Press releases

1021 Risultati trovati

January 5 2022 - 18:32 CET

Update of the key information contained in the FDB shareholders’ agreement

Milan, January 5 2022 – 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 5 January 2022 for the sole purpose of taking into account the changes in the financial instruments of FDB and 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/.

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October 22 2021 - 14:16 CEST

Sogefi: results higher in first nine months of 2021

Revenues at € 990.0 million: up by 20.9% at constant exchange rates on 9M 2020
Better performance than the market in all geographical areas

EBITDA margin at 14.6% of revenues higher than in first 9M of 2020 (11.8%) and 2019 (12.1%)

Net income from continuing operations € 24.3 million (loss of € 15.6 million in 9M 2020 and earnings of € 14.9 million in 9M 2019)

Positive Free Cash Flow of € 25.1 million (negative for € 55.6 million in 9M 2020 and for € 4.2 million in 9M 2019)

Milan, October 22 2021 – The Board of Directors of Sogefi S.p.A., which met today under the chairmanship of Monica Mondardini, has approved the Interim Financial Report of the group as of September 30 2021, as 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 three sectors: Air and Cooling, Filtration and Suspensions.

PERFORMANCE OF THE MARKET

After the rises reported in the first and in the second quarter (+15.7%, +48.3%), in the third quarter of 2021 global car production was weak and significantly lower than that of the same period of 2020 (-19.7%) in which there had been a strong recovery. This was due to the difficulties experienced in the sourcing of particular components, which slowed production and even led to the temporary shutdown of certain production facilities of the main producers worldwide.

In the first nine months of 2021 world car production did in any case report growth of 9.5% compared to the same period of 2020: +4.4% in Europe, +6.8% in NAFTA, +7.7% in China, +28.7% in Mercosur and +48.4% in India.

Lastly, despite the recovery, production volumes were still significantly lower than those before the spread of the pandemic in all geographical areas, with the sole exception of China. In fact world production in the first nine months of 2021 was 15.5% lower than that of the same period of 2019, with Europe reporting -27.6%, NAFTA -21.5%, Mercosur -23.3% and China substantially in line with 2019 (-1.8%).

SUMMARY OF SOGEFI’S RESULTS FOR 9M 2021

The Group reported a significant recovery in revenues, which rose by 19.4% compared to the first nine months of 2020, clearly outperforming the market. Compared to the same period of 2019, revenues posted -9.1%, versus a -15.5% fall in car production worldwide.

The recovery in revenues and the action taken to counter the impact of the crisis made it possible to close the first nine months of the year with:

EBITDA higher at 14.6% of revenues (11.8% in 9M 2020 and 12.1% in 9M 2019);
Net income from “continuing operations” of € 24.3 million, versus a loss of € 15.6 million in the same period of 2020;
Positive free cash flow of € 25.1 million (a negative € 55.6 million in the first nine months of 2020);
Net debt before IFRS 16 of € 267.4 million, lower than the figure at December 2020 (€ 291.3 million).

During the first nine months of the year commercial activity posted a positive performance.

The Air and Cooling division obtained important contracts in Europe, NAFTA and China for the supply of thermal management products for electric mobility, which incorporate a higher added value than the standard average value for traditional plastic products. More specifically, these were new contracts entered into with a premium German car maker for a new-generation electric platform and with two producers of electric commercial vehicles, one of which is pure electric while the other uses fuel cell technology.

The Filtration division obtained a significant number of contracts for the supply of air purification filters and two important contracts in NAFTA for transmission filters.

The Suspensions division obtained various contracts with new customers focusing exclusively on electric platforms.

REVENUES

In the first nine months of 2021 Sogefi’s revenues totalled € 990.0 million and were up by 19.4% at historical exchange rates and by 20.9% at constant exchange rates compared to the same period of 2020. After the increases of 5.2% in the first quarter and 94.5% in the second quarter, the third quarter closed with a decline in revenues of 3.8% at current exchange rates, compared to the market’s -19.7%. Revenues for the first nine months of 2021 were down by 9.1% compared to those of the first nine months of 2019.

Performance of revenues by geographical area

Revenues at constant exchange rates rose by 17.6% in Europe, by 13.6% in North America, by 19.4% in China and by 104.6% (72.3% at current exchange rates) in South America. Thus in all geographical areas Sogefi outperformed the market.

Performance of revenues by Business Unit

In the first nine months of 2021 the Air and Cooling and the Filtration Business Units reported a greater recovery in business activity compared to 2020 than that of the market, with revenues more or less in line with those of the corresponding period of 2019.

The growth in revenues of the Air and Cooling division (+20.5% at constant exchange rates and +19.8% at current exchange rates compared to the same period of 2020) was due not only to the market recovery by also to the development of its contract portfolio especially in China, where revenues at constant exchange rates have risen by 24.3% on the previous year.

The higher revenues of the Filtration division (+18.8% at constant exchange rates and +17% at current rates compared to the same period of 2020) reflect not only the trend of the market but also the strong recovery in India.

Lastly, the Suspensions Business Unit reported a 23.8% rise in revenues at constant exchange rates (+21.7% at current rates) compared to the first nine months of 2020, although business activity remains significantly lower than in the same period of 2019 (-20% at current exchange rates).

OPERATING RESULT AND NET RESULT

EBITDA came in at € 144.1 million, up from € 98.1 million in the first nine months of 2020 and € 131.5 million in the first nine months of 2019; gross profitability (EBITDA / Revenues %) rose to 14.6%, versus 11.8% in the first nine months of 2020 and 12.1% in the same period of 2019.

The higher profitability is the result of the rise in the contribution margin to 31.4% (29.8% in the first nine months of 2019 and 30.4% in the same period of 2020) and of the reduction of the impact of fixed costs on revenues to 16.4% (17.2% and 17.3% in the first nine months of 2019 and 2020 respectively). Fixed costs declined by 13.3%, compared to the first nine months of 2019, thanks to the action plans put in place.

Lower restructuring costs also contributed to the increase in EBITDA (€ 2.3 million versus € 12.2 million in the first nine months of 2020 and € 4.8 million in the same period of 2019).

The third quarter was affected by the weakness of volumes and the generalized increase in the cost of raw materials, particularly steel prices for the production of suspensions, which caused a reduction in the contribution margin that is destined to continue in the fourth quarter of the year.

EBIT came to € 49.4 million, compared to € 3.3 million in the same period of 2020 and € 41.9 million in the first nine months of 2019.

Financial expense, which totalled € 13.4 million, was lower than that of the same period of 2020 (€ 16.0 million), thanks to the reduction of the debt and to an item of non-recurring financial income of € 1.2 million; tax expense amounted to € 13.2 million, up from € 2.9 million in the previous year.

Net income from continuing operations came to € 24.3 million, versus a loss of € 15.6 million in the first nine months of 2020.

The net result of “discontinued operations and operations held for sale” was a loss of € 24.7 million (€ 8.2 million in the first nine months of 2020) and came from the sale of the filtration business in Argentina, which had a negative impact on the income statement of € 23.3 million, of which € 20.6 million from the reclassification of the exchange rate differences accrued by the subsidiary from equity to result for the year, which had no impact on liquidity or on equity.

The net result for the period was a loss of € 2.0 million, compared to a loss of € 23.2 million in the first nine months of 2020 and net income of € 8.3 million in the first nine months of 2019.

DEBT AND EQUITY

Free Cash Flow was a positive € 25.1 million, which compares with a cash absorption of € 55.6 million in the first nine months of 2020, the performance of which was of course anomalous because of the sharp contraction of business activity due to the Covid-19 pandemic.

Net financial debt before IFRS 16 amounted to € 267.4 million at September 30 2021, down from December 31 2020 (€ 291.3 million) and September 30 2020 (€ 299.0 million) and was close to being in line with September 30 2019 (€ 264.6 million).

Including the financial payables for rights of use, as per IFRS 16, the net debt figure at September 30 2021 stood at € 335.5 million, down from € 358.1 million at December 31 2020 and € 374.5 million at September 30 2020.

At September 30 2021 the Group had committed credit facilities in excess of its requirements for € 265.0 million (after repaying its convertible bond of € 100.0 million in May 2021).

At September 30 2021 shareholders’ equity, excluding minority interests, came to a total of € 168.3 million (€ 133.0 million at December 31 2020).

SUMMARY OF 2021 THIRD QUARTER RESULTS

In the third quarter of 2021 Sogefi reported a decline in revenues of 3.8% (-4% at constant exchange rates) compared to the third quarter of 2020, to € 316.6 million, after seeing growth of 5.2% in the first quarter and of 94.5% in the second quarter. The group’s revenues were affected by the market trend which involved a 19.7% fall in production in the third quarter. The group’s performance, however, was considerably better than that of the market.

EBITDA came to € 35.8 million, down from € 45.9 million in the third quarter of 2020 and € 44.7 million in the same period of 2019. The reduction in EBITDA reflects the weakness of revenues due to the market scenario and to the reduction in the contribution margin (from 30.8% in third quarter 2020 to 28.4% in third quarter 2021) because of the higher cost of raw materials, which particularly affected the results of the Suspensions Business Unit. Negotiations are in progress with customers to adjust selling prices to the current cost of raw materials.

EBIT was positive for € 2.1 million versus € 14.8 million in the third quarter of 2020.

The net result of continuing operations was a loss of € 2.1 million, which compares with net income of € 5.2 million in the third quarter of 2020.

The net result of “discontinued operations and operations held for sale” was a loss of € 21.2 million (net income of € 0.3 million in third quarter 2020), of which € 20.6 million came from the reclassification of the exchange rate differences accrued by the Argentinian subsidiary from shareholders’ equity to result for the year, which had no impact on liquidity or equity.

The consolidated net result for the third quarter of 2021 was a loss of € 23.4 million, versus net income of € 5.6 million in the previous year.

IMPACT OF COVID-19 ON THE BUSINESS

In the first nine months of 2021, despite the continuing pandemic crisis, the effects on the market in which the Company operates were less severe than those recorded for the first nine months of 2020 and consisted of a general weakness in demand, which was still lower than in the same period of 2019, especially in Europe (-27.6%) and NAFTA (-21.5%).

During the first nine months of 2021, the Sogefi Group continued to apply all the rules for health and safety in the workplace with the aim of reducing the risk of contagion. These include social distancing, the use of individual protection systems and measures to limit the presence of personnel in the workplace, with staff working from home.

SIGNIFICANT EVENTS THAT HAVE OCCURRED SINCE SEPTEMBER 30 2021

No significant events have taken place since the close of the period.

OUTLOOK FOR THE YEAR

Visibility as to the market trend in the next few months remains low mainly due to the continuing uncertainty about the evolution of the pandemic and the macroeconomic situation.

There are also specific critical issues relating to the generalized increase in the prices of the main raw materials and their availability, as well as logistic difficulties involving transportation and sourcing from Asian markets.

Given this scenario, IHS has revised its estimates for world production down, forecasting that fourth quarter 2021 will be down by approximately 20% on the same period of 2020, with Europe at -24.9%, NAFTA at -16.8% and China at -19.6%.  Therefore, for the whole year 2021 production should be in line with that of 2020 (+0.3%) but still around 16% lower than that of 2019. The expected recovery of volumes after the fall reported in 2020 is therefore forecast by IHS to take place in 2022, the year in which IHS is projecting growth of 10.6%.

For the fourth quarter of 2021, Sogefi expects the market to remain weak, in line with IHS projections, and pressure on commodity prices (steel, plastic and paper) to continue with possible negative effects on the contribution margin. To mitigate these effects the Group has already launched resourcing initiatives, has taken commercial action and adopted measures to reduce labour costs.

Provided there are no extraordinary circumstances or events that are not at present foreseeable, Sogefi confirms the view it expressed in the publication of its results for first half 2021, i.e. for the full year it expects to achieve an operating result at least equal to that reported for 2019.

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August 5 2021 - 08:01 CEST

Final results of the voluntary partial public tender offer promoted by CIR

Milan, August 5 2021 – With reference to the voluntary partial public tender offer promoted by CIR S.p.A. – Compagnie Industriali Riunite (“CIR” or the “Offeror” or the “Issuer”) pursuant to Article 102 and following articles of Legislative Decree no. 58 of February 24 1998, as subsequently amended and supplemented (the “TUF”), for a maximum of 156,862,745 ordinary shares of the Issuer with no par value (the “Offer”), the Offeror hereby announces the final results of the same.

Capitalized terms not otherwise defined in this press release have the same meaning assigned to them in the tender offer document approved by Consob with resolution no. 21898 of June 15 2021 and published on June 17 2021 (the “Offer Document”).

The Tender Offer was launched on a maximum of 156,862,745 of the Issuer’s Shares listed on the MTA, identified by the identification codes (i) ISIN IT0000070786, (ii) XXITV0000172, (iii) XITV0000180 and (iv) ISIN IT0005241762, amounting to 12.282% of the Issuer’s share capital. The Purchase Price for each Share tendered to the Offer and purchased is equal to Euro 0.51.

Definitive results of the Offer and Allocation Coefficient

On the basis of the definitive results of the Tender Offer, communicated by UniCredit Bank AG, as the Intermediary Appointed to Coordinate the Collection of the Tenders, 205,782,739 Shares were tendered during the Acceptance Period, equal to approximately 131.2% of the Shares Eligible for Tender and approximately 16.1% of the Issuer’s share capital.

During the Acceptance Period the Offeror did not make any purchases, either directly or indirectly, of CIR’s ordinary Shares outside of the Tender Offer.

On the basis of the definitive results of the Offer, the Allocation Coefficient is 76.227% and on application of the said coefficient after rounding up/down, on the Payment Date the Offeror will purchase 156,861,838 Shares, corresponding to 12.282% of the share capital, for a total amount of Euro 79,999,537.38.

Taking into account the 156,861,838 Shares that the Offeror will purchase on completion of the Offer and the 22,675,049 CIR Shares already held by the same as of today (down from the 23,415,324 own Shares held by the Issuer at July 28 2021 after the assignment of Shares to beneficiaries of stock grant plans approved by the Issuer on exercise by the said beneficiaries of units that vested on August 2 2021), on the outcome and as an effect of the Tender Offer CIR will be holding a total of 179,536,887 Shares, equal to approximately 14.057% of the Issuer’s share capital and, therefore, a number of Shares amounting to less than one fifth of the share capital.

The Conditions for the Offer to be Effective have been met and the Offer is thus effective

In accordance with the terms of the Offer Document, the effectiveness of the Offer is not dependent on reaching a minimum number of acceptances.

It should be remembered that on August 1 2021 the Offeror announced that the Conditions for the Offer to be Effective stated in the Offer Document had been fulfilled.

The Offer is therefore effective.

Payment of the Price

On the Payment Date, i.e. August 6 2021, corresponding to the sixth Trading Day after the end of the Acceptance Period, the Offeror will take from each Tenderer a number of Shares resulting from the product of (a) the number of Shares tendered in acceptance of the Offer and (b) the Allocation Coefficient, rounding the result down to the nearest whole number of Shares.

