of eighteen months, to buy back a maximum of 150,000,000 own shares.
Including in the calculation the own shares already owned even through subsidiaries, the number of shares bought back must not in any case exceed 20% of the total number of shares constituting the share capital. This authorization is for the buyback at a unit price that must not be more than 15% higher or lower than the reference price recorded by the Company’s shares in the Stock Exchange trading session preceding each single buyback transaction or preceding the date on which the price is fixed, in the event of purchases following the procedures stated in points (i), (iii) and (iv) of the following paragraph. In any case, when the purchases are made with orders placed in the regulated market, the price must not be higher than the higher of the price of the last independent transaction and the highest current independent bid price in the same market.
The buyback must take place in the market, in compliance with the terms of Art. 132 of the TUF and with the terms of the law or the regulations in force at the moment of the transaction and more precisely (i) through a public tender offer to buy or exchange shares; (ii) on regulated markets following the operating procedures established in the relevant market regulations, and without the possibility to match bids to specific offers; (iii) through the assignment pro-rata of put options to the shareholders, to be assigned within 15 months of the date of the AGM resolution and with exercise date within 18 months of the same resolution; (iv) through the purchase and sale of derivative instruments traded on regulated markets that involve the physical delivery of the underlying shares in compliance with the further provisions contained in Art. 144-bis of Consob’s Rules for Issuers, and as per the terms of Articles 5 and 13 of the MAR. The authorization given includes the right to use the own shares acquired, without any time limits or constraints, even for the remuneration plans based on the Company’s shares.
The main reasons why this authorization is being renewed are the following: (a) to fulfil any obligations resulting from stock option plans or other awards of shares of the Company to employees or members of the Board of Directors of CIR or its subsidiaries, or to fulfil any obligations resulting from debt instruments that are convertible into or exchangeable with equity instruments; (b) to have a portfolio of own shares to use as consideration for any extraordinary transactions, even those involving an exchange of shares with other parties, within the scope of transactions of interest to the Company (a so-called “stock of securities”), all within the limits posed by current regulations; (c) to take action to support market liquidity, optimize the capital structure and remunerate shareholders in particular market conditions, all within the limits established by current rules and regulations; (d) to take advantage of opportunities for creating value, as well as investing liquidity efficiently in relation to the market trends; (e) for any other purpose qualified by the competent Authorities as admitted market practice in accordance with applicable European and domestic rules, and with the procedures established therein.
Remuneration policy
The Shareholders approved the first section of the “Report on remuneration and compensation” and expressed a vote in favour of the second section of the same Report.
Stock Grant Plan 2025
The Shareholders also approved 2025 Stock Grant Plan, aimed at directors and/or executives of the Company and its subsidiaries for a maximum number of 3,200,000 conditional units, not transferable to third parties or other beneficiaries, each of which will give the beneficiaries the right to be assigned 1 CIR share free of charge when time limits are reached and subject to compliance with the conditions set out in the rules of the 2025 Stock Grant Plan, as described in the Information Document prepared and published in compliance with the terms of D.Lgs. no. 58/98. The shares assigned will be made available from the treasury shares held by the Company. The plan has the aim of aligning the interests of management with the objectives of creating value for the group and its shareholders over a medium-long term time horizon and of encouraging those holding key positions to remain with the Group.
Cancellation of own shares
The extraordinary part of the meeting, after first revoking the part not executed of the resolution adopted by the Extraordinary Meeting of the Shareholders on 29 April 2024, authorized the Board of Directors proceed with the cancellation, without a capital reduction, of the CIR own shares held in the Company’s portfolio when the AGM authorization relating to the buyback and use of own shares expires, with the exclusion of the own shares needed to cover any commitments resulting from outstanding stock grant plans at any one time. The cancellation will be effected without recognizing any gains or losses to the income statement and without any effect on the total amount of the Company’s equity, which shall remain unchanged.
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Meeting of the Board of Directors
The Board of Directors of CIR, which met after the Annual General Meeting, voted to continue with the share buyback programme launched on 17 March 2024 and currently in progress. The new resolution is for the buyback of a maximum of 150,000,000 own shares, without prejudice to the limit of 20% of the share capital and the other characteristics of the programme, as approved by the Shareholders and already referred to above
As of 25 April 2025, CIR owned 36,130,042 own shares, equal to 3.94% of the Company’s share capital.
In accordance with the AGM resolution, the Board implemented the 2025 Stock Grant Plan, assigning a total of 2,703,304 rights to three beneficiaries.
After verifying that the appropriate requisites are still in place, the Board of Directors confirmed as independent directors Philippe Bertherat, Tommaso Nizzi, Elisabetta Oliveri, Francesca Pasinelli and Maria Serena Porcari – five directors out of a total of nine.
The Board also acknowledged that the members of the Board of Statutory Auditors are also in possession of the requisites for independence on the strength of a check carried out by the same.
Lastly, with the favourable opinion of the Board of Statutory Auditors, the Board of Directors voted to appoint Claudio Patrian as the executive responsible for the preparation of the Company’s financial statements as per the terms of Art. 154-bis of the TUF and in accordance with Art. 21 of the Company Bylaws. The appointment is effective as from 1 May 2025.
Claudio Patrian, 62, has been in CIR since 1998 and held the position of Head of Administration until 2006 and the position of Head of Administration, Accounting and Tax from 2006 until today. He is a member of the Board of Directors of KOS S.p.A. and CIR Investimenti S.p.A., and sole director of Jupiter Marketplace S.r.l. Previously he had positions of responsibility in administration and fiscal affairs in Italian finance companies belonging to the Chase Manhattan, Japan Leasing and AT&T groups. Claudio Patrian will replace Michele Cavigioli, who has held the position since 1 January 2021.
Disclosure regarding the buyback of shares
Milan, 18 April 2025 – Following the resolution of the Board of Directors on 14 March 2025 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 29 April 2024, CIR S.p.A. announces that between 14 and 17 April 2025 it bought back, on the Euronext Milan market, n. 355,000 shares at an average unitary price of € 0.542, for a total amount of € 192,395.50.
As of today, CIR S.p.A. is holding a total of 35,795,042 treasury shares, equal to 3.91% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
Update of the key information contained in the FDB shareholders’ agreement
Milan, 16 April 2025 – Notice is hereby given that the key information document drafted pursuant to Article 130 of Consob Regulation 11971/1999 (“Rules for Issuers”) on the shareholders’ agreement concerning shares in Fratelli De Benedetti S.p.A. (“FDB”) and CIR S.p.A. – Compagnie Industriali Riunite (“CIR”) (the “FDB SHA“) has been updated as of 11 April 2025 for the purpose of taking into account the changes concerning the financial instruments of FDB and CIR held directly and indirectly by the parties to the FDB SHA, as well as the recent adhesion to the FDB SHA by two new legal entities, controlled by natural persons already adhering to the FDB Agreement.
The key information document on the provisions contained in the FDB SHA has been published, pursuant to the above-mentioned Art. 130 of the Rules for Issuers, on CIR’s website at www.cirgroup.it/en/shareholders-agreements/ .
Disclosure regarding the buyback of shares
Milan, 14 April 2025 – Following the resolution of the Board of Directors on 14 March 2025 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 29 April 2024, CIR S.p.A. announces that between 7 and 11 April 2025 it bought back, on the Euronext Milan market, n. 787,000 shares at an average unitary price of € 0.5242, for a total amount of € 412,527.90.
As of today, CIR S.p.A. is holding a total of 35,440,042 treasury shares, equal to 3.87% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
Disclosure regarding the buyback of shares
Milan, 7 April 2025 – Following the resolution of the Board of Directors on 14 March 2025 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 29 April 2024, CIR S.p.A. announces that between 31 March and 4 April 2025 it bought back, on the Euronext Milan market, n. 1,021,000 shares at an average unitary price of € 0.5429, for a total amount of € 554,335.10.
