Disclosure regarding the buyback of shares

Milan, 5 June 2023 – Following the resolution of the Board of Directors on 28 April 2023 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2023, CIR S.p.A. announces that between 29 May and 2 June 2023 it bought back, on the Euronext Milan market, 530,549 shares at an average unitary price of € 0.3691, for a total amount of € 195,833.92.

As of today, CIR S.p.A. is holding a total of 41,659,876 treasury shares, equal to 3.76% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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Disclosure regarding the buyback of shares

Milan, 29 May 2023 – Following the resolution of the Board of Directors on 28 April 2023 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2023, CIR S.p.A. announces that between 22 and 26 May 2023 it bought back, on the Euronext Milan market, 514,000 shares at an average unitary price of € 0.3704, for a total amount of € 190,385.90. As of today, CIR S.p.A. is holding a total of 41,129,327 treasury shares, equal to 3.715% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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Disclosure regarding the buyback of shares

Milan, 22 May 2023 – Following the resolution of the Board of Directors on 28 April 2023 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2023, CIR S.p.A. announces that between 15 and 19 May 2023 it bought back, on the Euronext Milan market, 579,277 shares at an average unitary price of € 0.3743, for a total amount of € 216,826.25.

As of today, CIR S.p.A. is holding a total of 40,615,327 treasury shares, equal to 3.67% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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Disclosure regarding the buyback of shares

Milan, 15 May 2023 – Following the resolution of the Board of Directors on 28 April 2023 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2023, CIR S.p.A. announces that between 8 and 12 May 2023 it bought back, on the Euronext Milan market, 637,774 shares at an average unitary price of € 0.3755, for a total amount of € 239,475.61.

As of today, CIR S.p.A. is holding a total of 40,036,050 treasury shares, equal to 3.62% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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Disclosure regarding the buyback of shares

Milan, 8 May 2023 – Following the resolution of the Board of Directors on 28 April 2023 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 28 April 2023, CIR S.p.A. announces that between 2 and 5 May 2023 it bought back, on the Euronext Milan market, 762,531 shares at an average unitary price of € 0.3812, for a total amount of € 290,660.46.

As of today, CIR S.p.A. is holding a total of 39,398,276 treasury shares, equal to 3.56% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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Disclosure regarding the buyback of shares

Milan, 2 May  2023 – Following the resolution of the Board of Directors on 12 September 2022 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 12 September 2022, CIR S.p.A. announces that between 24 and 28 April 2023 it bought back, on the Euronext Milan market, 526,822 shares at an average unitary price of € 0.3845, for a total amount of € 202,560.10.

As of today, CIR S.p.A. is holding a total of 38,674,899 treasury shares, equal to 3.49% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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CIR: AGM approves Financial Statements for 2022

New Board of Directors appointed. Rodolfo De Benedetti confirmed as Chairman and Monica Mondardini as Chief Executive Officer. Independent directors Elisabetta Oliveri and Tommaso Nizzi join the Board

New Board of Statutory Auditors for the three years 2023-2024-2025: Giovanni Barbara (Chairman), Maria-Maddalena Gnudi and Francesco Mantegazza

Milan, 28 April 2023 – The Annual General Meeting of the Shareholders of CIR S.p.A. – Compagnie Industriali Riunite was held today in an ordinary session under the Chairmanship of Rodolfo De Benedetti.

As per the terms of Art. 106 of Decree Law no. 18 of 17 March 2020, transposed with amendments into Law no. 27 of 24 April 2020 and recently extended as an effect of Law no. 14 of 24 February 2023, attendance at the AGM by the shareholders took place exclusively through the representative designated by the Company as per the terms of Art. 135-undecies of D.Lgs. no. 58 of 24 February 1998 (TUF) and identified as Studio Segre S.r.l., to whom proxies/sub-proxies were also given pursuant to the terms of Art. 135-novies of the TUF, in waiver of Art. 135-undecies, paragraph 4, of the TUF.