If the Shares tendered under the Offer by a single Shareholder are identified by different ISIN codes, in order to safeguard the positions matured in relation to the possibility of exercising increased voting rights, in the event of an Allocation process the Offeror will take the Shares from each Tenderer according to the following order of priority:

(i) First, the Shares identified by ISIN code IT0000070786 will be taken;

(ii) Second, the Shares awaiting registration in CIR’s stable shareholders book, identified by ISIN code XXITV0000172 will be taken;

(iii) Third, the Shares recorded in CIR’s stable shareholders book awaiting increased voting rights, identified by ISIN code XXITV0000180 will be taken;

(iv) Fourth, the Shares with Increased Voting Rights, identified by ISIN code IT0005241762 will be taken.

The shares remaining after the Allocation will be made available to the Tenderers by the close of the first Stock Exchange Trading Day after the publication of this press release.

Payment of the price of the Offer will be made by the Offeror in cash, 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 the latter can pay the Tenderers in accordance with the instructions provided by the same Tenderers (or by their agents) when they accepted the offer and following the procedures specified in the same.

The Offeror’s obligation to pay the price due for the Shares tendered under the Offer will be considered as fulfilled at the moment when the relative funds are credited to the Appointed Intermediaries. Therefore, the risk that the Appointed Intermediaries or the Depositary Intermediaries may not transfer the funds to the Tenderers with entitlement or may delay payment of the same will be borne exclusively by the Tenderers.

The Price is net of stamp duty, registration tax or the Italian tax on financial transactions, where due, and of fees, commissions and costs for which the Offeror will remain liable. However, any income tax, withholding tax or substitute tax, where due, on any capital gain that may be realized, will remain the responsibility of the Tenderers.

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August 1 2021 - 21:00 CEST

Satisfaction of conditions precedent

Milan, August 1 2021 – 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 and following of Legislative Decree no. 58 of February 24, 1998, as amended and supplemented (“TUF”), for a maximum number of 156,862,745 shares with no par value (the “Tender Offer”), the Offeror hereby announces the following.

Capitalized terms not otherwise defined in this press release have the same meaning ascribed to them in the tender offer document filed with Consob on May 31, 2021, re-filed on June 10, 2021 and on June 14, 2021 and approved by Consob pursuant to Article 102, paragraph 4, of the TUF by resolution No. 21898 of June 15, 2021 (the “Tender Offer Document”).

The Tender Offer was launched on a maximum number of 156,862,745 Issuer’s Shares, listed on the MTA, identified by the identification codes (i) ISIN IT0000070786, (ii) XXITV0000172, (iii) XITV0000180 and (iv) ISIN IT0005241762, amounting to 12.282% of the Issuer’s share capital.

Pursuant to paragraph A.1 of the Tender Offer Document, it should be noted that the effectiveness of the Tender Offer was subject to (A)the non-occurrence, by the first Trading Day following the end of the Acceptance Period, of (i) extraordinary events or situations at a national and/or international level involving serious changes in the political, financial, economic, currency or market situation not already determined as at the date of publication of the Tender Offer Document and that have a materially detrimental effect on the Tender Offer, on the conditions of the business and/or on the economic and/or financial conditions (ii) acts, facts, circumstances, events or situations not already determined as at the date of publication of the Tender Offer Document and such as to have a materially detrimental effect on the Tender Offer, on the terms and conditions of the business and/or on the equity, economic or financial position of CIR and/or the CIR Group, as resulting from the consolidated financial statements for the year 2020 and/or (B) the non-adoption and/or non-publication, by the first Trading Day after the end of the Acceptance Period, by institutions, bodies or authorities having jurisdiction, of any legislative, administrative (including tender offer obligations under Articles 106 and following of the TUF) or judicial act or measure that would preclude, limit or make more onerous, in whole or in part, even on a transitional basis, the possibility for CIR and/or the CIR Group to carry out the Tender Offer ((A) and (B), jointly, the “Conditions to the Effectiveness of the Tender Offer”). The Offeror may waive, or amend the terms of, at any time and at its sole discretion, in whole or in part, the Conditions to the Effectiveness of the Tender Offer within the limits and according to the procedures set out in article 43 of the Rules for Issuers.

The Offeror announces that the Conditions of Effectiveness of the Tender Offer have been satisfied, since none of the adverse events set out in the Conditions of Effectiveness of the Tender Offer has occurred.

In accordance with the Tender Offer Document, please finally note that the Tender Offer is not conditional upon a minimum number of Shares being tendered.

The final results of the Tender Offer and the Allocation Coefficient will be announced in the press release that will be disclosed by the Offeror by 7:59 a.m. of August 5, 2021, i.e. the Trading Day prior to the Payment Date, pursuant to Article 41, paragraph 6, of the Rules for Issuers, on CIR’s website (www.cirgroup.it in the dedicated area “Governance/Partial voluntary tender offer”) and in accordance with the other procedures provided for under Article 38, paragraph 2, of the Rules for Issuers.

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July 29 2021 - 20:43 CEST

Provisional results of the voluntary public tender offer: 205.8 million shares tendered, allocation coefficient approx. 76.2%

PROVISIONAL RESULTS OF THE VOLUNTARY PARTIAL PUBLIC TENDER OFFER PROMOTED BY CIR S.P.A. CONCERNING A MAXIMUM OF 156,862,745 ORDINARY SHARES OF CIR S.P.A.

205.8 million shares tendered, allocation coefficient approx. 76.2%

Based on the provisional results available at the end of the Offer Period, the tender offer launched by CIR on 156.9 million own shares gathered tenders for a total of 205.8 million shares. Given that the maximum number of shares subject to the Offer was exceeded, a pro-rata allocation will take place, based on a coefficient that is provisionally calculated at 76.2%.

Given the above provisional results, CIR will hold approximately 14.1% of its own share capital.

Milan, July 29 2021 – With reference to the voluntary partial public S.p.A. – Compagnie Industriali Riunite (“CIR” or the “Offeror” or the “Issuer”) pursuant to Articles 102 and following of Legislative Decree no. 58 of February 24, 1998, as amended and supplemented (“TUF”), for a maximum number of 156,862,745 shares with no par value (the “Tender Offer”), the Offeror hereby announces that today the acceptance the Tender Offer (the “Acceptance Period”) has come to an end.

On the basis of the provisional results of the Tender Offer, communicated by UniCredit Bank AG, as Intermediary in Charge of Coordinating the Collection of Acceptances, no. 205,782,739 Shares were tendered to the Tender Offer during the Acceptance Period, equal to approximately 131.2% of the Shares Subject to the Tender Offer and to approximately 16.1% of the Issuer’s share capital.

Based on the provisional results of the Tender Offer, since the number of Shares tendered to the Tender Offer exceeds the Maximum Number of Shares Subject to the Tender Offer, the Shares tendered to the Tender Offer will be allocated in accordance with the Allocation Mechanism, i.e. on a pro-rata basis, according to which the Offeror will purchase from each Shareholder who tendered his/her Shares to the Tender Offer the same proportion (equal to the Allocation Coefficient) of such Shares.

Given the provisional results of the Tender Offer, the provisional Allocation Coefficient is 76,2%.

Please note that the effectiveness of the Tender Offer is subject to (A)the non-occurrence, by the first Trading Day following the end of the Acceptance Period, of (i) extraordinary events or situations at a national and/or international level involving serious changes in the political, financial, economic, currency or market situation not already determined as at the date of publication of the Tender Offer Document and that have a materially detrimental effect on the Tender Offer, on the conditions of the business and/or on the economic and/or financial conditions (ii) acts, facts, circumstances, events or situations not already determined as at the date of publication of the Tender Offer Document and such as to have a materially detrimental effect on the Tender Offer, on the terms and conditions of the business and/or on the equity, economic or financial position of CIR and/or the CIR Group, as resulting from the consolidated financial statements for the year 2020 and/or (B) the non-adoption and/or non-publication, by the first Trading Day after the end of the Acceptance Period, by institutions, bodies or authorities having jurisdiction, of any legislative, administrative (including tender offer obligations under Articles 106 and following of the TUF) or judicial act or measure that would preclude, limit or make more onerous, in whole or in part, even on a transitional basis, the possibility for CIR and/or the CIR Group to carry out the Tender Offer ((A) and (B), jointly, the “Conditions of Effectiveness of the Tender Offer”).

The Offeror may waive, or modify in terms, at any time and at its sole discretion, in whole or in part, the Conditions of Effectiveness of the Tender Offer within the limits and according to the procedures set out in article 43 of the Rules for Issuers.

The fulfilment or non-fulfilment of the Conditions of Effectiveness of the Tender Offer or any decision to waive them will be announced in the press release that will be disclosed by the Issuer by 7:59 a.m. on August 2, 2021, while the effectiveness, the final results of the Tender Offer and the final Allocation Coefficient will be announced in the press release that will be disclosed by the Offeror by 7:59 a.m. of August 5, 2021, i.e. the Trading Day prior to the Payment Date, pursuant to Article 41, paragraph 6, of the Rules for Issuers, on CIR’s website (www.cirgroup.it in the dedicated area “Governance/Partial voluntary tender offer”) and in accordance with the other procedures provided for under Article 38, paragraph 2, of the Rules for Issuers.

The Purchase Price due to the shareholders holding the Shares tendered to the Tender Offer during the Acceptance Period and purchased, equal to Euro 0.51 per Share, will be paid to the tendering shareholders on August 6, 2021, corresponding to the sixth Trading Day following the end of the Acceptance Period, against the simultaneous transfer of ownership rights of such Shares to the Offeror.

Given that, on the basis of provisional figures relating to the Tender Offer, the Issuer would acquire 156,862,745 Shares, and taking into account the 23,415,324 Shares of CIR held by the Offeror as of today, corresponding to 1.8% of the share capital of CIR, the Offeror will hold the overall number of 180,278,069 Shares, equal to approximately 14.1% of the share capital of the Issuer, as a result of the Tender Offer.

During the Acceptance Period, the Offeror did not make any purchases, either directly or indirectly, of CIR’s Shares outside of the Tender Offer.

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July 28 2021 - 15:59 CEST

Exercise of 3,293,537 units relating to the stock grant plans of CIR S.p.A. and corresponding assignation of 3,293,537 shares of CIR S.p.A.

Milan, July 28 2021 – With reference to the partial voluntary public tender offer launched by CIR S.p.A. – Compagnie Industriali Riunite (“CIR” or the “Offeror” or the “Issuer”) as per the terms of Article 102 and following articles of Legislative Decree no. 58 of February 24 1998 as subsequently amended and supplemented (the “TUF”), for a maximum of 156,862,745 shares without a nominal value (the “Offer”), as per the offer document filed with Consob on May 31 2021, filed again on June 10 2021 and on June 14 2021 and approved by Consob in accordance with the terms of Article 102, fourth paragraph, of the TUF with resolution no. 21898 of June 15 2021 (the “Offer Document”), it is hereby announced that on July 26 2021 the Chief Executive Officer of the Issuer, Ms Monica Mondardini, and Mr Michele Cavigioli, Executive of the Issuer (together, the “Beneficiaries”), exercised a total of 3,293,537 of the units assigned to them and vested, under certain stock grant plans approved by the Issuer. Of these, 3,244,657 unitswere exercised by the Chief Executive Officer under the Issuer’s stock grant plan for the year 2015.

On exercise of the said units, which took place on July 26 2021, the Beneficiaries were assigned a total of 3,293,537 own shares previously held in the portfolio of the Issuer. It should also be noted that today the above Beneficiaries tendered all of the 3,293,537 shares from the exercise of the units in acceptance of the Offer, each in accordance with his or her entitlement.

The exercise of the said units involves, inter alia: (i) a change in the number of own shares held by the Issuer compared to the number indicated in the Offer Document, which decreases from 26,708,861 to 23,415,324, (ii) a corresponding increase in the number of the Issuer’s shares in circulation from 1,250,498,453 to 1,253,791,990 and (iii) a change in the data indicated in the Offer Document in relation to the “Percentage of the Voting Capital” and the “Percentage relevant for a Mandatory OPA (tender offer)” as defined therein.

It should also be noted that the increase in the total number of shares that can be tendered in acceptance of the Offer means a change in the minimum allocation coefficient compared to that stated in the Offer Document. In particular, if all of the CIR shares were tendered, except for the 392,851,536 shares held as of today by F.lli De Benedetti S.p.A. (which has informed the Issuer of its intention not to accept the Offer) and the 23,415,324 own shares held as of today by CIR, the minimum allocation coefficient would be 18.22% (instead of the 18.29% stated in the Offer Document).

For further information regarding the exercise of the units and the corresponding assignation of the Issuer’s shares to the Beneficiaries, see the internal dealing disclosures published on the Company’s website on July 27 2021.

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July 26 2021 - 17:29 CEST

CIR: results for first half 2021

Revenues at € 1,007.9 million, up by 23.5% on first half 2020; EBITDA at € 172.3 million (€ 100.1 million in first half 2020).
Positive net result of € 21.6 million (€ -30.4 million in first half 2020); reduction of consolidated net debt before IFRS 16 to € 41.4 million (€ 100.0 million at December 31 2020).
Net financial position of the parent company positive for € 405.0 million, up from December 31 2020 (€ 391.7 million).

Milan, July 26 2021 – The Board of Directors of CIR S.p.A., which met today under the chairmanship of Rodolfo De Benedetti, has approved the Semi-Annual Financial Report as of June 30 2021 presented by Chief Executive Officer Monica Mondardini.

Consolidated Results

In the first half of 2021 business recovered significantly compared to the first half of 2020, although the levels reported before the spread of the pandemic have not yet been reached.

The Group’s consolidated revenues amounted to € 1,007.9 million, posting a rise of 23.5% on the first half of 2020, during which the effects of the Covid-19 pandemic were particularly significant for all of the group’s businesses. Revenues were in line with those of first half 2019 (+0.4%) but were 8.3% lower on a like-for-like basis.

The consolidated gross operating margin (EBITDA) came to € 172.3 million (€ 100.1 million in the first half of 2020) which represented 17.1% of revenues, compared to 12.3% in 2020.

The net result was a positive € 21.6 million (after a loss of € 30.4 million in the first half of 2020).

Consolidated net debt before IFRS 16 totalled € 41.4 million at June 30 2021, lower than at December 31 2020 (€ 100.0 million) and at June 30 2020 (€ 285.6 million). Financial debt for rights of use, as per IFRS 16, amounted to € 802.3 million and thus total consolidated net deb came to € 843.7 million. IFRS16 liabilities refer mainly to the subsidiary KOS (€ 736.4 million), which operates principally in leased premises.

The net debt of the subsidiaries before IFRS 16 declined to € 446.4 million (€ 491.7 million at December 31 2020 and € 682.8 million at June 30 2020).

The net financial position of the Parent Company (including the subsidiaries devoted to financial management) was a positive € 405.0 million at June 30 2021, higher than at December 31 2020 (€ 391.7 million) and at June 30 2020 (€ 397.2 million).

The Group’s equity stood at € 801.4 million (€ 771.0 million at December 31 2020) and the increase was mainly due to the net income for the period.

KOS

KOS’ business activity was heavily impacted by the consequences of the pandemic. During the first half of 2021, the vaccination campaign cut the number of infections drastically, reducing them to virtually zero in the care homes for the elderly, making it possible for the relatives of the guests to visit again, complying with the health and safety protocols. The climate of enhanced confidence led to new entries and from May onwards to an increase in the total number of presences.