As of today, CIR S.p.A. is holding a total of 34,653,042 treasury shares, equal to 3.78% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
CIR: filing of documentation for Annual General Meeting on April 28 2025
Milan, 4 April 2025 – Regarding the Annual General Meeting of the Shareholders of CIR S.p.A., to be convened in ordinary and extraordinary session on April 28, 2025, 10.00 a.m., at a single calling, it is announced that the following documentation:
- The Annual Report and Financial Statements for the year ended 31 December 2024, including the Sustainability Report 2024, the Report of the Board of Statutory Auditors, and the Reports of the Firm of Auditors (item 1 Ordinary Part);
- The Report on Corporate Governance and ownership structure as per Art. 123-bis TUF;
- The Report on the proposal to authorize the purchase and disposal of treasury shares (item 4 Ordinary Part);
- The Report on the remuneration policy and on compensation paid (item 5 Ordinary Part);
- The Report on the cancellation of treasury shares without reduction of share capital (item 1 Extraordinary Part);
- The Report on the proposal to authorize the increase of share capital (item 2 Extraordinary Part)
is available at the Company headquarters (Via Ciovassino 1, Milan), on the website www.cirgroup.it (section Governance/Shareholders meetings) and on the authorized storage mechanism eMarket STORAGE.
Additional documentation relating to the Annual General Meeting, as required by current regulations, will be made available to the public, in the manner and within the time limits prescribed by law.
Disclosure regarding the buyback of shares
Milan, 31 March 2025 – Following the resolution of the Board of Directors on 14 March 2025 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 29 April 2024, CIR S.p.A. announces that between 24 and 28 March 2025 it bought back, on the Euronext Milan market, n. 894,500 shares at an average unitary price of € 0.5756, for a total amount of € 514,841.05.
As of today, CIR S.p.A. is holding a total of 33,632,042 treasury shares, equal to 3.67% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
CIR: filing of documentation for Annual General Meeting on April 28 2025
Milan, 28 March 2025 – Regarding the Annual General Meeting of the Shareholders of CIR S.p.A., to be convened in ordinary and extraordinary session on April 28, 2025, 10.00 a.m., at a single calling, it is announced that the following documentation:
- Report of the Board of Directors on the approval of the financial statement for the year ended 31 December 2024 and allocation of the result for the year (item 1 Ordinary Part);
- Report of the Board of Directors on the assignment of the mandate for the statutory audit of accounts for the financial years 2026-2034 (item 2 Ordinary Part);
- Report of the Board of Directors on the assignment of the mandate for the certification of conformity of the consolidated sustainability statement for the financial years 2026-2028 (item 3 Ordinary Part);
- Report of the Board of Directors on the approval of the remuneration policy 2025 and on compensation paid 2024 (item 5 Ordinary Part)
- Proposal regarding the approval of the Stock Grant Plan 2025 (item 6 Ordinary Part);
is available at the Company headquarters (Via Ciovassino 1, Milan), on the website www.cirgroup.it (section Governance/Shareholders meetings) and on the authorized storage mechanism eMarket STORAGE.
Additional documentation relating to the Annual General Meeting, as required by current regulations, will be made available to the public, in the manner and within the time limits prescribed by law.
Disclosure regarding the buyback of shares
Milan, 24 March 2025 – Following the resolution of the Board of Directors on 14 March 2025 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 29 April 2024, CIR S.p.A. announces that between 17 and 21 March 2025 it bought back, on the Euronext Milan market, n. 850,008 shares at an average unitary price of € 0.5692, for a total amount of € 483,867.05.
As of today, CIR S.p.A. is holding a total of 32,737,542 treasury shares, equal to 3.57% of its share capital. The subsidiaries of CIR do not own any shares in the Company.
CIR: results for 2024
- Consolidated revenues up by 1.6% on 2023, at € 1,821 million, +6.2% in the healthcare sector and -1.7% in the automotive sector
- Consolidated EBITDA at € 272.1 million, + 14% on 2023
- Consolidated net income at €132.2 million, including extraordinary transactions (€ 56.7 million from continuing operations)
- Net financial position of the parent company is positive rising to € 341.3 million, despite share buybacks totalling € 99.7 million
- Debt of industrial subsidiaries substantially reduced, by € 193.5 million, despite dividend distribution for € 149.1 million
- Proposal to the AGM not to distribute a dividend but to renew the authorization to carry out share buyback transactions up to a maximum of 150,000,000 shares (equal to 16.4% of the capital), and to cancel own shares without reducing the share capital
- Launch of a buyback program starting on 17 March 2025
Milan, 14 March 2025 – The Board of Directors of CIR S.p.A. – Compagnie Industriali Riunite (“CIR”, the “Group” or the “Company”), which met today under the chairmanship of Rodolfo De Benedetti, has approved the proposed statutory financial statements and the consolidated accounts of the group as of 31 December 2024 as presented by Chief Executive Officer Monica Mondardini.
Consolidated results
In 2024, CIR achieved a strong improvement in the results of all the businesses comprising the group and completed extraordinary asset realization transactions that created significant value.
More specifically, the group reported a Net Result of € 132.2 million and Free Cash Flow of € 387.2 million, before the dividend distribution and the share buybacks.
As far as continuing operations are concerned:
- Consolidated revenues came in at € 1,821.1 million and were up by 1.6% compared to 2023; KOS reported an increase of 6.2% and Sogefi a decline of 1.7%;
- The consolidated gross operating margin (EBITDA) for 2024 came to € 272.1 million (14.9% of revenues), posting a rise of 14% from € 238.6 million in 2023 (13.3% of revenues). The higher EBITDA was due mainly to the improvement in the profitability of both KOS and Sogefi).
- The consolidated operating result (EBIT) was € 100.0 million, up from € 66.6 million in 2023, following the evolution of EBITDA.
- The net result was € 56.7 million and € 39.0 million net of minority interests (versus € 2.6 million in 2023); all of the group’s businesses reported an improvement in numbers: the subsidiaries Sogefi and KOS contributed € 21.6 million, +€ 13.4 million compared to 2023, and the parent company of the group (including CIR Investimenti and CIR International) contributed € 17.4 million, +€ 23.0 million compared to 2023, thanks to an exceptionally high return on the portfolio;
- Free Cash Flow, before application of IFRS 16, stood at € 58.0 million, versus € 17.2 million in 2023.
Regarding the assets sold:
- On 25 June 2024, the sale of the residential complex in Via dell’Orso 8 in Milan was completed for a total amount of € 38 million, of which the sum of € 7 million had already been received in previous years as a deposit, giving a capital gain, net of transaction costs and taxes, of € 18.8 million and free cash flow of € 30 million;
- On 31 May, the subsidiary Sogefi completed the sale of the Filtration division for a final amount of € 327.5 million, as part of a strategy aimed at increasing the value of the business after a very significant rise in results, reducing the group’s exposure to businesses that are difficult to convert to e-mobility technologies, lowering the group’s total debt and ensuring that it has the capacity to make the investment needed to complete the turnaround of Suspensions and the development of Air&Cooling products destined for e-mobility. Sogefi’s net income came in at € 134.5 million and its free cash flow was € 299.2 million (which also includes the earnings and free cash flow of the business until the date of the sale, tax expense and completion costs); CIR’s share of the earnings was € 80.9 million;
- The Free Cash Flow of the operations held for disposal, before IFRS 16, amounted to € 329.2 million.
In 2024 the Group distributed € 67.1 million in dividends to the minority shareholders of KOS and Sogefi and bought back own shares for € 99.7million, for a total amount of €166.8 million.
At 31 December 2024 the group had a consolidated net financial position before IFRS 16 that was positive for € 202.6 million, compared to a net debt position of € 17.8 million at 31 December 2023, posting an increase of € 220.4 million in its net financial position.
The net financial position of the Parent Company of the group (including the subsidiary CIR Investimenti) was positive for € 341.3 million, versus € 314.4 million at year end 2023, after disbursements for the buyback of own shares for an amount of € 99.7 million.