Approval of the Financial Statements for 2022

The Shareholders approved CIR’s Financial Statements for the year 2022. The group closed the year with consolidated revenues of  € 2,235.6 million (€ 1,962.5 million in 2021), a consolidated gross operating margin of € 295.7 million (€ 300.7 million in 2021) and a consolidated net result of -€ 0.2 million (earnings of € 18.0 million in 2021).

The Shareholders approved the Board of Directors’ proposal not to distribute dividends.

Remuneration Policy and Stock Grant Plan

The AGM approved the first section of the “Report on the Remuneration Policy and on Compensation Paid” and expressed a majority vote in favour of the second section of the same report.

The Meeting also approved the Stock Grant Plan for 2023, aimed at directors and/or executives of the Company and its subsidiaries for a maximum number 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 assigned will be made available from the treasury shares held by the Company. The plan has the aim of aligning the interests of management with the objectives of creating value for the group and its shareholders over a medium-long term time horizon and of encouraging those holding key positions to remain with the group.

Authorization to buy back own shares 

The Shareholders’ Meeting gave the Board of Directors an authorization, valid for a period of 18 months, to buy back a maximum of 220,000,000 own shares, and in any case no more than 20% of the total number of shares constituting the share capital, at a unit price that must not be more than 15% higher or lower than the benchmark price recorded by the Company’s shares in the stock exchange trading session preceding each individual buyback transaction or preceding the date on which the price is fixed. In the event of purchases made according to the procedures set out in points (i), (iii) and (iv) of the following paragraph and in any case when the purchases are made with orders placed in the regulated market, the price must not be higher than the higher of the price of the last independent transaction and the highest current independent bid price in the same market.

The buyback must take place in the market, in compliance with the terms of Art. 132 of the TUF and with the terms of the law or the regulations in force at the moment of the transaction and more precisely (i) through a public tender offer to buy or exchange shares; (ii) on regulated markets following operating procedures established in the rules for organizing and managing the said markets, which do not allow bids and offers to be matched directly; (iii) through the assignment pro-rata of put options to the shareholders to be assigned within 15 months of the date of the AGM resolution authorizing the same with exercise within 18 months of the same resolution; (iv) through the purchase and sale of derivative instruments traded on regulated markets that involve the physical delivery of the underlying shares in compliance with the further provisions contained in Art. 144-bis of Consob’s Rules for Issuers, and as per the terms of Articles 5 and 13 of the MAR. As far as the disposal or the transfer of the own shares is concerned, the resolution submitted includes the authorization to carry out various forms of disposal, including the right to use the own shares bought back, without any time limits or constraints, even for the remuneration plans based on the Company’s shares.

The main reasons why this authorization is being renewed are the following: (a) to fulfil 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, or to fulfil any obligations resulting from debt instruments that are convertible into or exchangeable with equity instruments; (b) to have a portfolio of own shares to use as consideration for any extraordinary transactions, even those involving an exchange of shareholdings, with other parties within the scope of transactions of interest to the Company (a so-called “stock of securities”), all within the limits posed by current regulations; (c) to engage in action to support market liquidity, optimize the capital structure and remunerate shareholders in particular market conditions, all within the limits established by current rules and regulations; (d)  to take advantage of opportunities for creating value, as well as investing liquidity efficiently in relation to the market trend; (e) for any other purpose qualified by the competent Authorities as

admitted market practice in accordance with applicable European and domestic rules, and with the procedures established therein.

Appointment of the Board of Directors

The Shareholders Meeting has appointed Philippe Bertherat, Edoardo De Benedetti, Marco De Benedetti, Rodolfo De Benedetti, Monica Mondardini, Tommaso Nizzi, Elisabetta Oliveri, Francesca Pasinelli and Maria Serena Porcari as directors. The directors were drawn from the list presented by the majority shareholder F.lli De Benedetti S.p.A., holder of 35.957% of the share capital, with the exception of Tommaso Nizzi, who was drawn from the minority list presented by Alessandro Nizzi and Beatrice Baroncelli, holders of 2.507% of the share capital.

The CVs of the directors are available on the website www.cirgroup.it.