In the first half of 2021, revenues came in at € 325.5 million and were up by 4.9% compared to the same period of 2020.

In the nursing homes in Italy (RSAs) revenues were significantly lower than those reported for the first half of 2020 and the first half of 2019, as the number of guests during the period was considerably lower than that recorded in previous years because of the circumstances caused by the pandemic over the course of the last 18 months, i.e. the freeze or slowdown of new entries.

In the German nursing homes the impact of the pandemic was considerably less in medical terms and thus the reduction in the number of guests was also less pronounced than in Italy; moreover, state aid limited the economic impact of the pandemic. Revenues for the first half were slightly higher than those for the first half of 2020.

In the Italian rehabilitation and acute care facilities, where in first half 2020 there had been a decline in the number of patients because of the slowdown in normal hospital activity, there was a good recovery, albeit to levels below those of 2019. There was also an increase in laboratory and testing services and, more specifically, KOS has been strongly committed to carrying out screening activities for controlling the spread of the pandemic. Revenues were higher than those of the same period of 2020 and 2019, thanks partly to the contribution of the new facilities acquired in 2020.

EBIT came in at € 20.9 million versus € 13.7 million in 2020. The result for 2021 has benefited from non-recurring income (approximately € 12 million) in the form of capital gains realized on the sale of certain real-estate properties. Operating profitability remains depressed because of the consequences of the pandemic, particularly the decline in the number of guests in the RSAs, the different mix of services provided in the rehabilitation units and the higher costs for personnel and protective measures. During the first half of the year KOS, in conjunction with the Regional Health Services, devoted six facilities to care for Covid-19 patients, suspending the provision of its core services and incurring the cost of adapting and converting personnel and premises.

KOS posted a net result for the period of breakeven (€ 0.4 million), versus a loss of € 2.1 million in the first half of 2020.

Free cash flow was positive for € 15.3 million, with a cash inflow of € 33.2 million from the sale of properties, and investments made in the development of new facilities of approximately € 9.0 million.

Net debt, excluding the payables resulting from application of IFRS 16, stood at € 185.5 million at June 30 2021, down from € 200.7 million at December 31 2020 and € 356.2 million at June 30 2020, before the sale of Medipass. Total debt including the payables as per IFRS 16 amounted to € 921.8 million.

Sogefi

In the first half of 2021 world car production posted growth of 29.2% (+15.5% in the first quarter and +48.6% in the second quarter) compared to the first half of 2020, during which, as is well known, there was an unprecedented fall in production caused by Covid-19. However, this growth has made it possible to recover the decline of 2020 only in part and production volumes are still lower than those prior to the spread of the pandemic (-12.6% compared to first half 2019).

Sogefi has reported revenues 34.9% higher than those of the first half of 2020; compared to the first half of 2019, revenues came in at -9%, compared to the -12.6% of car production worldwide.

The recovery of business activity and the action put in place to counter the impact of the crisis made it possible to close the first half with EBIT of € 48.9 million (€ -12.0 million in the same period of 2020), net income of € 21.4 million (versus a loss of € 28.8 million in first half 2020), positive free cash flow of € 33.1 million (a negative € 64.0 million in the first half of 2020) and net debt before IFRS 16 of € 261.4 million, lower than at December and June 2020 (€ 291.3 million and € 327.0 million, respectively).

During the first half of the year commercial activity was positive: the Air and Cooling Division obtained important contracts in Europe, NAFTA and China for the supply of Thermal Management products for electric mobility and Filtration was awarded a significant number of contracts for the supply of Air Purification Filters and Transmission Filters, thus contributing to the diversification of platforms from combustion engines.

Negotiations are in progress for the sale of the Argentinian branch of Filtration. The sale is expected to generate a capital loss of € 2.8 million, which is already incorporated in the accounts at June 30 2021 in accordance with IFRS 5, and completion of the sale would have a further negative effect on the income statement of approximately € 21.0 million, of a purely accounting nature, because of the reclassification of the subsidiary’s exchange rate translation differences from shareholders’ equity to the result for the period, without any consequences for Sogefi’s equity.

Financial Management

Regarding the management of financial assets by the Holding Company, while in the first half of 2020 the markets suffered the effects of the Covid-19 pandemic, in the first half of 2021 the recovery already observed in the second half of the previous year continued for all assets classes; total net financial income of € 12.4 million was reported, with a return for the period of 2.6%. More specifically, the overall yield on highly liquid assets (shares, bonds, hedge funds) rose to 2.5%, while the remaining part of the portfolio (private equity, non-performing loans and minority shareholdings) had a return of 2.9%.

Lastly, in May 2021 the Board of Directors of CIR S.p.A. approved a resolution to launch a voluntary partial public tender offer (hereinafter the “PTO”), as per the terms of Articles 102 and following articles of the TUF, for a maximum of 156,862,745 shares of the same CIR S.p.A., equal to 12.282% of its share capital, at a price of € 0.51 per share, corresponding to a total amount of € 80.0 million. The subscription period of the PTO will end on July 29 2021, the preliminary results will be announced on the following day and payment will made to subscribers on August 6 2021.

Outlook for the year

Given the continuing uncertainty regarding the evolution of the pandemic, there is limited visibility as to the performance of the Group’s business activity over the coming months.

As far as KOS is concerned, provided there are no further waves of infection and limits on the acceptance of new guests (such as the need to isolate in the facility) or on the management of the facilities (such as stopping visits by relatives), activity is expected to increase gradually, confirming the trend already seen in May and June; as things stand at present, it is expected that there will not be a return to the levels of activity prior to the pandemic until at least next year.

As for the automotive market, IHS expects world production to show a limited decline (-3.4%) in the second half of the year compared to 2020 and, given the trend of the first half, it is forecasting growth for the full year of 10%, with a decline of -7.8% on 2019. Moreover, in the second part of 2021 tensions in the commodity markets (steel, plastic and paper) are expected to continue.

In this scenario, Sogefi confirms the view expressed in the publication of its results for first quarter 2021, i.e. for the full year it expects to achieve an operating result at least equal to that reported for 2019 and to return to profit, provided there are no extraordinary circumstances or events that are not at present foreseeable, and before the accounting effects of disposals.

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July 23 2021 - 16:24 CEST

Sogefi: results for first half 2021

RESULTS SHOW STRONG GROWTH IN FIRST HALF OF 2021

Revenues rise significantly to € 682.5 million (+38.5% at constant exchange rates) outperforming the market in all geographical areas

EBITDA at 16.1% of revenues, up from H1 2020 (10.3%) and H1 2019 (11.7%)

Net income at € 21.4 million after a loss in H1 2020 (€ -28.8 million) and higher than in H1 2019 (€ 6.9 million)

Free Cash Flow positive for € 33.1 million compared to absorption of € 64.0 million in H1 2020 and € 8.8 million in H1 2019

Milan, July 23 2021 – 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 June 30 2021 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 three sectors: Air and Cooling, Filtration and Suspensions.

In the first half of 2021 world car production grew by 29.2% compared to the first half of 2020, +15.5% in the first quarter and +48.6% in the second quarter. In 2020 there had been an unprecedented fall in production as an effect of the Covid-19 pandemic.

The recovery was seen in all of the main geographical areas. In Europe, NAFTA and Asia production rose by around 30% (28%, 32% and 31.6% respectively) and in Mercosur it was up by 63.3%.

In all geographical areas production volumes are still significantly lower than those prior to the spread of the pandemic with the exception of China. Indeed, compared to the first half of 2019, world production stood at -12.6% in the first half of 2021 with Europe posting -23.5%, NAFTA -19.7%, Mercosur -19.5% and China +1.6%.

During the first half of 2021, the Group kept in place all the health and safety rules for the workplace with the aim of reducing the risk of contagion. These rules involve social distancing, the use of personal protective equipment, and measures to limit the presence of personnel in the workplace by resorting to working from home.

The Group reported a significant recovery of revenues, which were up by +34.9% on the first half of 2020; compared to the first half of 2019, revenues posted -9%, compared to -12.6% for car production worldwide.

The recovery of revenues and the action taken to counter the impact of the crisis made it possible to close the first half with net income of € 21.4 million (versus a loss of € 28.8 million in the first half of 2020), positive free cash flow of € 33.1 million (a negative € 64.0 million in first half 2020) and net debt before IFRS 16 of € 261.4 million, lower than the figure at December 31 2020 (€ 291.3 million).

Commercial activity was positive during the first six months.

The Air and Cooling division has concluded important contracts in Europe, NAFTA and China for the supply of Thermal Management products for electric mobility (products for E-Thermal Management today represent approximately 50% of the ongoing requests for quotations).

Filtration has been awarded a significant number of contracts for the supply of Air Purification Filters and two important contracts in NAFTA for Transmission Filters. For the two product categories in question, numerous requests for quotations are in progress, confirming the validity of the strategy pursued by the Group, of developing new applications, to face the decline of diesel engines.

The company has continued to focus on the development of products for electric mobility and air purification and today it has in its portfolio a wide variety of Thermal Management products for electric mobility, which enable it to be ready to meet the new market demands potential applications.

REVENUES

In the first half of 2021 Sogefi’s revenues came in at € 682.5 million, posting growth compared to the same period of 2020 of 34.9% at historical and 38.5% at constant exchange rates (+ 9.3% in the first quarter and + 96% in the second quarter); revenues were, however, still 9% lower than in the first half of 2019.

Performance of revenues by geographical area

Revenues at constant exchange rates rose by 30.4% in Europe, by 40.3% in North America (+32.7% at current exchange rates) and by 36.3% in China, outperforming the market both in North America and in China.

Performance of revenues by Business Unit

The Air and Cooling and Filtration sectors reported a stronger recovery from 2020 than that of the market with revenues almost in line with those of the same period of 2019.

The growth of Air and Cooling compared to first half 2020 (+39.9% at constant exchange rates, +37.4% at current exchange rates) was due not only to the market recovery but also to the development of its contract portfolio particularly in China, where revenues at constant exchange rates rose by 43.6% compared to the previous year.

The increase in Filtration revenues compared to first half 2020 (+36.2% at constant exchange rates, +31.6% at current exchange rates) reflects the strong recovery in India as well as the trend of the market.

Lastly, Suspensions reported 39.8% growth in revenues at constant exchange rates (+36.3% at current rates), but business has remained significantly lower than the level seen in the same period of 2019 (-19.4% at current exchange rates).

OPERATING RESULT AND NET RESULT

EBITDA came in at € 110.0 million, up from € 52.1 million in the first half of 2020 and € 87.9 million in the first half of 2019; gross profitability (EBITDA / Revenues %) went up to 16.1% (versus 11.7% in first half 2019 and 10.3% in the same period of 2020).

The increase in profitability was due to the higher contribution margin of 31.3% (29.6% in the first half of 2019 and 30.2% in the same period of 2020), despite the tension in the market over the availability and the prices of raw materials, and to the ratio of fixed costs to revenues which declined to 16.4% (17.4% and 19.2% in first half 2019 and first half 2020). It should be noted that compared to the first half of 2019 fixed costs fell by 14.2%.

The positive effect of exchange rates also contributed to the increase in EBITDA (€1.3 million in 2021 versus € -1.4 million in the first half of 2020) as did the recognition of € 5.3 million of non-operating income.

EBIT came to € 48.9 million, compared to € -12.0 million in the same period of 2020 and € 27.9 million in the first half of 2019.

Financial expense, which totalled € 10.6 million, was in line with that of the same period of 2020 (€ 10.4 million), tax expense came to € 13.5 million, compared to tax income of € 1.0 million in the previous year, and the net result of discontinued operations and those held for sale was a negative € 3.3 million (€ -8.0 million in the first half of 2020). This last result includes the best estimate of the capital loss on the sale of the Argentinian subsidiary in the filtration division which at June 30 2021 was classified in “Assets held for sale” since, in the light of the negotiations in progress, a sale is highly probable to be completed within a year.

The Group reported net income of € 21.4 million versus a loss of € 28.8 million in the first half of 2020 and earnings of € 6.9 million in the first half of 2019.

DEBT AND EQUITY

Free Cash Flow was a positive € 33.1 million, which compares with an absorption of € 64.0 million in the first half of 2020, the performance of which was of course anomalous because of the sharp contraction of business activity due to the Covid-19 pandemic.

Net financial debt before IFRS 16 amounted to € 261.4 million at June 30 2021, which was lower than the figure at the close of 2020 (€ 291.3 million), at June 30 2020 (€ 327 million) and at June 30 2019 (€ 267.3 million).

Including the financial payables for rights of use, as per IFRS 16, the net debt figure at June 30 2021 totalled € 327.5 million, down from € 358.1 million at December 31 2020 and € 382.9 million at June 30 2020.

At June 30 2021 the Group had committed credit facilities in excess of its requirements of € 276.0 million (after repaying its convertible bond of € 100.0 million in May of this year).

At June 30 2021 shareholders’ equity, excluding minority interests, stood at € 168.9 million (€ 133.0 million at December 31 2020). The increase in equity of € 35.9 million, was higher than the net income for the period (€ 21.4 million) mainly because of the recognition of actuarial gains on the valuation of pension funds.

IMPACT OF COVID-19 ON THE BUSINESS

In the first six months of 2021, despite the continuing pandemic crisis, the effects on the market in which the Company operates were less severe than those recorded for the first half of 2020 and consisted of a general weakness in demand, which was still lower than in the same period of 2019 especially in Europe and NAFTA (-20% approximately), and the need to continue to apply measures giving a high level of protection.

SIGNIFICANT EVENTS THAT HAVE TAKEN PLACE SINCE JUNE 30 2021

Since the beginning of July negotiations have been underway for the sale of the Argentinian branch of Filtration. This sale is part of the strategy of refocusing the group’s Filtration business, which aims, on the one hand, to consolidate its position in Europe while at the same time pursuing growth in NAFTA, China and India.

The sale would generate a capital loss, estimated today at € 2.8 million, which is already included in the results at June 30 2021 in accordance with IFRS 5.

If the sale is completed it will have a negative impact of approximately € 21.0 million on the income statement for purely accounting reasons (with no cash impact), resulting from the reclassification from shareholders’ equity to the result for the period of the exchange rate differences of the subsidiary.

OUTLOOK FOR THE YEAR

Visibility as to the market trend in the next few months remains low, due to uncertainty about the evolution of the pandemic and macroeconomic and sectorial developments. There are also specific critical issues relating to the generalized increase in the main prices of raw materials and the availability of the latter, as well as logistic difficulties involving transport and sourcing from Asian markets.

For the second half of 2021, IHS expects world production to show a limited overall decline (-3.4%) compared to the second half of 2020: Europe -5.3%, NAFTA -0.5%, China -7% (an area that in the second half of 2020 had recorded an earlier and higher recovery than the other geographical areas). Therefore, for the full year 2021, IHS is forecasting growth of 10%, with a partial recovery of the fall seen in 2020, thus coming in at -7.8% on 2019. 

For the second half of 2021, pressure on commodity prices (steel, plastic and paper) is expected to continue. 