Consolidated net financial debt including IFRS 16 payables stood at € 615.0 million at 31 December 2024, including € 817.6 million of rights of use, most of which refer to the subsidiary KOS (€ 772.6 million), which operates mainly in leased properties.
The total equity of the Group amounted to € 791.2 million at 31 December 2024 (€ 753.6 million at 31 December 2023).
KOS
In 2024 KOS reported a 6.2% rise in revenues, thanks to the increased occupancy levels in the nursing homes both in Italy and in Germany.
In Italy the nursing homes (RSAs) reported a 10.3% rise in revenues, with an average occupancy of 91.5%, including the facilities at the start-up stage, and of 94.0% for the consolidated facilities, rates that are now close to those seen before the pandemic crisis
In Germany revenues rose by 13.9%; average occupancy is still below that of Italy (90.5% total, 91.4% excluding those at the start-up stage) but the trend is positive with an increase of 3 percentage points from 2023. The rise in revenues also reflects the adjustments being made to fees with the aim of offsetting the cost inflation recorded from 2021 onwards.
The Rehabilitation and Psychiatric sector, which had already returned to a normal level of activity in 2023, experienced growth of 3.4%, thanks to an increase in the services provided to national health service patients in certain regions.
EBIT came in at € 67.4 million, equal to 8.4% of revenues, up from € 53.0 million, 7.1% of revenues, in 2023. Profitability was over 10% in Italy, while overall profitability is still being negatively affected by lower profitability in Germany, which did however improve considerably in 2024, in line with the recovery plan put in place after the Covid-19 crisis.
The net result was a positive € 20.5 million, up from + € 11.7 million in 2023.
Operating free cash flow, before the application of IFRS16, was a positive € 21.6 million and included non-recurring disbursements of € 7.6 million relating to the end of the concession of the Suzzara Hospital.
Net debt, excluding the payables resulting from the application of IFRS16, was down by € 2.3 million and at the end of 2024 stood at € 129.6 million, versus € 131.9 million at 31 December 2023.
Net debt including rights of use payables totalled € 902.2 million at 31 December 2024, compared to € 920.7 at 31 December 2023.
Sogefi
As for continuing operations, excluding Filtration, in 2024 the weakness of the market led to a decline in revenues of 1.7% compared to 2023 and of 4.2% excluding exchange rate and inflationary effects in Argentina. Despite this, an improvement in operating results was reported:
- came in at € 45.7 million and was up on 2023 (€ 25.6 million), and the EBIT margin increased to 4.5% of revenues from 2.5% in 2023.
- came to € 18.0 million, up from € 6.4 million in 2023.
- before application of IFRS 16, was a positive € 28.7 million, which compares with cash absorption of € 15.2 million in 2023, thanks to positive non-recurring cash flows.
The operations sold generated a net result of € 125.9 million and free cash flow before IFRS16of € 299.2 million.
Overall, in 2024 the Group reported net income of € 141.3 million and free cash flow before IFRS16of € 327.9 million.
Net debt before IFRS16 totalled € 9.5 million at 31 December 2024 (€ 55.0 million including payables for rights of use), versus net debt of € 200.7 million at 31 December 2023 (€ 266.1 with IFRS16), after payment of a total of € 133.3 million in dividends of which € 75.1 million to CIR S.p.A.
Financial assets management
During 2024 the financial markets reported positive performance in all sectors including the bond sector.
Management of the financial assets of the parent company and its financial subsidiaries generated net financial income of € 30.3 million (+7.1% of the average capital invested), up from € 5.4 million in 2023. More specifically, the return on “easily liquidable assets” (shares, bonds, hedge funds) was € 20.2 million (+5.6%), the return on the private equity portfolio and equity investments amounted to € 10.1 million.
Parent Company Performance
The parent company, CIR S.p.A., closed 2024 with a profit of € 105.8 million, compared to a loss of € 6.7 million in 2023. The result is mainly due to the dividends received from subsidiaries (€82 million) and the capital gain for the sale in June 2024 of the real estate complex located in Milan, via dell’Orso 8 (€18.8 million).
Shareholders’ equity increased from € 673.2 million at 31 December 2023 to € 680.7 million at 31 December 2024. The increase mainly derives from the difference between the net result for the period and the amount used to purchase treasury shares (€99.7 million).
ESG plans and performance
In 2024 the CIR group reached almost all of the objectives contained in the sustainability plans of the Company and its subsidiaries.
Progress was made in terms of the sustainability of the business and innovation, with KOS continuing to roll out its programme to ensure a permanent improvement in the quality of care and service, with an impact on customer satisfaction, and with Sogefi increasing its market share in R&D investment and business acquisition relating to e-mobility products.
Regarding the eco-compatibility of their processes, CIR, Sogefi and KOS increased their recourse to renewable energies; both of the operating companies have also improved their performance, reducing waste and/or increasing the recycling of the same, and further reducing their energy intensity.
Regarding the management of human resources, the number of hours devoted to personnel training has been increased, action has been taken to guarantee equal treatment in all of the countries in which the group operates and to reduce the frequency of accidents in the workplace, all of which with a positive impact on personnel satisfaction, which is carefully monitored.
Lastly, ESG criteria were applied to management of the financial assets of the CIR parent company.
Significant events occurred since 31 December 2024
For both the parent company and its subsidiaries KOS and Sogefi, no significant facts have emerged since 31 December 2024 that could have an impact on the economic, patrimonial and financial information stated.
It is noted that, on 6 January 2025, CIR S.p.A. cancelled 131,147,366 own shares resulting from the Voluntary Public Offer to buy back own shares, which ended on 20 December 2024, an event already disclosed to the market.
Outlook for the year
Visibility as to the performance of the Group’s businesses in the next few months is limited because of the uncertainties linked to the macroeconomic evolution, to the changing geopolitical tensions, to the introduction of import tariffs by the new American administration and the related volatility of financial markets.
As far as KOS is concerned, provided that there are no facts or circumstances that could make the environment more complex than it is at present, it is expected that 2025 will see a further significant increase in revenues and operating result thanks to the following: in Italy to the still existing margin for the improvement of occupancy and to the ramp up of new greenfield facilities developed in the last few years, in Germany, to the increase in occupancy but also to the further adjustment of fees to recover higher labour costs.
As for the automotive market in which Sogefi operates, visibility as to the evolution of the market is particularly limited because of the uncertainties cited above, plus those linked to the transition to e-mobility. Provided there is no disruptive impact on the market linked to the said factors, market forecasts suggest a further slight decline due to another negative performance expected for Europe and the United States. In such a context, Sogefi is expected to report a mid-single-digit decline in sales but a slightly higher EBIT margin compared to that reported for the year 2024, excluding any non-recurring charges, any new events/circumstances, as well as the effect of the aforementioned tariffs, that could have a negative impact on the automotive market.
As for financial asset management, the current market climate is strongly exposed to volatility linked to the uncertainty about the geopolitical scenario and the trade war; on this subject it should be remembered that the group’s investment policy is based on a prudent management of the risk-return trade-off.
Launch of a buyback program
The Board of Directors has resolved to launch, starting from 17 March 2025, a program for the buyback of own shares up to a maximum of 57.6 million CIR shares (approximately 6.3% of the share capital), for an outlay of up to a maximum of € 35 million, with the aim of supporting market liquidity, optimizing the capital structure and remunerating shareholders, all within the limits established by current legislation.
The buyback program is launched pursuant to the authorization granted by the Ordinary Shareholders’ Meeting on 29 April 2024, for the part not yet executed and, subject to the granting of the new authorization to purchase own shares by the Shareholders’ Meeting scheduled for 28 April 2025, will continue thereafter, until the expiry of such authorization, unless an interruption or termination is decided. The Board of Directors reserves the right to increase the maximum number of shares that can be purchased and the maximum outlay of the buyback following the outcome of the Meeting itself. Any such changes will be communicated to the market in the terms and with the methods set out in the current legislation.