During the meeting, Chairman Rodolfo De Benedetti and Chief Executive Officer Monica Mondardini thanked the outgoing directors, Maristella Botticini, Franco Debenedetti, Paola Dubini and Silvia Giannini and the outgoing auditor Gaetano Rebecchini for their work on behalf of the Company.

Appointment of the Board of Statutory Auditors

The Shareholders also appointed the members of the Board of Statutory Auditors for the three years 2023-2024-2025. The auditors in office are Giovanni Barbara (Chairman), Maria-Maddalena Gnudi and Francesco Mantegazza. The alternate auditors are Marco Pardi, Antonella Dellatorre and Luigi Macchiorlatti Vignat. The auditors were drawn from the list presented by the majority shareholder F.lli De Benedetti S.p.A., with the exception of the Chairman Giovanni Barbara and the alternate auditor Marco Pardi, who were chosen by the minority list presented by Alessandro Nizza and Beatrice Baroncelli. 

The CVs of the statutory auditors are available on the website www.cirgroup.it.

*****

Board of Directors Meeting

The Board of Directors of CIR voted to continue with the share buyback plan launched on 16 March 2022 and currently in progress, in accordance with and in execution of the authorization granted today by the Shareholders Meeting. The new resolution authorizes the buyback of no more than 220,000,000 own shares, without prejudice to the limit of 20% of the share capital and the other characteristics of the plan already announced on 12 September 2022.

As of 27 April 2023, CIR owned 38,516,899 of its own shares, equal to 3.48% of the Company’s share capital.

The Board of Directors confirmed Rodolfo De Benedetti as Chairman and Monica Mondardini as Chief Executive Officer of the Company. Pietro La Placa was confirmed as Secretary to the Board of Directors.

Carlo De Benedetti and Franco Debenedetti were appointed respectively as Honorary Chairman and Honorary Deputy Chairman of CIR, in consideration of their contribution to the affirmation and the development of the Company.  

The Board verified with a positive outcome that the requisites for qualification as independent were met with for those directors who had declared themselves independent, i.e. directors Philippe Bertherat, Tommaso Nizzi, Elisabetta Oliveri, Francesca Pasinelli and Maria Serena Porcari. Five directors out of a total of nine are therefore independent.

The Board also acknowledged the fulfilment of the requirements for independence of the members of the Board of Statutory Auditors after prior verification.  

The members of the Appointments and Remuneration Committee were appointed(Francesca Pasinelli, Chairman, Philippe Bertherat, Maria Serena Porcari), as were the members of the Control, Risk and Sustainability Committee (Maria Serena Porcari, Chairman, Tommaso Nizzi, Elisabetta Oliveri), and the Committee for Related-Party Transactions (Philippe Bertherat, Chairman, Tommaso Nizzi, Francesca Pasinelli) and the Lead Independent Director (Maria Serena Porcari).

Lastly, the Board, as per the AGM resolution on the subject, launched the implementation of Stock Grant Plan 2023 by assigning 4,584,544 rights.

*****

The Executive responsible for the preparation of the Company’s Financial Statements, Michele Cavigioli, hereby declares, in compliance with the terms of paragraph 2 Article 154 bis of the Finance Consolidation Law (TUF), that the figures contained in this press release correspond to the results documented in the Company’s accounts and general ledger.

Disclosure regarding the buyback of shares

Milan, 26 April  2023 – Following the resolution of the Board of Directors on 12 September 2022 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 12 September 2022, CIR S.p.A. announces that between 17 and 21 April 2023 it bought back, on the Euronext Milan market, 859,000 shares at an average unitary price of € 0.3906, for a total amount of € 335,489.30.

As of today, CIR S.p.A. is holding a total of 38,148,077 treasury shares, equal to 3.445% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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Sogefi: AGM approves financial statements for 2022

Milan, 21 April 2023 – The Annual General Meeting of the Shareholders of Sogefi S.p.A. was held today in Milan under the chairmanship of Monica Mondardini, in an ordinary session.