The group has launched resourcing activities and commercial actions to mitigate the negative effect that the evolution of raw material prices could have on the group’s contribution margin. 

Provided there are no extraordinary circumstances or events that are not at present foreseeable, Sogefi confirms the view it expressed in the publication of its results for first quarter 2021, i.e. for the full year it expects to achieve an operating result at least equal to that reported for 2019.

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June 17 2021 - 18:09 CEST

Tender Offer Document published

Purchase price per share: Euro 0.51.
Acceptance period: from 8:30 a.m. on June 21, 2021 to 5:30 p.m. on July 29, 2021, inclusive.
Payment date of the purchase price: August 6, 2021.
Approval by the Board of half-year financial results anticipated to July 26, 2021.

Milan, June 17 2021 – 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 and following of Legislative Decree no. 58 of February 24, 1998, as amended and supplemented (“TUF”), for a maximum number of 156,862,745 shares with no par value, referred to in the press release issued on May 10, 2021 by CIR in its capacity as offeror (the “Tender Offer”), notice is hereby given that Consob, by resolution no. 21898 of June 15, 2021, approved the tender offer document relating to the Tender Offer filed with Consob on May 31, 2021 and re-filed on June 10, 2021 and on June 14, 2021 (the “Tender Offer Document”) pursuant to Article 102, fourth paragraph, of the TUF.

Please also note that the Tender Offer Document, containing a detailed description of the terms and conditions of the Tender Offer as well as – among other things – the procedures for accepting the Tender Offer, is published today and made available to the public, together with the acceptance form, for consultation (i) at the registered office of CIR at Via Ciovassino 1, 20121 Milan; (ii) at the registered office of UniCredit Bank AG, Milan Branch (in its capacity as intermediary appointed to coordinate the collection of acceptances) at Piazza Gae Aulenti 4, Tower C, 20154 Milan; (iii) on the website of CIR (www.cirgroup.it in the dedicated area “Governance/Voluntary partial public tender offer”) and (iv) at the registered offices of BNP Paribas Securities Services – Succursale di Milano, EQUITA SIM S.p.A. Intermonte SIM S.p.A., SGSS S.p.A. (as appointed intermediaries).

Please also be aware that, in view of the fact that the Tender Offer is promoted by CIR and that therefore there is coincidence between the Offeror and the Issuer, the Tender Offer Document does not include a statement of the Issuer pursuant to Article 103, paragraph 3, of the TUF and Article 39 of the Rules for Issuers.

The main elements of the Tender Offer, as more extensively described in the Tender Offer Document, are set out below.

Shares subject to the Tender Offer. The maximum number of 156,862,745 CIR shares, with no par value, listed on the Italian Stock Exchange (Mercato Telematico Azionario), equal to 12.282% of the share capital of CIR. All the shares (identification codes: (i) ISIN IT0000070786, (ii) XXITV0000172, (iii) XXITV0000180 and (iv) ISIN IT0005241762), with the exclusion of the 26,708,861 treasury shares held by CIR as of the date of the Tender Offer Document, equal to 2.091% of the share capital of CIR. Please be aware that the maximum number of shares subject to the Tender Offer could be reduced, as a consequence of the direct and/or indirect purchase by the Offeror, of shares outside of the Tender Offer in accordance with the terms of Articles 41, paragraph 2, and 42, paragraph 2, of the Rules for Issuers.

Purchase price. The purchase price, equal to Euro 0.51 per share, will be paid to the tendering shareholders on the sixth trading day following the end of the acceptance period, i.e. on August 6, 2021 (unless extended), against the simultaneous transfer of full ownership of the tendered shares. Should all the no. 156,862,745 be tendered in the Tender Offer, the overall disbursement will be equal to Euro 80 million.

Conditions for the effectiveness of the Tender Offer. The effectiveness of the Tender Offer is subject to (A) the non-occurrence, by the first trading day following the end of the acceptance period, of (i) extraordinary events or situations at a national and/or international level involving serious changes in the political, financial, economic, currency or market situation not already determined as at the date of publication of the Tender Offer Document and that have a materially detrimental effect on the Tender Offer, on the conditions of the business and/or on the economic and/or financial conditions (ii) acts, facts, circumstances, events or situations not already determined as at the date of publication of the Tender Offer Document and such as to have a materially detrimental effect on the Tender Offer, on the terms and conditions of the business and/or on the equity, economic or financial position of CIR and/or the CIR Group, as resulting from the consolidated financial statements for the year 2020 and/or (B) the non-adoption and/or non-publication, by the first trading day after the end of the acceptance period, by institutions, bodies or authorities having jurisdiction, of any legislative, administrative (including tender offer obligations under Articles 106 and following of the TUF) or judicial act or measure that would preclude, limit or make more onerous, in whole or in part, even on a transitional basis, the possibility for CIR and/or the CIR Group to carry out the Tender Offer. The Offeror may waive, or modify in terms, at any time and at its sole discretion, all or part of the conditions for the effectiveness of the Tender Offer within the limits and according to the procedures set out in Article 43 of the Rules for Issuers. The Tender Offer is not conditional on reaching a minimum number of acceptances.

Acceptance period. Pursuant to article 40, second paragraph, of the Rules for Issuers, the acceptance period for the Tender Offer, agreed with Borsa Italiana S.p.A., will start at 8:30 a.m. on June 21, 2021 and will end at 5:30 p.m. on July 29, 2021, inclusive, unless extended. July 29, 2021 will therefore be the last day to accept the Tender Offer, unless extended. Furthermore, CIR decided to anticipate the approval and publication of half year 2021 consolidated financial results to July 26, 2021 (initially scheduled on July 30, 2021), to provide shareholders with such information before the end of the acceptance period (a separate press release has been issued today for the modification of the CIR corporate events calendar).

Allotment. In the event that the total number of shares tendered to the Tender Offer exceeds the maximum number of shares subject to the Tender Offer, the shares will be allotted according to the “pro-rata” method, on the basis of which the Offeror will acquire from all shareholders the same proportion of shares tendered to the Tender Offer. If the shares tendered to the Tender Offer by a single shareholder are identified by different identification codes, in order to protect the positions accrued in relation to the possibility to exercise the multiple voting rights, the shares will be allotted to the Offeror from each tendering shareholder in the following order of priority (i) in the first place, the shares identified by ISIN code IT0000070786 will be allotted to the Offeror; (ii) secondly, the shares awaiting registration in the permanent shareholders’ register of CIR, identified by code XXITV0000172, will be allotted to the Offeror; (iii) thirdly, the shares entered in the stable shareholders’ register of CIR and awaiting the vesting of the multiple vote, identified by the code XXITV0000180, will be allotted to the Offeror; (iv) fourthly, the shares with multiple vote, identified by the ISIN code IT0005241762, will be allotted to the Offeror. It is understood that, should the shares be returned to the tendering shareholders in the event of allotment, such shareholder shall be entitled to be given back shares with the same rights and/or faculties that they would have had if they had not tendered the shares.

Disclaimer. The Tender Offer is being made exclusively on the Italian stock exchange, the only market on which CIR’s shares are listed, and is addressed, indiscriminately and under the same conditions, to all the shareholders of the Issuer with the exception of the Issuer itself. The Tender Offer has not been and will not be promoted or disseminated in the United States of America, Canada, Japan and Australia, as well as in any other country in which such dissemination is not permitted without authorisation from the competent authorities or is in breach of local rules or regulations (the “Other Countries”), nor by using instruments of communication or international commerce (including, by way of example, the postal network, fax, telex, e-mail, telephone and internet) of the United States of America, Canada, Japan, Australia or of the Other Countries, nor through any structure or structure of the Tender Offer, including, without limitation, by post, facsimile, telex, electronic mail, telephone and internet) of the United States of America, Canada, Japan, Australia or the Other Countries, or through any facility of any financial intermediary of the United States of America, Canada, Japan, Australia or the Other Countries, or in any other manner. Copies of this press release, the Tender Offer Document, or portions thereof, as well as copies of any subsequent documents that the Offeror will issue in connection with the Tender Offer, are not and shall not be sent, nor in any way transmitted, or in any way distributed, directly or indirectly, in the United States of America, in Canada, in Japan, in Australia or in the Other Countries. Any person receiving the above documents shall not distribute, send or ship them in any way in the United States of America, Canada, Japan, Australia or the Other Countries. The Tender Offer Document does not constitute and shall not be construed as a tender offer addressed to persons residing in the United States of America, Canada, Japan, Australia or in the Other Countries. Subscription to the Tender Offer by persons residing in countries other than Italy may be subject to specific obligations or restrictions provided for by laws or regulations. It is the sole responsibility of the addressees of the Tender Offer to comply with such rules and, therefore, before accepting the Tender Offer, to verify their existence and applicability by contacting their consultants. Subscriptions to the Tender Offer in breach of the above limitations will not be accepted.

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June 17 2021 - 17:37 CEST

Update on 2021 calendar of events

Milan, June 17 2021 – CIR S.p.A. announces that the Board of Directors meeting to approve the Half-year Financial Report as of June 30 2021, initially scheduled for July 30 2021, will take place on July 26 2021.

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June 16 2021 - 09:55 CEST

Tender Offer Document approved by CONSOB

Milan, June 16 2021 – CIR S.p.A. – Compagnie Industriali Riunite (“CIR” or the “Offeror”) informs that Consob, with resolution no. 21898 of June 15 2021, pursuant to Article 102, paragraph 4, of Legislative Decree no. 58 of February 24, 1998, as amended and supplemented (“TUF”), approved the tender offer document (the “Tender Offer Document”) for the voluntary partial public tender offer (the “Tender Offer”) launched by CIR on a maximum number of 156,862,745 shares of CIR (the “Shares”). Pursuant to Article 40, paragraph 2, of the Rules for Issuers, the period of acceptance, agreed with Borsa Italiana S.p.A., will begin on June 21, 2021 at 8:30 am and will end on July 29, 2021 at 5:30 pm, inclusive (unless extended). The payment date of the purchase price, equal to Euro 0.51 per Share tendered to the Offer, will fall on August 6, 2021. The publication and the dissemination of the Tender Offer Document will be the subject of a subsequent press release pursuant to Article 38, paragraph 2, of the Rules for Issuers.

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May 31 2021 - 18:54 CEST

Tender Offer Document has been filed with CONSOB

Milan, May 31 2021 – With reference to the voluntary partial public tender offer launched by CIR S.p.A. – Compagnie Industriali Riunite (“CIR” or the “Company”), as per the terms of Articles 102 onwards of Legislative Decree no. 58 of February 24 1998 as subsequently amended and supplemented (“TUF”), to buy back a maximum of 156,862,745 CIR shares without indication of a nominal value, fully freed up (the “Shares”), listed on the Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A., all as stated in the press release issued on May 10 2021 by the Company as the Offeror, it is hereby announced that today CIR has filed with CONSOB the documentation relating to the offer in accordance with Article 102, paragraph 3, of the TUF and with Article 37-ter of the Rules for Issuers.

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May 26 2021 - 14:12 CEST

CIR: AGM minutes and Company Bylaws filed

Milan, May 26 2021 – CIR S.p.A. announces that the minutes of the Extraordinary and Ordinary General Meeting of the Shareholders held on April 30 2021 and the amended Bylaws are available on the authorized storage mechanism eMarket STORAGE (www.emarketstorage.com), at the Company’s registered office and on its website (www.cirgroup.it).

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May 21 2021 - 16:01 CEST

Sogefi: € 100 million equity-linked bond totally redeemed

Milan, May 21 2021 – Sogefi S.p.A. confirms that the above notes with a nominal value of 100 million euro, issued by the Company on May 21 2014 with maturity May 21 2021 (ISIN XS1069853247), have been totally redeemed in cash.

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May 10 2021 - 21:53 CEST

Voluntary public tender offer launched by CIR S.p.A. to buy back part of the shares of CIR S.p.A.

DISCLOSURE AS PER THE TERMS OF ARTICLES 102 OF LEGISLATIVE DECREE NO. 58 OF FEBRUARY 24 1998 AS SUBSEQUENTLY AMENDED (THE “TUF”), ARTICLE 37 OF THE RULES ADOPTED BY CONSOB WITH RESOLUTION NO. 11971 OF MAY 14 1999 AS SUBSEQUENTLY AMENDED AND SUPPLEMENTED (THE “RULES FOR ISSUERS”) AND ARTICLE 17 OF EU REGULATION NO. 596 OF APRIL 16 2014 (“MAR”).

VOLUNTARY PUBLIC TENDER OFFER LAUNCHED BY CIR S.P.A. TO BUY BACK PART OF THE SHARES OF CIR S.PA.

Milan, May 10 2021. As per the terms and effects of Article 102, paragraph 1, of the TUF and of Article 37 of the Rules for Issuers, CIR S.p.A. (the “Offeror” or the “Issuer” or “CIR” or the “Company”) announces its decision, approved today unanimously by the Board of Directors, to launch a voluntary public tender offer to buy, in accordance with the terms of Articles 102 and following articles of the TUF, a maximum of 156,862,745 shares of CIR S.p.A., shares without an indication of nominal value, fully freed up (the “Shares”), listed on the Mercato Telematico Azionario (“MTA”) organized and managed by Borsa Italiana S.p.A. (“Borsa Italiana”), equal to 12.282% of the share capital of CIR (the “Offer”).

The Offer is aimed without distinction at all holders of CIR shares and does not apply to the 26,708,861 own shares currently held by the Issuer, corresponding to 2.091% of its share capital, which are therefore excluded from the Offer.

The Offer is not subject to reaching a minimum number of subscriptions.

The Shares bought back by CIR under this Offer will not be subject to cancellation.

If the Offer is accepted for a number of shares in excess of the maximum number of Shares contained in the same Offer, the shares will be allocated proportionally so that CIR will buy the same percentage of the Shares being offered from each Shareholder taking part in the Offer as that of their original holding.

Pursuant to the terms of Article 102, paragraph 3, of the TUF, the Offeror will, within twenty days of this disclosure, send Consob the offer document (the “Offer Document”) for publication, and reference should be made to this document for further details of the Offer.

Below are the essential elements of the Offer and the purposes that it aims to achieve.

OFFEROR – ISSUER AND CONTROLLING ENTITY

OFFEROR – ISSUER

As the Offer is being launched by CIR, the issuer of the shares included in the Offer, the Offeror and the Issuer are the same entity.

CIR is a società per azioni (a public limited company) according to Italian law, with its registered office in Milan, Via Ciovassino 1, tax code, IVA number and registration number on the Milan Monza Brianza and Lodi Register of Companies: 01792930016, registered with the Milan R.E.A. as no. 1950090, a company active, even through its subsidiaries, in the sector of acquiring and managing controlling equity interests and financial assets.

The duration of the Company was established as until December 31 2050.

As of the date of this press release, the share capital of the Issuer stands at Euro 638,603,657, fully subscribed and paid up, and consists of 1,277,207,314 ordinary shares without indication of a nominal value.