Purchases will be carried out on the Euronext Milan stock exchange through an authorised intermediary, who will act in full independence, also in relation to the timing of the transactions, and will be disclosed to the market in the terms and with the methods set out in the current legislation.
Dividend proposal
The Board of Directors has decided to propose to the Annual General Meeting of the Shareholders that no dividend be distributed, in the belief that, in current market conditions, continuing the buyback policy of the Company’s own shares, as has been the case in recent years, is a more effective way of distributing to Shareholders.
Annual General Meeting of the Shareholders
The Board of Directors has authorized the Chairman to proceed, within the timeframes established in the rules applicable, to call the Annual General Meeting of the Shareholders, in an ordinary and an extraordinary session, at a single calling, for 28 April 2025, establishing that the following proposals, among others, will be submitted, the proposal:
- To approve the Annual Financial Statements of CIR S.pA. – Compagnie Industriali Riunite, accompanied by the Report of the Board of Directors, the Report of the Board of Statutory Auditors and the Report of the firm of legal auditors;
- After first revoking the existing authorization (for the part not utilized), to renew the authorization of the Board of Directors, for a period of 18 months, to buy back a maximum of 150,000,000 own shares, equal to 16.4% of the share capital, it being understood that, including in the calculation the own shares already owned even through subsidiaries, the number of the shares bought back (and not cancelled) must not in any case exceed 20% of CIR’s share capital;
- to entrust the Board of Directors with the task of cancelling own shares, which CIR will ownat the date of expiry of the authorization to buy back own shares given by the AGM, without any reduction of the share capital, with the exception of the own shares which, together with the own shares already in the Company’s portfolio, are needed to cover the commitments from time to time resulting from outstanding stock grant plans;
- Subject to first revoking the existing authorization, to renew (with modifications) the authorization of the Board of Directors, for a period of five years, to increase the share capital and issue convertible bonds, for a maximum amount of € 300 million and the issue of maximum 600 million shares;
- To approve a Stock Grant Plan for 2025 aimed at employees of the Company and its subsidiaries, in the terms that will be defined by the Board of Directors and communicated to the market in good time for fulfilment of legal requirements;
- To award the legal audit mandate for financial years 2026-2034.
Calendar of events for 2025
Milan, January 24 2025 – CIR S.p.A. announces that the Company’s calendar of events for 2025 will be as follows:
| Friday | 14.03.2025 | 10,00 am | Board of Directors Meeting (Pro-forma Financial Report for 2024) |
| Monday | 28.04.2025 | 10,00 am | Annual General Meeting of the Shareholders (Approval of Financial Report for 2024) |
| Friday | 01.08.2025 | 10,00 am | Board of Directors Meeting (Half-year Financial Report for 2025) |
CIR: Company Bylaws
Milan, 9 January 2025 – CIR S.p.A. announces that the amended Bylaws, which incorporate the change in share capital following the cancellation of treasury shares, are available on the authorised storage mechanism eMarket STORAGE (www.emarketstorage.com), at the Company’s registered office and on its website (www.cirgroup.it), in section Governance/ Governance System.
Update of the key information contained in the FDB shareholders’ agreement
Milan, 3 January 2025 – Notice is hereby given that the key information document drafted pursuant to Article 130 of Consob Regulation 11971/1999 (“Rules for Issuers”) on the shareholders’ agreement concerning shares in Fratelli De Benedetti S.p.A. (“FDB”) and CIR S.p.A. – Compagnie Industriali Riunite (“CIR”) (the “FDB SHA“) has been updated as of 3 January 2025 for the purpose of taking into account changes concerning the financial instruments of CIR held directly and indirectly by the parties to the FDB SHA.
The key information document on the provisions contained in the FDB SHA has been published, pursuant to the above-mentioned Art. 130 of the Rules for Issuers, on CIR’s website at www.cirgroup.it/en/shareholders-agreements/.
Press Release pursuant to Article 41, paragraph 6 of the Issuers’ Regulation – Definitive results of the voluntary partial public tender offer
Subscriptions equal to 164,500,395 shares, allocation equal to 79.725%
Milan, December 18, 2024 – With reference to the voluntary partial public tender offer launched by CIR S.p.A. – Compagnie Industriali Riunite (“CIR” or the “Offeror” or the “Issuer”) pursuant to Articles 102 et seq. of Legislative Decree No. 58 of February 24, 1998, as subsequently amended and supplemented (“TUF”) and to article 37 of the Consob Regulation no. 11971 of 1999, as subsequently amended and integrated (the “Issuers’ Regulation”), concerning a maximum of 131,147,541 shares with no nominal value of CIR S.p.A., as disclosed in the press release issued on October 11, 2024 by CIR in its capacity as the offeror (the “Offer“), the Offeror announces the definitive results.
The terms used with an initial capital letter in this press release, unless otherwise defined, have the same meanings assigned to them in the offer document approved by Consob, pursuant to Article 102, paragraph 4, of the TUF with resolution no. 23321 of November 20, 2024 (the “Offer Document”).
Definitive results of the Offer
According to the definitive results of the Offer communicated by Spafid – Società per Amministrazioni Fiduciarie “SPAFID” S.p.A., as the Intermediary Appointed to Coordinate the Collection of the Tenders, the number of shares tendered in the Offer during the Offer Period is 164,500,395 shares, equal to 125.43% of the shares subject to the Offer and 15.71% of the Issuer’s share capital.
Since, based on the definitive results of the Offer, the number of shares tendered in the Offer exceeds the number of shares subject to the Offer, the shares tendered will be allocated using the “pro-rata” method, according to which the Offeror will purchase the same proportion (equal to the Allocation Coefficient) of such shares from each shareholder who tendered their shares to the Offer.
The definitive Allocation Coefficient is 79.725%and, on application of the said coefficient and of related rounding, on the Payment Date the Offeror will purchase 131,147,366 Shares, corresponding to 12.524% of the share capital, for a total amount of Euro 79,999,893.26.
Based on the definitive results of the Offer and, taking into account no. 32,022,506 own shares held by CIR as of the date hereof, as of the Payment Date the Issuer will own 163,169,872 shares, equal to 15.581% of its own share capital.
It is noted that, during the period from the date of the Offer Document to the present, the Offeror has not made, either directly or indirectly, any purchases of CIR shares outside the Offer.
Fulfillment of the Conditions for the Offer to be Effective
In compliance with the provisions of the Offer Document, the effectiveness of the Offer is not conditioned upon reaching a minimum number of tendering.
It is noted that on December 16, 2024, the Offeror announced that the Conditions for the Offer to be Effective have been fulfilled.
Therefore, the Offer is effective.
Payment of the Consideration
The Price, equal to Euro 0.61 per each Share tendered in acceptance of the Offer and actually collected at the end of the latter shall be paid to the Tenders on December 20, 2024, i.e., the fifth Stock Exchange Trading Day after the date of the end of the Acceptance Period, in return for the transfer of ownership of the Shares tendered in favor of the Offeror.
The payment of the Price for the Shares tendered and actually collected at the end of the Acceptance Period shall be made in cash.
The Offer Price will be paid by the Offeror, through the Intermediary Appointed to Coordinate the Collection of the Tenders, to the Appointed Intermediaries, who will transfer the funds to the Depositary Intermediaries so that they can transfer them to the Tenderers according to the instructions provided by the same Tenderers (or by their agents) on acceptance of the Offer and the procedures specified therein.
The Offeror’s obligation to pay the Price due for the Shares tendered under the Offer will be considered as fulfilled when the relative funds are credited to the Appointed Intermediaries. Therefore, the risk that the Appointed Intermediaries or the Depositary Intermediaries fail to transfer or delay payment of the funds is borne exclusively by the Tenderers.