As per the terms of Art. 106, paragraph 4, of the “Cura Italia” Decree, transposed with amendments into Law no. 27 of 24 April 2020, and recently extended as an effect of Law no. 14 of 24 February 2023, the shareholder attendance at the meeting was exclusively through the designated representative, appointed pursuant to the terms of Art. 135-undecies of D.Lgs. no. 58 of 24 February 1998 (TUF) and was identified as Studio Segre S.r.l., to whom proxies/sub-proxies have been assigned as per the terms of Art. 135-novies of the TUF, in waiver of Art. 135-undecies, paragraph 4, of the TUF. 

APPROVAL OF THE FINANCIAL STATEMENTS FOR 2022

The Shareholders Meeting approved the Financial Statements for the year 2022.

The Sogefi Group closed the year with consolidated revenues of € 1,552.1 million (€ 1,320.6 million in 2021), EBITDA of € 194.7 million (€ 192.5 million in 2021) and a positive net result of € 29.6 million (€ 2.0 million in 2021).

The parent company Sogefi S.p.A. reported a loss of € 58.7 million (net earnings of € 69.9 million in 2021), the consequence of the write-down of the investment in the Suspensions business unit due to the unfavourable performance of the sector. The Shareholders Meeting approved the Board of Directors’ proposal not to distribute any dividends and to cover the whole of the loss with the existing available balance of the “Retained earnings” reserve.

REMUNERATION POLICY AND STOCK GRANT PLAN

The AGM approved the first section of the “Report on remuneration policy and on compensation paid” and gave a majority vote in favour of the second section of the same report.  

The Shareholders also approved the stock grant plan for 2023, aimed at employees of the Group, for a maximum number of 1,250,000 conditional rights, each of which gives the beneficiaries the right to receive one ordinary Sogefi share free of charge at set maturity dates and provided the conditions stated in the plan are met with. The shares will be made available by drawing on the treasury shares held by the Company. The plan has the aim of aligning the interests of management with the objectives of creating value for the Group and its Shareholders in a medium-long term time horizon, stimulating commitment to common objectives at Group level and fostering the retention of those who hold key positions.  

AUTHORIZATION TO BUY BACK OWN SHARES

The AGM renewed for a period of 18 months the authorization of the Board of Directors to buy back a maximum of 10 million ordinary shares, each with a nominal value € 0.52, without prejudice to the fact that, including in the calculation the treasury shares already held even through subsidiaries, the nominal value of the shares may not in any way exceed one fifth of the Company’s share capital. The price paid per share cannot be more than 15% higher or lower than the benchmark price recorded by the Company’s shares in the Stock Exchange trading session preceding each single buyback transaction or the date on which the price is fixed. In the event of purchases made following the procedures stated in points (a), (c) and (d) of the following paragraph, and in any case where 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 deal and the highest current independent bid price in the same market, in compliance with what is prescribed by Art. 3 of EU Delegated Regulation no. 2016/1052. 

The purchases must be made in the market, in compliance with the terms of Art. 132 of D.Lgs. no. 58/98 and with the rules of law or regulations in force at the moment of the transaction, and more specifically: (a) through a public tender offer to buy or exchange shares; (b) on regulated markets following operating procedures established in the rules for organizing and managing the same markets, which do not allow bids to be matched directly with pre-determined offers; (c) through the pro-rata assignment to the shareholders of put options to be assigned within 15 months of the date of the AGM resolution authorizing the same and exercisable within 18 months of the same date; (d) through the purchase and sale of derivative instruments traded in regulated markets that involve the physical delivery of the underlying shares in compliance with the provisions of Art. 144-bis of Consob’s Rules for Issuers and with the terms of Articles 5 and 13 of EU Regulation 596/2014.