CIR’s Company Bylaws provide for increased voting rights as per the terms of Art. 127-quinquies of the TUF; more specifically, Art. 8, as amended by the Extraordinary General Meeting held on April 29 2019, establishes that each share gives the right to two votes when all of the following conditions are met with: a) the same person or entity has had the voting entitlement on the strength of a real right giving such entitlement (full ownership with voting right, bare ownership with voting right or usufruct with voting right) for a continuous period of not less than 48 months; b) the presence of the condition as per a) above is attested by the continuous registration, for a period of no less than 48 months, in the list contained in the Stable Shareholders Book, specially set up for this purpose, which is held and updated by the Company.

The chart below shows the composition of the capital and voting rights published on May 4 2021, without prejudice to any updates in the supplementary document.

CIR’s ordinary shares are listed for trading on the MTA platform.

As of today, the Issuer has not issued any other categories of shares or bonds convertible into shares.

The chart below gives the figures relating to the main Shareholders of CIR (with interests equal to or above 5% of the share capital) based on the Shareholders Book and other information available to the Issuer as of the date of this disclosure.

No other parties are acting in conjunction with the Offeror in relation to the Offer and it should be noted that Rodolfo De Benedetti, Chairman of the Board of Directors of the Company and Chairman of the Board of Directors of its parent company F.LLI DE BENEDETTI S.p.A., directly and indirectly owns 16,497,569 shares and 16,497,569 voting rights of the Company (1.292% of the share capital, 0.974% of the voting capital and 0.963% of the voting rights as per Art. 44 bis , paragraph 4, letter b) of the Rules for Issuers, hereinafter, for the sake of brevity, “Percentage for the purposes of mandatory OPA”).

CONTROLLING ENTITY

As of the date of this disclosure, control of CIR as per the terms of Article 93 of the TUF is exercised by FRATELLI DE BENEDETTI S.p.A. («FDB»), with registered office in Turin, Via Valeggio. 41, a share capital of Euro 170,820,000 fully paid up, tax code and registration number on the Turin Register of Companies 05936550010.

The controlling shareholder as above owns 30.759% of the share capital and 45.256% of the voting capital (44.736% in terms of percentage for the purposes of mandatory OPA).

The controlling Shareholder has notified the Issuer of its intention not to accept the Offer.

It should be noted that on March 16 2021 a shareholder agreement (the “Agreement”), currently valid, was signed by Rodolfo De Benedetti, Marco De Benedetti, Edoardo De Benedetti (“Shareholders”), FDB and Margherita Crosetti, and contains clauses relevant to the terms of Art. 122, paragraphs 1 and 5, letters a), b), and c), of the TUF, regarding the shares of (i) FDB, controlling shareholder of the Offeror, and of (ii) CIR, i.e. the Offeror.

The Agreement binds the Shareholders, who together own 100% of the share capital of FDB, as well as Margherita Crosetti, as holder of usufruct with voting rights on part of the shares of FDB, and FDB itself, as holder of CIR shares.

The essential information regarding the Agreement was published, pursuant to Art. 130 of the Rules for Issuers, on the CIR website www.cirgroup.it, in the Governance section under Shareholder Agreements.

As far as CIR is aware, there are no other shareholder agreements relevant to the terms of Article 122 of the TUF concerning CIR shares.

CATEGORIES AND NUMBER OF SHARES PERTAINING TO THE OFFER

The Offer is aimed without distinction and at equal conditions to all shareholders of the Issuer and regards a maximum of 156,862,745 ordinary CIR shares, without a nominal value, with regular dividend rights, listed on the MTA, and which account for 12.282% of the share capital of CIR.

The Shares for which the Offer is accepted must be freely transferable to the Offeror and must be free of all constraints and any kind of real, obligatory or personal encumbrance.

As of the date of publication of this disclosure, CIR is holding 26,708,861 own shares representing 2.091% of the share capital, which are not included in the Offer.

In the event of the Offer being fully accepted and taking into account the shares already held by the Issuer in its portfolio as of today, CIR will own 183,571,606 own shares, corresponding to 14.373% of the share capital of the Issuer and thus a number of shares amounting to less than one fifth of the share capital.

It should be pointed out that if a holder of shares with increased voting rights should accept the offer for just a part of the said shares, the remaining shares in his or her possession will continue to have increased voting rights as per the terms of the law and of the Bylaws.

UNIT PRICE OFFERED AND TOTAL VALUE OF CIR’S OFFER

The Offeror will pay to each party who accepts the Offer a price of Euro 0.51 for each Share that accepts the Offer and is purchased (the “Price”).

The Price is to be understood as net of stamp duty, registration tax and the Italian tax on financial transactions, where due, and of any fees, commissions, withholding tax or substitute tax, where due, on the capital gain that may be realized, which will be the responsibility of those who accept the Offer.

The Price includes a premium of 2.78% over the official price of CIR ordinary shares recorded on May 7 2021 (the Stock Exchange trading day prior to the date on which the transaction is being disclosed to the market), and a premium of 7.10%, 5.76%, 9.49%, and 17.68% over the weighted average of the official prices of the shares of the Issuer in the periods of 1 month, 3 months, 6 months and 12 months prior to May 7 2021 respectively, as illustrated more effectively in the chart below.

The total consideration for the 156,862,745 Shares of the Offer is Euro 80,000,000.

Payment of the consideration to the persons or entities who accept the Offer with the transfer of ownership of the Shares being offered to the Offeror will take place on the fifth Stock Exchange trading day after the close of the period for accepting the Offer agreed upon with Borsa Italiana (the “Acceptance Period”), without prejudice to any deferrals or amendments to the Offer that could arise to comply with current requirements of law or regulations.

REASONS FOR THE TENDER OFFER

The Offer was drawn up taking the following circumstances into account: (i) the Company has for years had a considerable liquidity position; (ii) in 2020 the Company sold one of its controlling interests which, on the one hand, significantly increased its liquidity and, on the other hand, reduced the number of sectors in which it is present and thus its potential needs and/or investment opportunities; (iii) currently, the Company has liquidity in excess of its short and medium term investment programmes, given that its subsidiaries are able to self-finance their development; (iv) the Company has a significant amount of distributable reserves which are in any case sufficient for the transaction at the analysis stage.

The Offer would enable shareholders who intend to accept it – with equal conditions for all – to benefit from a temporary increase in the liquidity of their investment at a price that is certain and that would contain a premium over the average prices of the share in recent months.

For shareholders who decide not to accept the Offer, the buyback of own shares by the Company resulting from acceptance of the Offer would lead to an increase in the earnings per share (EPS) and the dividend per share, provided the total earnings remain unchanged. This would be the case even if the own shares bought back were not cancelled but remained in the Company’s portfolio because the dividend rights of own shares are allocated pro rata to the other shares, as per the terms of Art. 2357-ter, second paragraph, of the Civil Code.

From the Company’s viewpoint, the Offer can be considered a prudent investment of liquidity; indeed (i) the investment would be made a lower value than the intrinsic value of the shares and (ii) as long as the shares are kept in the portfolio, their purchase would not reduce the Company’s financial resources permanently as they could be used for possible acquisitions and/or the development of alliances.

INTENTION OF DELISTING THE FINANCIAL INSTRUMENTS OF THE OFFER

OBLIGATION TO BUY BACK SHARES AS PER THE TERMS OF ARTICLE 108, PARAGRAPH 2 OF THE TUF

The Offer consists of a voluntary partial public tender offer launched pursuant to Articles 102 and following articles of the TUF and is not aimed at, nor will it result in, the withdrawal of the ordinary shares of the Issuer from their listing on the MTA (delisting).

Therefore, in view of the nature of the Offer, the conditions for an obligatory buyback as per the terms of Article 108, paragraph 2, of the TUF do not exist.

RIGHT TO BUY BACK SHARES AS PER ARTICLE 111 OF THE TUF AND OBLIGATION TO BUY BACK SHARES AS PER ARTICLE 108, PARAGRAPH 1, OF THE TUF

The Offer is a voluntary partial tender offer launched in accordance with Articles 102 and following articles of the TUF and does not have the aim of delisting the ordinary shares of the Issuer from trading on the MTA market.

Therefore, in view of the nature of the Offer, the conditions do not exist either for the right to buy back own shares as per Article 111 of the TUF or for the obligation to buy back own shares as per Article 108, paragraph 1, of the TUF.

NON-APPLICABILITY OF THE OBLIGATION TO LAUNCH AN INCREMENTAL BUYBACK OF SHARES AS PER ARTICLE 106, PARAGRAPH 3, LETTER B), OF THE TUF AND ARTICLE 46 OF THE RULES FOR ISSUERS

The controlling shareholder FDB owns 392,851,536 CIR shares, representing 30.759% of the share capital of the Issuer and 45.256% of the voting rights that can be exercised at the General Meetings of the Shareholders (44.736% in terms of the percentage for the purposes of the mandatory OPA).

It should also be noted that Rodolfo De Benedetti, Chairman of the Board of Directors of the Company and of the Board of Directors of the shareholder F.LLI DE BENEDETTI S.p.A., directly and indirectly owns 16,497,569 shares and 16,497,569 voting rights of the Company.

In light of the decision taken by Fratelli De Benedetti S.p.A. not to accept the Offer, the percentage of its voting rights could increase as an effect of the acceptance of other shareholders.

FDB has also notified the Issuer that it is not interested in launching a Public Tender Offer for all of the shares and is committed for now, should it be necessary, to give up a sufficient number of its increased voting rights and in any case not to exercise any excess votes to the extent of reducing them, if as an effect of the Company’s buyback transaction, the conditions were to exist for an obligatory OPA.

It should also be pointed out that the increased vote mechanism adopted by the Company makes it impossible to predict with certainty the extent of any increases in the percentage of voting rights by the controlling shareholder, even in the event that the whole of the offer is accepted.

HOW THE OFFER WILL BE FINANCED

To provide financial cover for the Offer, which would be for a maximum amount of Euro 80,000,000, CIR intends to use part of the cash liquidity, some of which came from the sale of its interest in GEDI Gruppo Editoriale S.p.A. completed on April 23 2020, which can cover the entire amount.

The maximum amount of the Offer is lower than the Company’s distributable reserves, which at December 31 2020 amounted to Euro 96.5 million, in compliance with what is set out in the first paragraph of Art. 2357 of the Civil Code, which establishes that the buyback of own shares may take place within the limits of the distributable earnings and the available reserves resulting from the most recent financial statements regularly approved.

Since December 31 2020 no significant negative events have taken place.

CONDITIONS FOR THE OFFER TO TAKE EFFECT

To be effective the Offer is subject (A) to the non-occurrence by the end of the first Stock Exchange trading day after the end of the Acceptance Period of (i) any exceptional events or situations at national and/or international level involving important changes in the political, financial, economic, currency situation or any market change that had not arisen on the date of publication of the Offer Document and which could substantially prejudice the Offer, the conditions of the businesses and/or the patrimonial, economic and/or financial conditions of CIR and/or of the companies belonging to the CIR Group, or of (ii) acts, facts, circumstances, events or situations that had not arisen as of the date of publication of the Offer Document and which could substantially prejudice the Offer, the conditions of the businesses and/or the patrimonial, economic and/or financial conditions of CIR and/or of the companies belonging to the CIR Group as resulting from the most recent financial statements approved by the Issuer, and/or (B) to the competent institutions, entities or authorities not adopting and/or publishing, by the end of the first Stock Exchange trading day after the end of the Acceptance Period, any legislative or administrative acts or measures (including public tender offer obligations as per Articles 106 and following articles of TUF) or judicial measures that preclude, limit or make it more financially onerous totally or partially, even temporarily, for CIR and/or the CIR Group to complete the Offer ((A) and (B), jointly, the “Conditions of the Offer”).

The conditions stated in letter A above include the non-occurrence of events with the characteristics as above and that arise as a consequence of or in relation to the spread of the Covid-19 pandemic (which, although it is today a publicly acknowledged phenomenon, could have consequences that at present cannot be foreseen in any way on any area of the business), including as an example that is in no way exhaustive, a crisis, temporary suspension or closure of the financial markets and/or of production activities and/or of services that could have, or could reasonably have, prejudicial effects on the Offer and/or on the Issuer or on the companies that the latter controls.

The Offeror can waive or amend all or some of the terms of the Conditions of the Offer at any moment and with an indisputable decision within the limits and following the procedures contained in Article 43 of the Rules for Issuers.

The Offer is not subject to reaching a minimum number of acceptances.

DURATION OF THE OFFER

The Period of Acceptance of the Offer will be agreed upon with Borsa Italiana and will be between a minimum of 15 and a maximum of 40 trading days, as per Article 40, paragraph 2, letter b) of the Rules for Issuers, unless the Offeror gives notice of a deferral as per the terms of current legislative and regulatory rules.

NOTIFICATION OR APPLICATION FOR AUTHORIZATION REQUIRED BY APPLICABLE REGULATIONS

The Offer is not subject to authorization. The Annual General Meeting of the Shareholders held on April 30 2021 approved a resolution authorizing the buyback for a period of 18 months of a maximum of 225,000,000 (and in any case up to the legal limit) own shares following possible procedures, including the Offer at a price that must not be more than 15% higher or lower than the benchmark price recorded in the Stock Exchange trading session on the day before the day on which the purchase price is fixed (the AGM resolution is available on the website www.cirgroup.it in the Governance section).

WEBSITE FOR THE PUBLICATION OF PRESS RELEASES AND DOCUMENTATION RELATING TO THE OFFER

The press releases and the documents relating to the Offer will be available for consultation on the Issuer’s website www.cirgroup.it in the Governance section.

The press releases and the documents relating to the Offer will also be available for consultation at CIR’s registered office in Milano, Via Ciovassino 1.

APPLICABILITY OF EXEMPTIONS AS PER ARTICLE 101-BIS, PARAGRAPH 3, OF THE TUF

According to what is stated in Article 101-bis, paragraph 3, letter d) of the TUF, the rules of Articles 102 (Obligations of offerors and interdictive powers), paragraphs 2 and 5, Article 103, paragraph 3-bis (The Offer Process), 104 (Defences), 104-bis (Neutralization rule) and 104-ter (Reciprocity clause) of the TUF and any other rule of the TUF that involves specific disclosure obligations for the Offeror or the Issuer towards employees or their representatives will not be applicable to the Offer.

MARKETS FOR THE OFFER

The Offer is being launched exclusively for the Italian market, the only market on which the Shares are listed and is aimed at all of the Issuer’s shareholders, without distinction and at equal conditions.

The Offer is not being and will not be launched in the United States of America, Canada, Japan or Australia, or in any other country in which such launch is not allowed without authorization by the competent authorities (“Other countries”) or using instruments for communication or international commerce (including, for example, the postal network, fax, telex, e-mail, telephone or the internet) of the United States of America, Canada, Japan, Australia or Other Countries,or any structure of any financial intermediary of the United States of America, Canada, Japan, Australia or Other Countries, or in any other way.

Acceptance of the Offer by persons or entities resident in countries other than Italy may be subject to specific obligations or restrictions contained in their legislation or regulations. It is the exclusive responsibility of the offerees to comply with such regulations and thus before accepting the Offer they should check with their advisors whether any such rules are applicable.

ADVISORS FOR THE DEAL

CIR is assisted by Prof. Piergaetano Marchetti as legal advisor and by UniCredit S.p.A. as financial advisor.