On the Payment Date the Intermediary Appointed to Coordinate the Collection of the Tenders will transfer the total of the Shares tendered in acceptance of the Offer to a securities account in the name of the Offeror.
As from the Payment Date the Tenderers under the Offer will no longer be able to exercise patrimonial rights (such as, for example, option rights and dividend rights) or administrative rights (such as voting rights) on the Shares tendered.
For further information, please refer to the Offer Document and the Tender Form, available on the corporate website of the Company at the address www.cirgroup.com in Section “Governance/voluntary partial public tender offer for CIR’s own shares”.
Press Release pursuant to Article 36 of the Issuers’ Regulation – Fulfillment of the Effectiveness of the Conditions of the Offer
Milan, December 16, 2024 – With reference to the voluntary partial public offer for the purchase promoted by CIR S.p.A. – Compagnie Industriali Riunite (“CIR” or the “Offeror” or the “Issuer”) pursuant to Articles 102 et seq. of Legislative Decree No. 58 of February 24, 1998, as subsequently amended and supplemented (“TUF”), and Article 37 of the Regulation adopted by Consob with resolution no. 11971 of May 14, 1999, as subsequently amended and supplemented (the “Issuers’ Regulation”), concerning a maximum of 131,147,541 no-par value shares of CIR S.p.A., as per the press release published on October 11, 2024, by CIR in its capacity as the Offeror (the “Offer”), the Offeror announces that, as of today, the Conditions for the Offer to be Effective, referred to in Section A, Paragraph A.1 of the offer document approved by Consob with resolution no. 23321 of November 20, 2024 (the “Offer Document”) have been fulfilled.
In light of the above, the Offer shall be deemed fully effective.
Please note that the Press Release on the Definitive Results will be published within 7:29 AM on December 19, 2024.
For further information regarding the Offer, reference is made to the Offer Document, which contains a detailed description of the terms and conditions of the Offer, available to the public along with the subscription form for consultation at the registered office of CIR in Milan, Via Ciovassino, no. 1, as well as at the Intermediary Appointed to Coordinate the Collection of the Tenders, Società per Amministrazioni Fiduciarie “SPAFID” S.p.A., and at the offices of the Appointed Intermediaries, BNP Paribas, Italy Branch, and EQUITA SIM S.p.A., Milan, as well as on the Issuer’s website at www.cirgroup.it in the “Governance/Voluntary Partial Public Tender Offer” section.
Press Release pursuant to Article 36 of the Issuers’ Regulation – Preliminary results of the voluntary partial public tender offer
Subscriptions equal to 164,431,035 shares, allocation approximately 79.76%
Based on the preliminary data available at the close of the offer period, the voluntary partial public tender offer (OPA) launched by CIR for 131,147,541 own shares of the Company has collected subscriptions for a total of 164,431,035 shares. Given that the maximum number of shares set by the offer has been exceeded, the allocation will proceed with a temporarily calculated coefficient of 79.76%.
In light of the preliminary data, CIR will hold own shares equal to approximately 15.58% of the share capital.
Milan, December 13, 2024 – With reference to the voluntary partial public tender offer launched by CIR S.p.A. – Compagnie Industriali Riunite (“CIR” or the “Offeror” or the “Issuer“) pursuant to Articles 102 et seq. of Legislative Decree No. 58 of February 24, 1998, as subsequently amended and supplemented (“TUF“) and to article 37 of the Consob Regulation no. 11971 of 1999, as subsequently amended and integrated (the “Issuers’ Regulation”), concerning a maximum of 131,147,541 shares with no nominal value of CIR S.p.A., as disclosed in the press release issued on October 11, 2024 by CIR in its capacity as the offeror (the “Offer“), the Offeror announces that today the offer period (the “Offer Period”) has ended.
The terms used with an initial capital letter in this press release, unless otherwise defined, have the meanings assigned to them in the offer document approved by Consob, pursuant to Article 102, paragraph 4, of the TUF with resolution No. 23321 of November 20, 2024 (the “Offer Document”).
The Offer was promoted for a maximum of 131,147,541 CIR shares (the “Shares”) listed on the Telematic Stock Market (identification codes: ISIN IT0000070786, XXITV0000172, XXITV0000180, and ISIN IT0005241762). The consideration for each share tendered in the Offer and purchased is €0.61.
According to the provisional results of the Offer communicated by Spafid – Società per Amministrazioni Fiduciarie “SPAFID” S.p.A., as the Intermediary in charge of Coordinating Subscription Collection, the number of shares tendered in the Offer during the Offer Period is 164,431,035 shares, equal to approximately 125.38% of the shares subject to the Offer and approximately 15.70% of the Issuer’s share capital.
Since, based on the provisional results of the Offer, the number of shares tendered in the Offer exceeds the number of shares subject to the Offer, the shares tendered will be allocated using the “pro-rata” method, according to which the Offeror will purchase the same proportion (equal to the Allocation Coefficient) of such shares from each shareholder who tendered their shares to the Offer.
Based on the provisional results of the Offer, the provisional Allocation Coefficient is 79.76%.
For the Offer to be effective the following conditions must be met:
(A) that by the close of the Stock Exchange Trading Day after the end of the Acceptance Period none of the following has occurred (i) exceptional events or situations at national and/or international level involving serious changes to the political, financial, economic, foreign exchange or market situation that had not already taken place as of the Date of the Offer Document and which have substantially prejudicial effects on the Offer, on the conditions of the businesses and/or on the patrimonial, economic and/or financial conditions of CIR and/or of the companies belonging to the CIR Group, or (ii) actions, facts, circumstances, events or situations that had not taken place as of the date of publication of the Offer Document and such as to cause significant prejudice to the Offer, the conditions of the businesses and/or the patrimonial, economic or financial conditions of CIR and/or the CIR Group as stated in the Interim Financial Report as of June 30 2024, published on August 2 2024 (the “MAC Condition”); and/or
(B) that by the close of the Stock Exchange Trading Day after the end of the Acceptance Period, no legislative or administrative acts or measures (including mandatory tender offers as per Art. 106 et seq. of the TUF) or judicial measures have been adopted and/or published by the competent institutions, entities or authorities, such as to preclude, limit or render more onerous, in full or in part, or even temporarily, the possibility for CIR and/or the CIR Group to complete the Offer;
((A) and (B), together, the “Conditions for the Offer to be Effective“).
The fulfillment or non-fulfillment of the Conditions for the Offer to be Effective or the possible decision to waive them will be disclosed in the press release that the Offeror will issue by 7:29 AM on December 17, 2024, while the final results of the Offer and the definitive Allocation Coefficient will be disclosed in the press release the Offeror will issue by 7:29 AM on December 19, 2024, i.e., the Open Market Day before the Payment Date, pursuant to Article 41, paragraph 6, of the Issuers’ Regulation, on CIR’s website (www.cirgroup.it in the dedicated “Governance/Public Tender Offer” section) and by other methods as required by Article 38, paragraph 2, of the Issuers’ Regulation.
It is noted that, during the period from the date of the Offer Document to the present, the Offeror has not made, either directly or indirectly, any purchases of CIR shares outside the Offer.
The consideration due to the holders of shares tendered in the Offer during the Offer Period and purchased, amounting to €0.61 per share, will be paid to the participants on December 20, 2024, corresponding to the fifth Open Market Day following the end of the Offer Period, in exchange for the simultaneous transfer of ownership rights on such shares to the Offeror.
Since, based on the provisional data of the Offer, the Issuer would acquire 131,147,541 shares, and considering the 32,022,506 own shares held by CIR at the Offer Document Date, amounting to 3.058% of CIR’s share capital, as a result of and due to the Offer, the Offeror would hold a total of 163,170,047 own shares, equal to approximately 15.58% of the share capital. The final number of shares purchased may vary following rounding calculations of the shares purchased from each Offer participant, as indicated the Offer Document.