The main reasons why this authorization is being renewed are the following: (i) to fulfil obligations resulting from possible stock option plans or other assignations of shares of the Company to employees or members of the administrative bodies of Sogefi S.p.A. or its subsidiaries, and to fulfil any obligations resulting from debt instruments convertible into or exchangeable with equity instruments;  (ii) to have a portfolio of treasury shares to use as consideration in any extraordinary transaction, including an exchange of shareholding interests, with other entities within the scope of transactions in the interest of the  Company (“a stock of securities”); (iii) to support liquidity in the market, optimize the capital structure, remunerate the shareholders in particular market situations, all within the limits established by current rules and regulations; (iv) to seize opportunities for creating value and investing liquidity efficiently in relation to the market trends; (v) for any other purpose that the competent Authorities should qualify as admitted market practice as per the terms of European and domestic rules applicable and following the procedures established therein.

As of today’s date, the Company is holding 1,877,751 treasury shares, equal to 1.56% of the share capital.

Sogefi: results for first quarter 2023

Revenues up by 13.2% to € 431.6 million

EBIT: +21.4% to € 25.7 million

Net income higher at € 13.2 million  (€ 10.7 million in first quarter 2022)

Free Cash Flow positive for € 39.6 million (€ 43.7 million in first quarter 2022)

Debt before IFRS 16 lower at € 186.9 million (€ 213.4 million at end of March 2022)

Milan, 21 April 2023 – The Board of Directors of Sogefi S.p.A., which met today under the chairmanship of Monica Mondardini, has approved the interim report on operations of the group as of 31 March 2023, presented by Chief Executive Officer Frédéric Sipahi.

Sogefi, a company of the CIR Group, is one of the main producers at global level of automotive components in the Air and Cooling, Filtration and Suspensions sectors.

PERFORMANCE OF THE MARKET

In the first quarter of 2023 world vehicle production reported growth of 5.7% compared to the equivalent period of 2022, with progress made in all geographical areas except China, which reported a decline of 7.9%. Growth was particularly buoyant in Europe, +25.6%, and was also significant in NAFTA (+9.8%), Mercosur (+14.2%) and India (+9.4%). 

In 2023, S&P Global (IHS), a source commonly used in the sector, forecasts that world production could rise by 3.8% compared to 2022, with growth in all the main geographical areas.

SUMMARY OF SOGEFI’S PERFORMANCE IN FIRST QUARTER 2023

The Group’s consolidated revenues posted double-digit growth on the first quarter of 2022, +13.2%, underpinned by the increase in production volumes (+7.3%) and by the higher selling prices (+5.4%).

Results were positive and showed an improvement:

  • EBITDA rose by 7.4% compared to first quarter 2022, to € 53.7 million, thanks to the growth in volumes and the contribution margin holding up well despite the higher energy costs;
  • EBIT was up by 21.4% at € 25.7 million and the EBIT margin rose to 6% of revenues versus 5.6% in first quarter 2022;
  • The business generated free cash flow of € 39.6 million (€ 43.7 million in first quarter 2022);
  • Net debt (before IFRS 16) decreased to € 186.9 million at 31 March 2023, versus € 224.3 million at 31 December 2022.

Commercial activity was positive, with new contracts concluded even for E-mobility platforms (31% of the value of new contracts in first quarter 2023);

  • The Filtration division obtained contracts in Europe for the supply of brake circuit filters for trucks and in India for the supply of air filters;
  • The Suspensions division signed a contract in India for stabilizer bars with an innovative player who is aspiring to become one of the main producers in the market for electric cars in India, and various contracts in Europe and South America for stabilizer bars and leaf springs;
  • The Air and Cooling division signed contracts, in China with customers in the E-mobilitysector, in North America for the supply of thermal management and air ducts, and in Europe for inlet manifolds. 66% of the value of the new contracts obtained in 2023 by the Air and Cooling division are for E-mobility platforms.

Investments in innovations were significant:

  • The use of HoloLens Metaverse viewers for augmented reality, which make it possible to visit production sites virtually, supporting workplace safety remotely and giving instructions in real time: the aim is to equip all the group’s production sites with this innovative technology by the end of 2023;
  • The ACMA, the association representing Indian car component producers, has given the Suspensions division three awards for its excellence in digitization, designing and developing new products and localization, and has certified it as a sustainable business.

CONSOLIDATED RESULTS IN FIRST QUARTER 2023

The revenues for first quarter 2023 came in at € 431.6 million, up by 13.2% compared to the same period of 2022 (+13.1% at constant exchange rates).