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April 30 2021 - 14:19 CEST

CIR: AGM approves Financial Statements for 2020

Milan, April 30 2021 – The Annual General Meeting of the Shareholders of CIR S.p.A. was held today in Milan under the chairmanship of Rodolfo De Benedetti, with an ordinary and an extraordinary session.

As per the terms of Art. 106, paragraph 4, of Decree Law no. 18 of March 17 2020, the Shareholders were able to attend exclusively through the designated representative, appointed in accordance with Art. 135-undecies of D.Lgs. no. 58 of February 24 1998 (TUF) and identified as Studio Segre S.r.l., to whom proxies/sub-proxies were also assigned under Art. 135-novies of the TUF, in waiver of Art. 135-undecies, paragraph 4, of the same TUF.

Approval of the Financial Statements for 2020

In the ordinary part of the Meeting the Shareholders approved CIR’s Financial Statements for the year 2020. The group closed the year with consolidated revenues of € 1,834.8 million (€ 2,001.6 million in 2019) and net income of € 16.3 million. The parent company CIR S.p.A. reported net income of € 2.6 million.

The Meeting adopted the proposal put forward by the Board of Directors not to distribute any dividends.

Compensation Policy and Stock Grant Plan

The Shareholders’ Meeting approved the first section of the Report on Compensation Policy and Remuneration Paid and expressed a vote in favour of the second section of the said report.

The Shareholders also approved the 2021 Stock Grant Plan, aimed at directors and/or executives of the Company and its subsidiaries for a maximum of 5,000,000 conditional rights, each of which will give the beneficiaries the right to be assigned free of charge 1 CIR share. The shares will be made available from the Company’s treasury shares. 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 retaining key managers in the group.

Authorization to buy back own shares

The Shareholders’ Meeting authorized the Board of Directors, for a period of 18 months, to buy back a maximum of 225,000,000 own shares and in any case up to 20% of the total number of shares making up the share capital (taking into account the own shares that the Company is already holding, which as of today amount to 26,819,394, equal to 2.1% of the total number of shares), at a unit price that must not be more than 15% higher or lower than the benchmark price recorded by the shares in the Stock Exchange trading session preceding the date of each individual buy-back transaction or preceding the date on which the price is fixed. Where such buybacks are effected through orders placed on the regulated market the price of the deal must not be higher than the higher of the price of the most recent independent transaction and the highest current independent bid price in the same market, in compliance with the provisions of Delegated Regulation (EU) no. 2016/1052.

The main reasons for renewing the authorization are the following: i) to fulfil obligations resulting from possible stock option plans or other awards of the Company’s shares to employees or members of the Board of Directors of CIR or its subsidiaries; ii) to have a portfolio of own shares to use as consideration for possible extraordinary transactions, even those involving an exchange of equity holdings, within the scope of transactions of interest to the Company (a stock of securities); iii) to support the liquidity of the shares in the market, optimizing its capital structure and remunerating the Shareholders in particular market conditions; iv) to take advantage of opportunities for creating value, as well as investing liquidity efficiently in relation to the market trend; v) 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.

Reduction of the number of Board Members

The AGM reduced to eleven, from twelve, the number of members of the Board of Directors. Following the resignation for personal reasons of Director Pia Hahn Marocco, at the meeting held on March 29 2021 the Board decided not to co-opt a new Director but to propose to the Shareholders a reduction of the number of Directors, being convinced that, even with such reduction, the number of member would still be adequate and acknowledging that its composition conforms with the rules of law and with the Company’s Corporate Governance Code as regards independence, gender balance and variety of competences.

Amendment of the Company Bylaws

In the extraordinary part of the meeting, the Shareholders abolished the nominal value of the shares, approving the amendment of Art. 4, paragraph, of the Company Bylaws. The introduction of shares without a nominal value is a useful flexibility tool as it simplifies a broad range of capital transactions for the Company.

Board of Directors Meeting

On the strength of the authorization given by the AGM, the Board of Directors implemented the 2021 Stock Grant Plan by assigning 3.565.284 rights.

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April 23 2021 - 18:10 CEST

Sogefi: AGM approves Financial Statements for 2020

SOGEFI: AGM APPROVES FINANCIAL STATEMENTS FOR 2020

BOARD OF STATUTORY AUDITORS APPOINTED FOR THREE YEARS 2021-2023

SIPAHI CONFIRMED AS CEO

Milan, April 23 2021 – The Annual General Meeting of the Shareholders of Sogefi S.p.A. was held today under the chairmanship of Monica Mondardini.

As per the terms of Art. 106, paragraph 4, of Decree Law no. 18 of March 17 2020, the Shareholders were able to attend only through the designated representative, appointed in accordance with Art. 135-undecies of D.Lgs no. 58 of February 24 1998 (TUF) and identified as Studio Segre S.r.l., to whom proxies/sub-proxies were also assigned as per Art. 135-novies of the TUF, in waiver of Art. 135-undecies, paragraph 4, of the TUF.

Approval of the Financial Statements for 2020

The Shareholders approved the Financial Statements for the year 2020. Sogefi closed the year with consolidated revenues of € 1,203.2 million (€ 1,463.8 million in 2019), EBITDA of € 137.6 million (€ 177.4 million in 2019) and a net result of ongoing operations posting a negative result of € 19.6 million (net income of € 11.1 million in 2019). The parent company of the group Sogefi S.p.A. reported a loss of € 6.2 million (net income of € 7.7 million in 2019).

The Shareholders’ Meeting adopted the proposal put forward by the Board of Directors that no dividends be distributed.

Compensation Policy and Stock Grant Plan

The AGM approved the first section of the Report on Compensation and remuneration paid and expressed a vote in favour of the second section of the same Report.

The Shareholders also approved the stock grant plan for 2021 aimed at employees of the Group holding strategically important roles for a maximum of 1,000,000 conditional rights, each of which will give the beneficiaries the right to be assigned free of charge 1 Sogefi share. The shares thus assigned will be made available from the own shares held by the Company. The plan aims to align the interests of management with the objective of creating value for the Group and its Shareholders over a medium-long term time horizon, stimulating the commitment to achieving common objectives at Group level and encouraging those who hold important positions to remain with the Group.

Authorization to buy back own shares

The Shareholders renewed for a period of 18 months its authorization of the Board of Directors to buy back a maximum of 10 million of its own shares (including 2,094,831 own shares being held today, equal to 1.744% of the share capital), at a unit price that must not be more than 10% higher or lower than the benchmark price recorded by the shares in the stock exchange trading session preceding each individual buyback transaction or the date on which the price is fixed an, in any case, when the purchases are made in the regulated market the price cannot be higher than the higher of the price of the last independent transaction and the highest current independent bid price in the same market, in compliance with the terms set out in EU Delegated Regulation no. 2016/1052.

The main reasons why this authorization is being renewed are the following: to fulfil obligations resulting from possible stock option plans or other awards of shares of the Company to employees or members of the Board of Directors of Sogefi or associated companies; to fulfil obligations resulting from any debt instruments convertible into or exchangeable with equity instruments; to support market liquidity of the shares within the limits of current rules; to take advantage of opportunities for creating value, and invest liquidity efficiently in relation to market trends; 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.

Appointment of a director and of the Board of Statutory Auditors

The Shareholders’ Meeting appointed Frédéric Sipahi – co-opted by the Board, as per the terms of Art. 2386 of the Civil Code, on February 26 2021 – as a director of the Company.

The Shareholders also appointed the members of the Board of Statutory Auditors of the Company for the three years 2021-2023. The auditors in office are Daniela Delfrate (Chairman of the Board of Statutory Auditors), Giovanni Barbara and Rita Rolli. The alternate auditors are Maria Pia Maspes, Luca Del Pico and Anna Maria Allievi. The auditors were drawn from the list presented by the majority Shareholder CIR S.p.A., with the exception of the Chairman Daniela Delfrate and alternate auditor Maria Pia Maspes, who were selected from the minority list presented by YODA Società Semplice.

Board of Directors Meeting

The Board of Directors, which met after the AGM, confirmed Frédéric Sipahi as Chief Executive Officer of Sogefi. Since March 1 2021 he has also held the position of General Manager. His curriculum vitae is available on the website www.sogefigroup.com.

The Board verified the presence of the requisites for the independence of the directors who have attested that they are independent, Patrizia Canziani, Roberta Di Vieto, Mauro Melis, Ervino Riccobon and Christian Georges Streiff. Five directors out of a total of eight are therefore independent. The Board of Statutory Auditors in its turn verified the presence of the requisites for the independence of its members; the curricula vitae of the auditors are available on the website sogefigroup.com. All the independent directors and the members of the Board of Statutory Auditors are therefore in possession of the requisites established by law and by the Code of Corporate Governance adopted by the Company.

Lastly, the Board of Directors, on the strength of the authorization granted by the AGM, proceeded to implement Stock Grant Plan 2021 by assigning 897,500 rights.

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April 23 2021 - 16:18 CEST

Sogefi: results for first quarter 2021

RESULTS FOR FIRST QUARTER 2021

REVENUES RECOVER AND PROFITABILITY IMPROVES

Revenues significantly higher at € 356.6 million (+9.3% at constant exchange rates) outperforming the market in all geographical areas

EBITDA margin at 15.4% of revenues up from Q1 2020 (11.3%) and Q1 2019 (11%)

Net income € 11.8 million (loss of € 5.6 million in first quarter 2020 and earnings of € 1.6 million in first quarter 2019)

Free Cash Flow positive for € 32.4 million versus € 5.4 million in Q1 2020

Milan, April 23 2021 – The Board of Directors of Sogefi S.p.A., which met today under the chairmanship of Monica Mondardini, has approved the Interim Financial Report of the Group as of March 31 2021, presented by Chief Executive Officer Frederic Sipahi.
Sogefi, a company of the CIR Group, is one of the main global producers of automotive components for three sectors: Air and Cooling, Filtration and Suspensions.

In the first quarter of 2021 world car production reported growth of 14% compared to first quarter 2020 with the month of March posting +34.7% compared to the previous year. The recovery in the first quarter of 2021 was mainly attributable to China, the first country to be hit by the pandemic in 2020, where production rose by 78.2% compared to the first quarter of the previous year. India and Mercosur also saw a recovery in the market (+22.8% and +4.6% respectively), while the EU and NAFTA reported volumes below those of first quarter 2020 (-0.9% and -4.5% respectively).

However, world production was still below pre-Covid levels: more specifically, compared to the first quarter of 2019, it was -11.3%, with Europe at -20%, NAFTA at -14.7% and China at -4.2%.

During first quarter 2021, the Group’s priority continued to be the safety of its employees; all measures for health and safety in the workplace were kept in place to reduce the risk of contagion, with social distancing, the use of individual protective equipment and measures to limit the presence of people in the workplace with employees working from home.

The Group reported a significant recovery in revenues: +5% at historical exchange rates and +9.3% at constant exchange rates; compared to the first quarter of 2019, revenues came in at -5.2%, versus the -11.3% of world production.

The recovery in revenues together with the action plan put in place to counter the impact of the crisis, enabled the group to close the first quarter with earnings of € 11.8 million (a loss of € 5.6 million in the first quarter of 2020) and a positive free cash flow of € 32.4 million (€ 5.4 million in the first quarter of 2020).

Moreover, in the period Sogefi acquired new contracts worth more than those of the same period of previous years and in line with the objectives of increasing its market share, and a significant part of these new orders were for hybrid or full electric vehicles, thus positioning itself in the markets of the future.

More specifically, the Air and Cooling division closed an important contract (Lifetime Value: € 260 million) to supply new generation air aspiration manifolds for a prime North American OEM. More new orders were also acquired from Chinese and North American producers, of which around 40% of their value was for parts for cooling hybrid or full electric vehicles.

The Filtration division also obtained important orders from North American and European customers for traditional components (especially oil filters), which will be produced in the US and Moroccan plants, and signed new contracts for the production of air filters for interiors.

As for the Suspensions division, 35% of the value of the orders acquired was for hybrid or full electric vehicles. In the first quarter of the year new orders were also acquired for light commercial vehicles and heavy goods vehicles, market segments with good prospects for the coming years.

REVENUES

In the first quarter of 2021 Sogefi’s sales revenues came in at € 356.6 million, and were higher than those of the same period of 2020 by 5% at historical exchange rates and 9.3% at constant exchange rates; sales were down by 5.2% on first quarter 2019. After the first two months with revenues at historical exchange rates down by 8.7%, in March, the month in 2020 when the effects of the pandemic started to be evident (with a fall of 30%), there was a strong recovery (+42.1%), with volumes substantially in line with those of 2019.

Performance of revenues by geographical area

The performance of revenues at constant exchange rates was better than that of the market in all geographical areas: +1.9% in Europe compared to the market’s -0.9%, +3.3% in North America versus -4.5%, and +104.5% in China versus the market’s +78.2%. The lower growth of the Group’s total revenues (+9.3%) compared to those of global markets (+14%) was due to the fact that China, which was the area of the world in which there was most growth in the first quarter, accounts for 6.7% of the Group’s sales, whereas at market level it accounts for 28.1%.

Performance of revenues by Business Unit

In terms of the business sectors, Air and Cooling reported good growth (+15.2% at constant exchange rates) thanks to the development of the contract portfolio especially in China, where revenues doubled compared to the previous year; revenues at current exchange rates were 2.6% higher than those of first quarter 2019.

Filtration reported more moderate growth (+4.2% at constant exchange rates), following a decline in 2020 that was decidedly more limited than that of the market thanks to the After Market business. In the first quarter of 2021 sales were slightly higher (+2.1% at current exchange rates) than those of first quarter 2019.

Lastly, Suspensions reported revenue growth of 9.7% at constant exchange rates, due to the good performance in China and South America, but business remains significantly below the level of the corresponding period of 2019 (-16.9% at current exchange rates).

OPERATING RESULT AND NET RESULT

EBITDA came in at € 54.8 million and was higher than the figure reported for the first quarter of 2020 (€ 38.2 million) and 2019 (€ 41.4 million); gross profitability (EBITDA / Revenues %) rose to 15.4%, from around 11% in the first quarters of 2019 and 2020.

The contribution margin improved from 30.3% to 30.7%, despite the tension in the market over the availability and pricing of raw materials.

The rationalization measures adopted in 2020 which continued through the early months of 2021 led to a reduction of 5.5% in fixed costs compared to first quarter 2020, which, combined with the recovery of the business, gave rise to a reduction in the ratio of fixed costs to revenues which declined from 18% in the first quarter of 2020 to 16.1% in the same period of 2021. It should be noted that, compared to first quarter 2019, fixed costs fell by 13.8%.

Lastly, the increase in EBITDA had a further boost from the positive effect of exchange rates (€ +1.7 million in 2021 versus € -3.4 million in first quarter 2020) and from the recognition of a non-operating gain of € 2.4 million.

EBIT came to € 25.9 million, up from € 7.9 million in the same period of 2020 and from € 12.5 million in the first quarter of 2019. Financial expense, amounting to € 6.2 million, was in line with the corresponding period of 2020, tax expense came to € 6.1 million, versus € 2.5 million in the previous year, and the net result of “discontinued operations” was a negative € 0.8 million, versus € -4.9 million in first quarter 2020.