Press release pursuant to article 38, paragraph 2, of the Issuers’ Regulation – Publication of the Offer Document
- Price per share offered: Euro 0,61
- Acceptance Period: from 8.30 a.m. (Italian time) on November 25 2024 to 5.30 p.m. (Italian time) on December 13 2024, inclusive (unless the Acceptance Period is extended)
- Date of payment of the price offered: December 20 2024
Milan, November 22, 2024 – With reference to the voluntary partial public tender offer launched by CIR S.p.A. – Compagnie Industriali Riunite (“CIR” or the “Offeror” or the “Issuer“) pursuant to Articles 102 et seq. of Legislative Decree No. 58 of February 24, 1998, as subsequently amended and supplemented (“TUF“) and to article 37 of the Consob Regulation no. 11971 of 1999, as subsequently amended and integrated (the “Issuers’ Regulation”), concerning a maximum of 131,147,541 shares with no nominal value of CIR S.p.A., as disclosed in the press release issued on October 11, 2024 by CIR in its capacity as the offeror (the “Offer”), it is announced that Consob, with resolution No. 23321 of November 20, 2024, has approved the Offer document filed with Consob on October 29, 2024 and re-filed on November 12, 2024 and November 13, 2024 (the “Offer Document“) pursuant to Article 102, paragraph 4, of the TUF.
It is also informed that the Offer Document, which contains a detailed description of the terms and conditions of the Offer as well as the procedures for participation, is being published today and made available to the public, together with the acceptance form, for consultation at the registered office of CIR in Milan, via Ciovassino, No. 1, as well as at the Intermediary in charge of coordinating the collection of acceptances, Società per Amministrazioni Fiduciarie “SPAFID” S.p.A., in Foro Buonaparte 10, 20121 Milan, and at the offices of the Intermediaries BNP Paribas, Italy Branch, Piazza Lina Bo Bardi 3, 20124 Milan, and EQUITA SIM S.p.A. Via Turati 9, 20121 Milan, as well as on the Issuer’s website at www.cirgroup.it in the “Governance/ Voluntary partial tender offer for CIR’s own shares” section.
It is further noted that, because the Offer is promoted by CIR, and therefore the Offeror and the Issuer are the same, the Issuer’s press release pursuant to Article 103, paragraph 3, of the TUF and Article 39 of the Issuers’ Regulation is not attached to the Offer Document.
The main elements of the Offer, as described in more detail in the Offer Document, are as follows:
Shares eligible for tender.
The maximum number of 131,147,541 shares eligible for tender, which represent, as of the date of the Offer Document, 12.524% of CIR’s share capital. All shares (identification codes: ISIN IT0000070786, XXITV0000172, XXITV0000180, and ISIN IT0005241762), except for 32,022,506 treasury shares held by CIR as of the date of the Offer Document, representing 3.058% of the ordinary share capital, are eligible for tender subject to the Offer and may therefore be tendered.
Consideration
The consideration is €0.61 per share and will be paid to the participants on the fifth trading day following the closing of the acceptance period, i.e., December 20, 2024 (unless extended), upon the simultaneous transfer of full ownership of the shares tendered. In the case of full acceptance of the Offer, the total disbursement will amount to €80,000,000.01 million.
Conditions for the Offer to be effective
For the Offer to be effective the following conditions must be met: (A) that by the close of the Stock Exchange Trading Day after the end of the Acceptance Period none of the following has occurred (i) exceptional events or situations at national and/or international level involving serious changes to the political, financial, economic, foreign exchange or market situation that had not already taken place as of the Date of the Offer Document and which have substantially prejudicial effects on the Offer, on the conditions of the businesses and/or on the patrimonial, economic and/or financial conditions of CIR and/or of the companies belonging to the CIR Group, or (ii) actions, facts, circumstances, events or situations that had not taken place as of the date of publication of the Offer Document and such as to cause significant prejudice to the Offer, the conditions of the businesses and/or the patrimonial, economic or financial conditions of CIR and/or the CIR Group as stated in the Interim Financial Report as of June 30 2024, published on August 2 2024 ( the “MAC Condition”); and/or
(B) that by the close of the Stock Exchange Trading Day after the end of the Acceptance Period, no legislative or administrative acts or measures (including mandatory tender offers as per Art. 106 et seq. of the TUF) or judicial measures have been adopted and/or published by the competent institutions, entities or authorities, such as to preclude, limit or render more onerous, in full or in part, or even temporarily, the possibility for CIR and/or the CIR Group to complete the Offer;
((A) and (B), together, the “Conditions for the Offer to be Effective“).
The MAC Condition also specifically includes any of the events or situations listed in points (i) and (ii) above that could occur as a result of, or in connection with, the Russia-Ukraine political-military crisis, the Arab-Israeli conflict in the Middle East and the Red Sea crisis or other international tensions (including China-USA political-military tensions) which, although they represent events in the public domain as of the Date of the Offer Document, could give rise to adverse effects, in the terms set out above, that are new, unforeseen and unforeseeable.
The Offeror may waive or change all or part of the terms of the Conditions for the Offer to be Effective at any time and at its sole discretion within the limits and according to the procedures set out in Article 43 of the Rules for Issuers.
The Offer is not conditional upon reaching a minimum level of acceptances.
Acceptance Period
Pursuant to Article 40, second paragraph, of the Issuers’ Regulation, the acceptance period for the Offer, agreed upon with Borsa Italiana S.p.A., will begin at 8:30 AM on November 25, 2024, and end at 5:30 PM on December 13, 2024, inclusive, unless extended. Therefore, December 13, 2024 will be the last day to accept the Offer, unless extended.
Pro-Rata Allocation
If, at the end of the Acceptance Period, the total number of shares tendered is higher than the maximum number of the shares eligible for tender (and the Conditions for the Offer to be Effective have been met or waived), the allocation will be made on a “pro-rata” basis, meaning the Offeror will purchase the same proportion (the “Allocation Coefficient“) of shares from all shareholders who tendered shares.
If the shares tendered by a single shareholder are identified by different identification codes, in order to safeguard the positions matured in relation to the possibility of exercising increased voting rights, in the event of a pro-rata Allocation, the Offeror will take shares from each tenderer according to the following order of priority:
- first, shares identified by ISIN code IT0000070786;
- second, shares awaiting registration in CIR’s stable shareholders’ register, identified by code XXITV0000172;
- third, shares registered in CIR’s stable shareholders’ register and awaiting the increased vote, identified by code XXITV0000180;
- fourth, shares with the increased vote, identified by ISIN code IT0005241762.
In any case, should shares be returned due to pro-rata Allocation, the participant will have the right to have returned shares with the same rights and/or faculties (such as, for example, increased voting rights under Article 127-quinquies of the TUF, or the right to obtain the increased vote, or the right to be registered in CIR’s stable shareholders’ register) that would have applied in the case of non-participation in the Offer.
Press release pursuant to article 36 of the Issuers’ Regulation – Approval of the Offer Document
Milan, November 20, 2024 – With reference to the public partial cash tender offer (the “Offer”), promoted by CIR S.p.A. (the “Offeror”) pursuant to articles 102 et seq. of the Legislative Decree no. 58 of February 24, 1998, as subsequently amended and integrated (“TUF”), and to article 37 of the Consob Regulation no. 11971 of 1999, as subsequently amended and integrated (the “Issuers’ Regulation”) on maximum amount of 131,147,541 shares of the Offeror, without nominal value and fully paid up, following the press releases concerning the suspension and the re-opening of Consob’s investigation period, issued, pursuant to art. 38, par. 1, of the Issuers’ Regulation respectively on November, 4 and on November 13 2024 it is announced that Consob, by Resolution n. 23321 of November 20, 2024, has approved, pursuant to article 102 paragraph 4 of the TUF and to article 37-bis of the Issuers’ Regulation, the Offer document (the “Offer Document”).