Volumes sold rose by 7.3% compared to those of the same period of 2022 and selling prices increased on average by 5.4%, the increase being distributed between the different product lines partly as a function of the evolution of the costs of raw materials and the parts used.

Revenues posted double-digit growth in all geographical areas, with the sole exception of China: +11.9% in Europa, +21.5% in North America (+19.2% at constant exchange rates), +17.6% in South America (+8.8% at constant exchange rates net of inflation in Argentina) and +15.9% in India (+21.3% at constant exchange rates); in China revenues declined by 3% but were stable at constant exchange rates.

Sogefi’s revenue performance was significantly better than that of the market in NAFTA, India and China.

Suspensions reported a rise in revenues of 18.4% (+17.4% at constant exchange rate), with significant growth rates in all the geographical areas in which it operates, with the exception of China on account of the performance of the local market.

Filtration revenues were up by 10.6% (+11.1% at constant exchange rates), thanks to the good performance of business activity in North America and India and of the Aftermarket channel in Europe. 

Air and Cooling reported a 10.7% rise in revenues (both at current and constant exchange rates), with particularly significant increases in NAFTA.

EBITDA, totalling € 53.7 million, was up by 7.4% compared to € 50.0 million in first quarter 2022.

The contribution margin increased by 11.3% compared to first quarter 2022, thanks to the higher sales volumes, and the ratio of contribution margin to revenues remained substantially stable at 27.5% (28% in the same period of 2022), absorbing the extra costs generated by energy prices and inflation in general.  

The impact of fixed costs on revenues edged down to 14.3%, from 14.6% in first quarter 2022.

Other charges, which refer mainly to exchange rate differences, made a negative contribution to EBITDA of € 2.7 million versus a positive contribution of € 0.9 million in first quarter 2022.   

EBIT came in at € 25.7 million, up by 21.4% from € 21.2 million in first quarter 2022. The impact on revenues rose from 5.6% in first quarter 2022 to 6% in first quarter 2023. 

Financial expenses, amounting to € 5.7 million, were higher than those of the first quarter of 2022 (€ 4.5 million) because of the higher interest rates on the variable part of the loans.

Tax expense was substantially unchanged at € 6.0 million (€ 5.9 million in the same period of 2022).

The group reported net income of € 13.2 million (€ 10.7 million in the first quarter of 2022).

Free Cash Flow was a positive € 39.6 million (€ 43.7 million in first quarter 2022), also taking into account recourse to factoring.

At 31 March 2023 shareholders’ equity, excluding minority interests, stood at € 240.5 million, up from € 230.7 million at 31 December 2022.

Net financial debt before IFRS 16 totalled € 186.9 million at 31 March 2023, down from € 224.3 million at 31 December 2022 and € 213.4 million at 31 March 2022. Including financial payables for rights of use, in accordance with IFRS 16, net debt at 31 March 2023 stood at € 255.9 million, down from € 294.9 million at 31 December 2022 and € 281.8 million at 31 March 2022. 

At 31 March 2023 the Group had committed credit lines in excess of its needs for € 313.0 million.

SIGNIFICANT EVENTS THAT HAVE TAKEN PLACE SINCE 31 MARCH 2023

Since the close of the period, there have been no significant events that could have an impact on the economic, patrimonial or financial information contained in this press release.

OUTLOOK FOR THE YEAR

Visibility as to the performance of the automotive market in 2023 is still limited because of the uncertainties linked to the macroeconomic evolution, the volatility of commodity prices (although less pronounced than in 2022), particularly energy, and to the trend of inflation and interest rates.  

For 2023, S&P Global (IHS) is forecasting that world car production will grow by 3.8% on 2022, with Europe posting +8.2%, NAFTA +5.2% and South America +3.6%.

As for raw materials and energy, in the early months of 2023 prices have been trending downwards but they remain very high and very volatile.     