The Group reported net income of € 11.8 million compared to a loss of € 5.6 million in first quarter 2020 and earnings of € 1.6 million in first quarter 2019.

DEBT AND EQUITY

Free Cash Flow was a positive € 32.4 million (€ 5.4 million in first quarter 2020), thanks to the higher EBITDA and the favourable performance of working capital.

Net debt before IFRS16 stood at € 261.1 million at March 31 2021, down from the end of 2020 (€ 291.3 million) and substantially unchanged from March 31 2020 (€ 256.7 million). The Group managed to keep its debt level stable despite the dramatic effects of the pandemic on the business during the last 12 months.

Including financial payables for rights of use as per IFRS 16, net debt at March 31 2021 stood at € 328.4 million, which compares with € 358.1 million at December 31 2020 and € 313.4 at March 31 2020.

As of March 31 2021 the Group had committed credit lines in excess of its borrowing requirement of € 362 million (of which € 100 million is needed to repay its convertible bond maturing in May 2021).

At March 31 2021 Shareholders’ equity, excluding minority interests, amounted to € 150.6 million (€ 133.0 million at December 31 2020).

THE IMPACT OF COVID-19 ON THE BUSINESS

In the early months of 2021, although the pandemic crisis is still continuing, its effects on the market in which the Company operates were less traumatic than those experienced in March 2020 and the following months. However, as shown in the data for vehicle production in the period, business remains very weak especially in Europe and NAFTA.

In addition to having taken action as from March 2020 to reduce the impact of the crisis, the Group has been working and will continue to work on a process of structural adaptation to the changed circumstances of the market in a context that is still uncertain.

OUTLOOK FOR THE YEAR

In addition to there being at present little visibility as to the direction of the market in the next few months as this will depend on the evolution of the pandemic, there is also uncertainty regarding the trend of raw material prices (mainly steel), their availability (semiconductors) and logistics issues involving transport and sourcing from Asian markets.

For the second quarter of 2021, IHS expects that world production will rebound by 58% compared to the second quarter of 2020 (the period that saw the maximum negative effect of the pandemic worldwide with the sole exception of China), while remaining 10% lower than in Q2 2019.

For full year 2021 the market is expected to grow by 11.9% but to remain at lower levels than those of 2019 with the recovery of a good part of the collapse recorded in 2020, reaching -6.2% compared to 2019.

Sogefi confirms the view it expressed on the publication of its results for 2020, i.e. that in a market scenario such as that explained above, incorporating the effects of the decisive action taken in 2020 and ongoing in 2021 to reduce the impact of fixed costs and to improve profitability structurally, it expects to return to a positive result for full year 2021 and to be able to achieve a ratio of EBIT to sales at least on a par with what was reported for 2019.

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April 9 2021 - 19:13 CEST

CIR: filing of documentation for AGM

Milan, April 9 2021 – Regarding the Annual General Meeting of the Shareholders of CIR S.p.A., to be convened in extraordinary and ordinary sessions for April 30 2021, at a single calling, it is announced that the following documentation 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:

The Annual Report and Financial Statements for the year ended December 31 2020, the Report of the Board of Statutory Auditors, and the Reports of the Firm of Auditors (item 2 of the ordinary part);
The Report on Corporate Governance and ownership structure as per Art. 123 – bis del TUF;
The Consolidated Non-Financial Report for 2020;
The Report of the Board of Directors on the proposed authorization to buy back own shares and use them as appropriate (item 3 of the ordinary part);
The Report on Compensation Policy and Remuneration Paid as per Art. 123 – ter of the TUF (item 4 of the ordinary part).

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March 30 2021 - 18:59 CEST

CIR: documentation filed for AGM

Milan, March 30 2021 – Regarding the Annual General Meeting of the Shareholders of CIR S.p.A., to be convened in extraordinary and ordinary sessions for April 30 2021, at a single calling, it is announced that the following documentation 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:

The Report of the Board of Directors on the proposal to eliminate the indication of the nominal value of the shares and the consequent amendment of Art. 4, paragraph 1, of the Company Bylaws (sole item of the extraordinary part);
The Report of the Board of Directors on the proposal to approve Stock Grant Plan 2021 (item 5 of the ordinary part);
The Report of the Board of Directors on the proposal to reduce the number of Board members from 12 to 11 (item 6 of the ordinary part).

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March 29 2021 - 21:50 CEST

CIR: resignation of a Director

Milan, March 29 2021 – CIR S.p.A. announces that Pia Hahn Marocco has, for personal reasons, resigned her position as member of the Board of Directors of the Company as from the coming Annual General Meeting of the Shareholders.

It should be remembered that Pia Hahn Marocco is an independent Director as well as being on the Control, Risk and Sustainability Committee and the Committee for Related-Party Transactions.

As of today Pia Hahn Marocco is not the owner of any shares of CIR S.p.A..

In line with the compensation policy adopted by the Company, there is no indemnity or any other benefit following the termination of a position.

CIR would like to thank Pia Hahn Marocco for her work on behalf of the Company.

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March 12 2021 - 13:58 CET

CIR: results for 2020

2020 results impacted by the effects of the Covid-19 pandemic on the business of the subsidiaries: revenues € 1,834.8 million (€ 2,001.6 million in 2019), EBITDA € 227.0 million (€ 274.8 million in 2019).
Net income at € 16.3 million and reduction of consolidated net debt before IFRS 16 to € 100 million (€ 227.6 million) thanks to the extraordinary transactions completed during the year.
Net financial position of the parent company a positive € 391.7 million, up from December 31 2019 (€ 296.2 million).
Fourth quarter recovery: volumes back in line with Q4 2019 for Sogefi, rehabilitation activity resumes for KOS.

Milan, March 12 2021 – The Board of Directors of CIR S.p.A., which met today under the chairmanship of Rodolfo De Benedetti, has approved the proposed financial statements and the consolidated accounts of the group as at December 31 2020 presented by Chief Executive Officer Monica Mondardini.

Consolidated results

The results of the group in financial year 2020 were affected by the impact of the Covid-19 pandemic on the business of the subsidiaries, which operate in sectors that have been hard hit by the public health crisis.

KOS, the company active in social healthcare services, had to counter the consequences of the pandemic on its nursing homes for the non self-sufficient elderly (RSAs) and the decline in rehabilitation services, partly because of the stress affecting the health system, which led to a significant reduction in programmed hospital activities. In the second half of the year activity in the rehabilitation sector recovered, while the activity of the nursing homes continued to suffer because of the difficulties involved in accepting new patients at this stage. The number of presences was therefore significantly lower than the historical averages.

Sogefi, the company active in the production of automotive components, in the first half of 2020 reported an unprecedented fall in volumes, as did all the sector, caused by the generalized suspension of production activities and plummeting demand. In the second half of the year production recovered considerably, reaching volumes close to those of 2019.

Financial management reported positive results, thanks to the recovery of all the main financial markets in the second half of the year.

During the year some significant extraordinary transactions were concluded.

In April 2020, CIR completed the sale of its controlling interest in GEDI, of which it now holds 5%, following the strategic decision taken in 2019 to exit the sector in which the group operates and the agreement reached in December 2019 with EXOR.

In November 2020, KOS sold its subsidiary Medipass, realizing a significant capital gain; the deal was part of the strategy of focusing on and developing the long-term care business, even abroad, particularly in Germany, where it acquired the Charleston group, a significant organization that has 47 care homes and over 4,000 beds.

Lastly, Sogefi has launched a plan for rationalizing its geographical presence and its industrial footprint, with the aim of increasing the profitability of the group, particularly in Filtration, selling its branches in Brazil and Spain.

The extraordinary transactions had a positive impact on the group’s results and brought about a significant reduction in consolidated net debt.

CIR’s consolidated revenues came in at € 1,834.8 million, down by 8.3% compared to 2019 (€ 2,001.6 million), because of the reduction in the business of both sectors in which the group operates due to the circumstances caused by the pandemic.

The consolidated gross operating margin (EBITDA) came to € 227.0 million, 12.4% of sales versus 13.7% in 2019 (€ 274.8 million).

The net result was a positive figure of € 16.3 million.

The consolidated net debt before IFRS 16 stood at € 100.0 million at December 31 2020, down sharply (€ 227.6 million) compared to December 31 2019 (€ 327.6 million). Financial payables for rights of use as per IFRS 16 totalled € 796.8 million at December 31 2020 and thus overall consolidated net financial debt came to € 896.8 million. The payables as per IFRS 16 refer mostly to the subsidiary KOS (€ 730.3 million), which operates mainly in leased premises.

The net debt of the subsidiaries fell to € 491.7 million (€ 623.8 million at December 31 2019) as a result of the contraction reported by KOS, which was due to the sale of Medipass.

The net financial position at December 31 2020 of the parent company (including the non-industrial subsidiaries), before IFRS 16, was a positive € 391.7 million, up from the figure at December 31 2019 (€ 296.2 million).

The equity of the group stood at € 771.0 million at December 31 2020 (€ 770.7 million at December 31 2019).

KOS

In 2020, KOS’s revenues came in at € 631.6 million, up by 17.4% on 2019, thanks to the constant development achieved in recent years and more especially to the acquisition at the end 2019 of Charleston, which operates in Germany in the care-home sector. Revenues in Italy were down by 9.5%.

In the Italian care homes, activity focused on the difficult management of the public health emergency. During the year, new admittances were frozen or at least extremely limited and thus the number of presences fell and remains significantly lower than in 2019, even today.

In the German care homes, the impact of the pandemic was decidedly less severe from the healthcare point of view and thus even the reduction in the number of guests was less extreme than in Italy. Moreover, the public support given to the care homes limited the economic impact.

In the rehabilitation and acute care facilities in Italy, where in the first half there was a decline in the number of patients following a slowdown in normal hospital activity, a strong recovery took place in the second half of the year with performance in line with the same period of 2019.

EBIT came to € 15.4 million, down from € 57.9 million in 2019: the reduction was due both to the decline in the number of guests and services provided because of the healthcare emergency, but also to the higher costs incurred for protection measures to counter and contain the effects of the pandemic.

KOS reported net income € 46.7 million (€ 30.3 million in 2019), thanks to the result of the sale of Medipass.

In November 2020 KOS indeed sold the Medipass business in Italy and the UK to DWS Alternatives Global Limited (“DWS”), keeping the Indian branch. The enterprise value recognized was € 169.2 million, with an equity value of € 105.6 million, a capital gain for KOS of € 54.4 million, net of the transaction costs incurred, and a positive impact on the overall net financial position of € 162.8 million.

Free cash flow amounted to a positive € 167.2 million, almost entirely generated by the Medipass deal. The group made investments in new facilities for approximately € 30 million.

Net debt stood at € 200.7 million at the end of 2020 versus € 368.0 million at December 31 2019.

Sogefi

In 2020 world car production fell by 16.2% compared to 2019: -23.3% in the EU, -20.1% in North America, -4.2 % in China and -30.7% in South America, due to an unprecedented contraction in the first half of the year. The second half was characterized by a recovery of the business in all geographical areas, with world production in the period almost in line with 2019.

Sogefi reported a decline in revenues of 17.8% at current exchange rates (-14.2% at constant exchange rates), outperforming the market in Europa, NAFTA and China.

The normalized net result, excluding non-recurring restructuring charges, was around breakeven, thanks to the measures adopted to counter the crisis in the market, which led to a slight increase in the contribution margin (to 30.8%, versus 30.2% in 2019) and a reduction in fixed costs of approximately 20%, with a ratio to sales unchanged from 2019 at 17%, despite the lower revenues, and lower at 15.8% in the fourth quarter (17.1% in the last quarter of 2019).

The net result was impacted by the charges incurred for the restructuring plan launched in 2020 and already implemented in part, the net amount of which comes to a total of around € 16.0 million. Moreover, at the end of 2020 the group sold the Brazilian Filtration branch, posting a loss for the year of approximately € 15 million, mostly due to accounting effects of the deconsolidation.

Free cash flow was a negative € 38.2 million (compared to cash generation of € 8.4 million in 2019), due mainly to the unfavourable evolution of working capital caused by the particular circumstances that occurred during the year.

Net financial debt before IFRS 16 stood at € 291.3 million at December 31 2020 (€ 256.2 million at the end of 2019).

In 2020 Sogefi obtained new contracts for a value in line with previous years and consistent with the objectives of maintaining/increasing its market share, with a significant portion of the new orders being for hybrid or full electric vehicles, thus positioning itself in the markets of the future.

Financial management

Thanks to the recovery of the markets in the second half of the year for all categories of asset, total net financial income of € 17.3 million was reported, with a return on the portfolio of 4%. More specifically, the total return on readily liquidable assets, i.e. the portfolio of shares, bonds and hedge funds, rose to 5.3% (€ 19.1 million), while the portfolio of private equity funds and minority equity investments reported a decline in fair value of € 1.8 million, with a return of -2.3%.

Outlook for the year

Given the continuing uncertainty regarding the evolution of the pandemic, there is limited visibility as to the performance of the group’s businesses in the coming months.

As far as KOS is concerned, thanks to the effect of the vaccination plans, a return to pre-Covid levels is expected to take place in 2022. In Germany, given the lower impact of the pandemic and the greater public sector subsidies, results should continue to be in line with the growth forecasts made when the acquisition took place in 2019.

As for Sogefi, IHS expects world production to recover by 13.7% compared to 2020 although the level will still be lower than in 2019 (-4.8%). In this scenario Sogefi forecasts a return to profit for the full year 2021 thanks to a recovery in volumes and the action on costs already taken and programmed.

Dividend proposal

The Board of Directors has decided to propose to the Annual General Meeting of the Shareholders that no dividends be distributed.

Shareholders’ meeting

The Annual General Meeting has been convened in an ordinary and an extraordinary session to be held at a single calling on April 30 2021. The Board of Directors at today’s meeting has adopted the following resolutions:

To propose in the extraordinary part of the Shareholders’ Meeting that Art. 4.1 of the Company Bylaws be amended to eliminate the nominal value of the shares. The institution of shares without a nominal value is a useful tool in terms of flexibility as it simplifies a broad range of the Company’s capital transactions (such as, for example, the cancellation of own shares, and capital increases and reductions).
To put before the ordinary session of the Shareholders’ Meeting a motion to cancel and renew the authorization of the same Board of Directors for a period of 18 months to buy back a maximum of 225,000,000 of its own shares and in any case up to 20% of the share capital at a unit price that cannot be more than 15% higher or lower than the benchmark price recorded by the shares on regulated markets on the trading day preceding each single buyback transaction or the date on which the price is fixed. In any case, when the shares are bought back 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 on the same market, in compliance with what is set out in EU Delegated Regulation no. 2016/1052. This authorization is being requested for the following reasons: to fulfil the obligations resulting from possible 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, to have a portfolio of own shares to use as consideration in any possible extraordinary transactions, even those involving an exchange of equity holdings with other entities within the scope of transactions of interest to the Company (a so-called “stock of securities”); to support the liquidity of the shares in the market, to optimize the capital structure and to reward shareholders in particular market situations; to take advantage of opportunities for creating value, as well as investing liquidity efficiently, in relation to the market trend; 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.
To put before the ordinary session of the Shareholders’ Meeting for approval a stock grant plan for 2021 aimed at directors and/or executives of the company and its subsidiaries for a maximum of 5,000,000 conditional rights, each of which will give the beneficiaries the right to be assigned 1 CIR share free of charge. The shares will be made available from the own shares held by the Company.