Acceptance period
The acceptance period, agreed with Borsa Italiana S.p.A., pursuant to Article 40, paragraph 2, of the Issuers’ Regulation, will start at 8:30 AM (Italian time) on November, 25 2024, and close at 5:30 PM (Italian time) on December, 13 2024, (first and last days included), unless otherwise extended.
Therefore, December, 13 2024 will be the closing date of the acceptance period of the Offer, unless extensions in compliance with applicable law, and the payment date of the Shares tendered to the Offer will be on the fifth stock market trading day following the closing of the acceptance period, i.e. December, 20 2024 (the “Payment Date”).
Consideration
The Offeror will pay a consideration equal to Euro 0,61 for each share tendered to the Offer.
The Offer Document will be filed with Consob and will be made available to the public for consultation at the registered office of CIR CIR in Milan, via Ciovassino, n.1 and at the premises of the intermediary appointed to coordinate the collection of acceptances, of the appointed intermediaries and on CIR’s corporate website www.cirgroup.com “Governance/Voluntary partial public tender offer for CIR’s own shares”.
The making available to the public of the Offer Document will be promptly disclosed to the market.
* * *
Pending the publication of the Offer Document, please refer to the notice pursuant to Article 102, paragraph 1, of the TUF, published on October 11, 2024, on CIR’s corporate website (www.cirgroup.com), which contains a detailed description of the essential elements of the Offer.
Results of the option and pre-emption offer of shares subject to withdrawal
Milan, November 13th, 2024 – CIR S.p.A., announces that the period for the option and pre-emption offer, pursuant to article 2437-quater, paragraph 2, of the Italian Civil Code, ended on November 8th , 2024.
The offer, for a total of no. 187,872 CIR shares (Shares), representing 0.018% of the Company’s share capital, was addressed to the shareholders who did not exercise, their withdrawal right resulting from the approval of the proposed enhancement of the Company’s increased voting rights mechanism by the Shareholders’ Meeting (Offer).
Results of the Offer
In the context of the Offer, based on a ratio of no. 1 Share for every 5,400 option right held, option rights were exercised for no. 121,019 Shares, and pre-emption rights were exercised for the purchase of no. 3,350,811 Shares.
Given that the number of Shares for which the pre-emption right was exercised exceeded the number of residual Shares (i.e., the shares in respect of which the option rights have not been exercised), the residual Shares were distributed among all entitled parties in proportion to the number of option rights held by each of them. Accordingly, all no. 187,872 Shares were purchased by virtue of the exercise of option and pre-emption rights for a total of Euro 102,465.39, at a price of Euro 0.5454 per Share.
Fratelli De Benedetti S.p.A. (the majority shareholder) exercised its option and pre-emption rights for the residual Shares to which it was entitled, purchasing a total number of no. 119,870 Shares, for a total countervalue of approximately Euro 65,377.10.
Terms and methods of payment
The price of the Shares will be paid and the Shares purchased will be credited and transferred on November 20 th, 2024 through the Monte Titoli system via the depositary intermediaries, without requiring any action from the shareholders who exercised their withdrawal rights or from the shareholders who exercised their option and pre-emption rights (provided that the latter have first made the funds required to pay for the shares purchased available to their intermediaries).
As a consequence, since there are no unsold Shares, the liquidation procedure foreseen by Italian law will be completed as soon as the price is paid and the Shares are credited and transferred.
Press release pursuant to article 38, paragraph 1, of the Issuers’ Regulation – Re-opening of the review period
Milan, November 13th, 2024 – In relation to the offer document filed with Consob on October 29, 2024, (the “Offer Document”) concerning the public partial cash tender offer (the “Offer”), promoted by CIR S.p.A. (the “Offeror”) pursuant to articles 102 et seq. of the Legislative Decree no. 58 of February 24, 1998, as subsequently amended and integrated (“TUF”), and to article 37 of the Consob Regulation no. 11971 of 1999, as subsequently amended and integrated (the “Issuers’ Regulation”) the Offeror – following the press release of November 4, 2024, concerning the suspension of the review period for the approval of the Offer Document by Consob – informs that, on the date hereof, Consob has ordered, pursuant to article 102, paragraph 4, of TUF, the re-opening of the review period, effective as of November 13th, 2024. The review period will expire on November 21st, 2024.
Press release pursuant to article 38, paragraph 1, of the Issuers’ Regulation – Filing of the offer document – Suspension of the investigation period
Milan, November 4, 2024 – In relation to the offer document filed with Consob on October 29, 2024, (the “Offer Document”) concerning the public partial cash tender offer (the “Offer”), promoted by CIR S.p.A. (the “Offeror”) pursuant to articles 102 et seq. of the Legislative Decree no. 58 of February 24, 1998, as subsequently amended and integrated (“TUF”), and to article 37 of the Consob Regulation no. 11971 of 1999, as subsequently amended and integrated (the “Issuers’ Regulation”) the Offeror announces that on November 4, 2024, Consob requested certain additional information, ordering the suspension of the investigation period for the approval of the Offer Document until such additional information is provided and, in any event, for a period not exceeding 15 days from November 4, 2024.
The reopening of the investigation period will be promptly disclosed to the market pursuant to article 38, paragraph 1, of the Issuers’ Regulation.
Press release pursuant to article 37-ter, paragraph 3, of the Issuers’ Regulation – Filing of the offer document
Milan, 29 October 2024 – With reference to the public partial cash tender offer (the “Offer”), promoted by CIR S.p.A. (the “Offeror”) pursuant to articles 102 et seq. of the Legislative Decree no. 58 of February 24, 1998, as subsequently amended and integrated (“TUF”), and to article 37 of the Consob Regulation no. 11971 of 1999, as subsequently amended and integrated (the “Issuers’ Regulation”) on maximum amount of 131,147,541 shares of the Offeror, without nominal value and fully paid up, it is announced that, pursuant to article 102 paragraph 3 of the TUF and to article 37-bis of the Issuers’ Regulation, on the date hereof, the Offeror filed with the CONSOB the Offer document (the “Offer Document”).
The Offer Document shall be published upon completion of the preliminary investigation carried out by CONSOB pursuant to article 102, paragraph 4, of the TUF.
Pending the publication of the Offer Document, please refer to the notice pursuant to Article 102, paragraph 1, of the TUF, published on October 11, 2024, on CIR’s corporate website (www.cirgroup.com), which contains a detailed description of the essential elements of the Offer.
Sogefi: results for first nine months of 2024
Revenues: -4.6% at € 766.7 million
EBIT: significantly increased to € 38.0 million (€ 25.3 million in the first nine months of 2023)
Net profit from ongoing operations € 15.1m (€8.3m in the first nine months of 2023)
Net income reached €149.5 million, reflecting the impact of the sale of the Filtration business
Free Cash Flow generated from ongoing operations positive for € 19.4 million (- € 7.1 million in the first nine months of 2023)
Free cash flow from Filtration of € 321.8 million
Debt, excluding IFRS 16, decreased to €16.1 million from €192.7 million at the end of September 2023, following the payment of €136.7 million in dividends
***
Milan, 25 October 2024 – The Board of Directors of Sogefi S.p.A., chaired by Monica Mondardini, convened today to approve the group’s interim management report as of 30 September 2024.
Sogefi, a company of the CIR Group, ranks among the world’s leading manufacturers of automotive components, specializing in the Air and Cooling and Suspensions sectors.
MARKET PERFORMANCE
In Q3 2024, world car production significantly slowed, declining by 4.6% compared to Q3 2023. The European market’s weakness, with a 5.2% drop already evident in the first half of the year, was exacerbated by substantial declines in the NAFTA region, down 4.7%, and in China, down 2.6%. These regions had previously shown stability or slight growth in the first half of the year.
Following the negative results in the third quarter, global car production declined by 1.6% in the first nine months of 2024 compared to the same period in 2023. During the nine-month period, China and India experienced growth of +2% and +4.5%, respectively, while Europe, NAFTA, and Mercosur experienced declines of -4.9%, -0.8%, and -0.6%, respectively.