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February 26 2021 - 16:12 CET

Sogefi: consolidated results for 2020. New CEO appointed

FOURTH QUARTER 2020
Revenues and results higher than in Q4 2019

RESULTS FOR THE YEAR 2020
The group showed resilience in a totally exceptional year

Revenues: € 1,203.2 million, -14.2% at constant exchange rates (car market -16.2%)
Outperformed market in all geographical areas
In Q4, revenues higher (+8.9% at constant exchange rates)

EBITDA margin, excluding non-recurring charges, was higher reaching 13% of revenues (12.1% in 2019)

Net result before non-recurring charges and result of operations for disposal close to break-even (€ -3.4 million)

Net non-recurring charges for rationalization actions came to € 16.2 million (€ 4.3 million in 2019)

THE BOARD APPOINTED AS NEW GROUP CEO FREDERIC SIPAHI, LEADER OF THE AIR & COOLING BUSINESS UNIT TURNAROUND AND SINCE 2019 ALSO MANAGER OF THE FILTRATION BU

Milan, February 26 2021 – 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 the year 2020, presented by Mr Mauro Fenzi.

The Board of Directors appointed the current General Manager of the Air & Cooling and Filtration Business Units, Mr. Frederic Sipahi, as new group CEO, in substitution of Mr. Mauro Fenzi.

Frederic Sipahi, aged 40, has a business education and has spent his entire career in the automotive sector, initially in PSA, then in Faurecia and since 2012 in Sogefi.

Since 2015 he has led the Air & Cooling division, achieving a significant improvement in performance, both in terms of increased profitability and cash generation; he also achieved positive results in 2020, despite the extraordinary context. He also reoriented the division’s product strategy, by effectively positioning it towards new technologies.

Since 2019 he has also led the Filtration division, where he launched major rationalisation and efficiency enhancement programs.
Mr. Fenzi said: “After a year of intense work, my managerial role at Sogefi comes to an end for personal reasons. Sogefi has an extremely motivated and competent management team, that is well equipped to face with the right determination the challenges of the next few years. I take this opportunity to thank my collaborators for their professional and decisive contribution and the members of the Board of Directors for their continuous support”. The Board of Directors thanked him for the work done.

SUMMARY OF RESULTS FOR 2020

After the first half of 2020 in which world car production suffered a dramatic and unprecedented fall (-33.2%) due to the effects of the spread of the Covid-19 pandemic, in the second half of the year the market reported a definite recovery compared to the previous half (+44%), with volumes substantially unchanged compared to the same period of 2019 thanks to the growth reported in the last quarter of 2020 (+2.5%). The recovery in the fourth quarter was seen in all markets: China, where production was up by 5.9% on the fourth quarter of the previous year, NAFTA, the EU and South America, with volumes substantially equivalent to those of the fourth quarter of 2019 (+0.5%, +1.4% and +1.3% respectively).

Despite the recovery in the second half, the results for the whole year reported an extraordinarily significant downturn compared to 2019: -16.2% for world car production, -23.3% in the EU, -20.1% in North America, -4.2 % in China and -30.7% in South America.

In 2020 the Group’s priority was the safety of its employees; from the moment when news came of the Covid-19 phenomenon in China, action was immediately taken to reduce the risk of contagion and then all the measures recommended for health and safety in the workplace were adopted, reviewing the production processes and implementing new safety protocols, which involve physical distancing and the use of individual protection systems. Currently it has been decided to maintain the measures to limit the presence of personnel in the workplace, with staff working from home.

At the same time radical action was taken to mitigate the impact of the crisis, and of the consequent contraction in sales, on results and on the capital solidity of the Group. The measures put in place made it possible to obtain the following:

An increase in the contribution margin to 30.8% from 30.2% in 2019;
A 19.1% reduction in fixed costs with an unchanged ratio to sales of 17%, which was down in 4Q 2020 (15.8% versus 17.1% in 4Q 2019).

Moreover, in 2020 Sogefi obtained new contracts for a value in line with previous years and consistent with the objectives of maintaining/increasing its market share, with a significant portion of the new orders being for hybrid or full electric vehicles, positioning itself in the markets of the future.

More specifically, 25% of the value of the orders acquired in 2020 by the Air and Cooling division is destined for cooling hybrid or full electric vehicles; the division also obtained an important contract (Life Time Value: € 100 million) to supply air-intake manifolds in aluminium to a prime German OEM, launching a new product line in a sector in which the division is already market leader.

Similarly, 35% of the value of the orders received by the Suspensions division is for hybrid or full electric vehicles, thanks to the new product developed to meet the light-weight and time-to-market requirements of electric vehicles and to the receipt of an order from a prime North American producer of full electric vehicles.

REVENUES

In 2020, Sogefi’s revenues totalled € 1,203.2 million and were down by 17.8% on 2019 at historical exchange rates and by 14.2% at constant exchange rates.

An examination of the performance of revenues throughout the year shows that in the first quarter revenues fell by 9.6%, because of the spread worldwide of the pandemic as from March; in the second quarter they fell by 55.6%, in a phase of substantial lockdown in the main markets; during the third quarter there was a gradual recovery (-6.6% on 2019), which led to growth of 2% in the fourth quarter (+8.9% at constant exchange rates) compared to the same period of 2019.

Performance of revenues by geographical area

The performance of revenues at constant exchange rates was better than the market in all the main geographical areas; the decline in Europe was 18.1% versus the market’s -23.3%, and in North America it was 9.8% versus -20.1%; in Asia revenues rose, while the market reported -7%, thanks particularly to the good performance of China (+15.8% versus the market’s -4.2%).

Performance of revenues by Business Unit

Filtration (with an 8.1% decline in revenues at constant exchange rates) and Air and Cooling (-10.7% at constant exchange rates) reported a much less negative result than the market thanks, for Filtration, to the fact that the OES and Aftermarket channels held up better and for Air and Cooling to the development of the portfolio of contracts particularly in China and North America. The impact of the crisis was greater for Suspensions, which suffered a fall in revenues of 22.7% at constant exchange rates, reflecting the greater concentration of the business in Europe and South America and the particularly bad performance of the sector in these areas.

OPERATING RESULT AND NET RESULT

The results of the group were affected by the fall in revenues and the non-recurring charges linked to the launch of plans for reducing fixed costs, particularly in Europe, and for rationalizing the Group’s footprint (sale and closure of two production sites in Europe) as well as its geographical presence (sale of the filtration business in Brazil).

EBITDA came in at € 137.6 million compared to € 177.4 million in 2019. Excluding the rationalization charges as above, EBITDA declined from € 177.4 million to € 156.9 million with profitability (EBITDA / Revenues %) of 13%, which was higher than the figure for 2019 (12.1%).

The contribution margin for 2020 was slightly better than that of 2019, rising from 30.2% to 30.8% and the ratio of fixed costs to sales remained unchanged, despite the lower revenues, thanks to the cost-cutting measures taken, which were partly temporary and partly destined to become structural.

EBIT came to € 7.2 million, versus € 48.4 million in 2019. The lower EBIT reflects the fall in revenues, the gross non-recurring charges of € 20 million (€ 4.3 million in 2019) and further write-downs of fixed assets for € 12.9 million (€ 4.9 million in 2019), resulting from the action taken by the company to counter the crisis.

The Group reported a net loss from businesses destined to continue of € 19.6 million, mainly because of € 16.2 million of non-recurring rationalization charge (versus earnings of € 11.1 million in 2019). The operations sold between the end of 2020 and the beginning of this year (the Brazilian subsidiary and the Spanish subsidiary of the Filtration business unit) gave rise to a loss of € 15.5 million, which compares with a loss of € 7.9 million in 2019.

DEBT AND EQUITY

Regarding Free Cash Flow, in 2020 an amount of € 38.2 million was absorbed (versus cash generation of € 8.4 million in 2019), mainly as a result of the evolution of working capital due to the particular circumstances that arose during the year.

Net financial debt before IFRS16 stood at € 291.3 million at December 31 2020 (€ 256.2 million at the close of 2019), but was lower than at September 30 2020 (when net debt was € 299 million).

Including the financial payables for rights of use, as per IFRS 16, the net debt amounted to € 358.1 million at December 31 2020, up from € 318.9 million at December 31 2019. It should be noted that in 2020 the Group invested in the development of a new suspension production site in Romania, with the aim of increasing the group’s competitiveness in the sector, and signed the lease agreement for the new site, which led to the recognition of an IFRS 16 payable of approximately € 19 million.

At December 31 2020 the covenants contained in the loan agreements were being complied with.

At December 31 2020 the Group had committed credit lines in excess of its requirements for € 340.1 million (of which € 100 million earmarked for the repayment of the convertible bond maturing in May 2021); in 2020 new medium-term loan agreements were signed for a total amount of € 134.5 million, including a loan of € 80 million (signed in October 2020) granted by prime Italian banks and guaranteed by SACE, and new credit facilities with French banks for a total of € 54.5 million, most of which are also guaranteed by the French state.

At December 31 2020 shareholders’ equity, excluding minority interests, amounted to € 133.0 million (€ 188.7 million at December 31 2019).

SUMMARY OF RESULTS OF FOURTH QUARTER 2020

The revenues for fourth quarter 2020 rose by 2% at historical exchange rates and by 8.9% at constant exchange rates compared to the same period of 2019.

EBITDA, excluding the charges for the rationalization action, came in at 14.5% versus 12.3% in 2019.

For operations destined to continue the Group reported a net loss of € 4.4 million caused by non-recurring rationalization charges of € 11.9 million (versus a loss of € 0.9 million in the same period of 2019). The businesses sold between the end of 2020 and the beginning of this year (the Brazilian subsidiary and the Spanish subsidiary of the Filtration business unit) generated a loss of € 7.6 million, which compares with a loss of € 4.2 million reported by the same subsidiaries in 2019.

Free Cash Flow before IFRS 16 was a positive € 8.7 million, in line with the same period of 2019.

IMPACT OF COVID-19 ON BUSINESS

Following the spread of the Covid-19 pandemic, Sogefi first suspended production in China and then in the second half of March suspended activity in almost all of its production sites. Business started to resume first in China and then from May onwards in all the other countries in which the Group operates, albeit with production volumes that were until August significantly lower than those of the previous year and of expectations.

As for the evaluation of the impact that the pandemic is having on the Group, the pre Covid-19 forecasts had envisaged that sales revenues for 2020 would be substantially in line with 2019 and in the first two months of the year the Company did in fact report volumes equivalent to or higher than those expected. However, during subsequent months there was an extremely significant decline with a recovery only from June onwards. Because of this, in 2020 Sogefi reported revenues of € 1,203.2 million, 17.8% lower than those of 2019 at historical exchange rates; this reduction was almost entirely attributable to the effects of the circumstances brought about by the pandemic. The contraction in volumes, although partly offset by the reduction in fixed costs, nonetheless involved an estimated negative impact on EBIT of € 34 million and of € 21 million on the net result, with a consequent increase in debt.

As well as having reacted promptly to reduce the impact of the crisis from March until today, the Company has also adopted a plan to adapt its structure to the changed market circumstances and this plan is already being implemented.

RESULTS OF THE PARENT COMPANY OF THE GROUP SOGEFI S.P.A.

For 2020 the parent company of the group Sogefi S.p.A. reported a net loss of € 6.2 million compared to net income of € 7.7 million in 2019. The decline was due mainly to the lower flow of dividends distributed by the subsidiaries and to higher financial expense.

OUTLOOK FOR THE YEAR

Given the continuing uncertainty regarding the evolution of the pandemic, there is very little clarity as to how the market will perform in coming months.

There is also uncertainty about the trend of commodity prices (particularly those of steel) and their availability (semiconductors), as well as logistical difficulties involving transport and sourcing from Asian markets.

For the year 2021, IHS is forecasting a recovery in world production of 13.7% compared to 2020, but this will still be lower than in 2019 (-4.8%).

In this scenario, thanks to the effects of the drastic action taken in 2020 to reduce the impact of fixed costs and to bring about a structural improvement of its profitability, Sogefi expects to return to profit for the full year 2021.

TERMINATION OF THE EMPLOYMENT RELATIONSHIP WITH MR. FENZI

No amount has been paid in relation to the resignation of Mr. Fenzi from the position of Chief Executive Office and no payment is provided in relation to the termination of the employment relationship, in addition to the mandatory payments required by law. Based on the information available, Mr. Fenzi does not own shares in Sogefi.

PROPOSED DIVIDEND

The Board of Directors will put forward the proposal to the Annual General Meeting of the Shareholders that no dividends be distributed.

ANNUAL GENERAL MEETING

The Annual General Meeting of the Shareholders of Sogefi will be held at the first call on April 23 2021 and at the second call on April 26 2021.

The Board of Directors has voted to put the following proposals before the Annual General Meeting of the Shareholders:

In the light of the current legislative and regulatory rules, Consob Resolution no. 20876 of April 3 2019, Consob Guidelines of July 2019 and Consob Resolution no. 21318 of April 7 2020, the cancellation and renewal of the authorization of the same Board of Directors, for a period of 18 months, to buy back a maximum of 10 million own shares (including 2,102,588 shares, equal to 1.75% of the share capital) at a unit price that cannot be more than 10% higher or lower than the benchmark price recorded by the shares on regulated markets on the trading day preceding each single buyback transaction or the date on which the price is fixed. In any case, when the shares are bought back 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 on the same market, in compliance with what is set out in EU Delegated Regulation no. 2016/1052.
The main reasons why this authorization is being renewed are: to fulfil the obligations resulting from possible stock option plans or other awards of shares of the Company to employees or members of the Board of Directors of Sogefi or its affiliated companies; to fulfil any obligations resulting from debt instruments that are convertible into or exchangeable with equity instruments; to support market liquidity of the shares; to take advantage of opportunities for creating value, as well as investing liquidity efficiently in relation to the market trend; for any other purpose qualified by the competent Authorities as admitted market practice in accordance with applicable European or domestic rules, and with the procedures established therein.
The approval of a Stock Grant Plan for 2021 aimed at employees of the Company and its subsidiaries, in the terms to be defined by the Board of Directors and notified to the market in sufficient time for any legal obligations to be carried out. The Stock Grant Plan has the aim of rewarding the loyalty of the beneficiaries to the companies of the Group, giving them an incentive to increase their commitment to improving the performance of their Company.

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January 29 2021 - 15:55 CET

CIR: calendar of events for 2021

Milan, January 29 2021 – CIR S.p.A. announces that the Company’s calendar of events for 2021 will be as follows:


Friday	12.03.2021	10.00 a.m.	Board of Directors Meeting (Pro-forma Financial Report for 2020)
Friday	30.04.2021	11.00 a.m	Annual General Meeting of the Shareholders (Approval of Financial Report for 2020)
Friday	30.07.2021	10.00 a.m.	Board of Directors Meeting (Half-year Financial Report for 2021)

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Consolidated results

KOS

Sogefi

Financial management

Outlook for the year

Dividend proposal

Shareholders’ meeting

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