S&P Global (IHS) expect a 2.2% decrease in global production for the entire year of 2024 in comparison to 2023. China and Mercosur are expected to maintain their current levels, while NAFTA is expected to experience a minor decline of -1.4%. Europe is expected to experience a 6.3% decline, which is slightly higher than the decline observed in the first nine months.
SOGEFI’S PERFORMANCE SUMMARY IN THE FIRST NINE MONTHS OF 2024:
The figures for Filtration are reported in conformance with IFRS 5, which means that only the net result of the business is recorded under the category of “profit from discontinued operations or held for sale” following the divestment in May 2024. The operating data discussed below pertain exclusively to the scope of ongoing operations, excluding Filtration. The net profit (loss) and free cash flow are presented for ongoing operations, discontinued operations, and total operations.
Revenue performance was affected by market volatility during the first nine months of 2024, leading to a 4.6% decline compared to the same period in 2023. Despite this, operations showed a significant increase in profitability:
- With an EBITDA margin of 12.6%, EBITDA reached €96.7 million, marking a 14.6% increase compared to the same period in 2023;
- EBIT increased from €25.3 million in the first nine month of 2023 to €38.0 million. The EBIT margin increased to 5.0% of revenues from 3.1% in the first none months of 2023;
- Net income from continuing operations totalled €15.1 million, compared to €8.3 million in the first half of 2023;
- Free cash flow from operations was positive at €19.4 million, compared to a cash absorption of €7.1 million in the first nine months of 2023.
As outlined in the Half-Yearly Financial Report, the discontinued operations reported the following outcomes:
- net profit of €136.4 million, including the effects of the sale, such as the capital gain, tax charges and transaction costs;
- free cash flow of € 321.8 million.
Overall, in the first nine months of 2024, the Group reported:
- net profit of € 149.5 million (net of minority interests)
- free cash flow of € 341.2 million
As of 30 September 2024, net debt stood at €62 million (€16.1 million excluding rights of use, in line with IFRS 16), marking a decrease from €266.1 million as of 31 December 2023. This reduction follows the distribution of an ordinary dividend of €23.7 million and an extraordinary dividend of €109.6 million to shareholders of Sogefi S.p.A.
RESULTS FOR THE FIRST NINE MONTHS OF 2024
Revenues by geographical area
Revenues by business sector
Suspensions experienced a 6.2% decline in revenues, influenced by adverse trends in the European market, affecting both the passenger car and heavy-duty segments, with the latter seeing a 10.4% decrease in Europe. Conversely, notable growth was observed in China, with a 35.3% increase, and a strong performance was recorded in Mercosur.
Air and Cooling reported a 2.3% decline in revenues (1.5% at constant exchange rates), with Europe showing a positive performance of 3.8%, defying the overall market decline. However, revenues decreased in North America due to product mix issues and in China due to a local production drop by some customers.
EBITDA reached €96.7 million, reflecting a 14.7% increase compared to the first nine months of 2023 (€84.4 million), despite a slight decrease in volumes. The EBITDA margin rose from 10.5% in 2023 to 12.6% in the same period of 2024.
Despite the reduction in volumes, the positive trend in profitability is primarily due to an increase in the contribution margin, which accounted for 29.3% of sales, up from 26.9% in the first nine months of 2023; this increase reflects the gradual decline in raw material and energy costs.
In spite of the decrease in turnover, the fixed costs as a percentage of revenue remained at 15.7%, essentially unchanged from 2023 (15.6%). This was primarily due to the reduction of fixed costs from € 126.3 million to € 120.5 million.
EBIT totalled € 38.0 million, compared to € 25.3 million in first half 2023, and the ratio to revenue rose from 3.1% in the first half of 2023 to 5.0% in the same period of 2024. The increase reflects the improved profitability of the Suspension division and the good profitability of Air & Cooling, in an unfavourable market environment.
Financial expenses amounted to €11.7 million, reflecting a modest decrease compared to €12.4 million in the same period in 2023. Notably, cash financial expenses decreased from €12.2 million in 2023 to €10.7 million in the corresponding period of 2024. This reduction, occurring entirely since early June, is attributed to the decrease in debt following the sale of the Filtration business, despite the one-off charges associated with the early repayment of certain loans.
The tax expense totalled €11.2 million, compared to €4.6 million in the first half of 2023, reflecting the increased pre-tax profit.
The net income from operations was positive by € 15.1 million compared to € 8.3 million in the same period of the previous year.
The net result of ‘discontinued operations’ (Filtration) amounted to € 136.4 million, (€ 39.8 million in the first nine months of 2023). This amount includes the net income of the business as of the sale date on 31 May 2024, totalling €22.2 million, the capital gain from the sale of the Filtration business amounting to €124.5 million, the tax liabilities resulting from the transaction, and the expenses associated with completing the transaction.
The Group reported a total net profit of € 149.5 million, net of minority interests, compared to € 45.8 million in the first nine months of 2023.
Free Cash Flow was positive by € 341.2 million and includes a free cash flow of € 321.8 million from Filtration and € 19.4 million generated by ongoing operations, a clear improvement compared to the first nine months of 2023 (negative FCF of € 7.1 million).
The Group distributed dividends totaling €136.7 million, comprising €23.7 million classified as the Company’s ordinary dividend, €109.6 million designated as the Company’s extraordinary dividend, and €3.4 million allocated as dividends from investees to third-party shareholders.
Net debt at the end of September 2024 was € 62 million compared to net debt of € 266.1 million at the end of 2023.
Net debt excluding liabilities for right-of-use assets at 30 September 2024 amounted to € 16.1 million, compared to € 200.7 at 31 December 2023.
At 30 September 2024, the Group had committed credit lines in excess of requirements of € 187 million.
SUMMARY OF RESULTS FOR Q3 2024
At constant exchange rates, Air and Cooling declined by 6.0% and Suspension by 8.9%.
EBITDA reached €29.8 million, down from €32.0 million in Q3 2023, while the EBITDA margin remained stable at 12%. Excluding restructuring costs and other non-operating expenses, which totaled €5 million in Q3 2024 compared to €0.7 million in 2023, EBITDA for Q3 2024 would be €34.8 million, up from €32.7 million in the same period of 2023.
The contribution margin of 30.1% represents a significant improvement from the previous figure of 28.4% in Q3 2023. Furthermore, the fixed cost ratio was maintained at 15.7%, a decrease from 16.1% in Q3 2023, despite the decrease in turnover, as a result of the 10.8% decrease in fixed costs.
EBIT was positive at €10.2 million, compared to €11.5 million in Q3 2023. Excluding non-recurring charges, EBIT was €15.2 million, up from €12.2m in 2023.
Net income from operations totalled € 4.3 million, compared to € 4.7 million in third quarter 2023.
The consolidated net result t for the third quarter of 2024 was €3.7 million, down from €14.4 million in the same period of the previous year, which included a net result from ‘discontinued operations’ of € 10.5 million).
SIGNIFICANT EVENTS AFTER 30 SEPTEMBER 2024
BUSINESS OUTLOOK
Following the negative data from the third quarter, the outlook for the automotive market remains uncertain in the coming months. According to S&P Global (IHS), global car production may decrease by 2.2% in 2024 following the growth observed in 2023. Europe is expected to experience a 6.3% decline, NAFTA is expected to experience a 1.4% decline, while China and India are expected to experience modest growth.
In terms of commodity and energy prices, the initial months of 2024 have confirmed a degree of stability that was already evident in the latter half of 2023. However, volatility risks are still present, which are further exacerbated by geopolitical tensions. Inflationary tensions on labour costs also persist in some geographical areas.
Sogefi expects a decline in its annual revenues substantially in line with that recorded in the first nine months of the year. The company also confirms the target of an operating result in progression compared to that recorded in the 2023 financial year on the current perimeter, excluding any non-recurring charges and extraordinary events that are currently unforeseeable.