Provided there is no serious deterioration in the geopolitical and macroeconomic scenario from today’s levels, in 2023 the Sogefi Group expects to see mid single-digit revenue growth and profitability, excluding non-recurring expense, at least in line with that of 2022.

Disclosure regarding the buyback of shares

Milan, 17 April  2023 – Following the resolution of the Board of Directors on 12 September 2022 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 12 September 2022, CIR S.p.A. announces that between 11 and 14 April 2023 it bought back, on the Euronext Milan market, 784,277 shares at an average unitary price of € 0.3816, for a total amount of € 299,250.64.

As of today, CIR S.p.A. is holding a total of 37,289,077 treasury shares, equal to 3.37% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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Disclosure regarding the buyback of shares

Milan, 11 April  2023 – Following the resolution of the Board of Directors on 12 September 2022 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 12 September 2022, CIR S.p.A. announces that between 3 and 6 April 2023 it bought back, on the Euronext Milan market, 687,000 shares at an average unitary price of € 0.3868, for a total amount of € 265,723.80.

As of today, CIR S.p.A. is holding a total of 36,504,800 treasury shares, equal to 3.3% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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CIR: lists filed for the renewal of the Board of Statutory Auditors

Milan, 7 April 2023 – In relation to the appointment of the Board of Statutory Auditors of CIR S.p.A. for the years 2023-2024-2025, in view of the ordinary Annual General Meeting of the Shareholders to be held on 28 April 2023 at 10.00 a.m. at a single call, we inform that three further lists of candidates have been filed pursuant to article 144-sexies, paragraph 5 of the Issuers’ Regulation by the following shareholders:

  • Alessandro Nizzi and Beatrice Baroncelli, holder of 27,756,350 ordinary shares in CIR equal to 2.507% of the share capital, with the following candidates:

Candidate for the position of Statutory Auditor (in office)

  1. Barbara Giovanni

Candidate for the position of Alternate Auditor

  1. Pardi Marco
  • Navig S.a.s., holder of 24,400,000 ordinary shares in CIR equal to 2.204% of the share capital, with the following candidates:

Candidate for the position of Statutory Auditor (in office)

  1. Cinti Gianluca

Candidate for the position of Alternate Auditor

  1. Beretta Daniele
  • Eurizon Capital SGR S.p.A., Fideuram Asset Management Ireland, Fideuram Intesa Sanpaolo Private Banking Asset Management SGR S.p.A. and Mediolanum Gestione Fondi SGR S.p.A., on behalf of certain investment funds managed by them, holders of overall 17,725,592 ordinary shares in CIR equal to 1.60093% of the share capital, with the following candidates:

Candidates for the position of Statutory Auditor (in office)

  1. Fulgeri Alessia

Candidates for the position of Alternate Auditor

  1. Izzo Maria Federica

The CVs and the documentation in which the candidates accept their candidature and attest that they possess the requisites prescribed by law and by the Company Bylaws together with the profile containing their personal and professional details are available to the public as from today at the Company headquarters (Via Ciovassino 1, Milan), on the website www.cirgroup.it and on the authorized storage mechanism eMarket STORAGE.

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CIR: filing of documentation for AGM

Milan, 6 April 2023 – Regarding the Annual General Meeting of the Shareholders of CIR S.p.A., to be convened in ordinary session for 28 April 2023, 10.00 a.m., 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 31 December 2022, the Report of the Board of Statutory Auditors, and the Reports of the Firm of Auditors (item 1);
  • The Consolidated Non-Financial Report for 2022;
  • The Report on Corporate Governance and ownership structure as per Art. 123 – bis del TUF.

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CIR: F.lli De Benedetti S.p.A. presents list for Board of Statutory Auditors

Milan, 4 April 2023 – CIR S.p.A. announces that the company F.lli De Benedetti S.p.A., holder of 398,116,475 ordinary shares in CIR equal to 35.957% of the share capital, is the only shareholder to have presented a list for the renewal of the Board of Statutory Auditors for the years 2023-2024-2025, in view of the ordinary Annual General Meeting of the Shareholders to be held on 28 April 2023 at 10.00 a.m. at a single call.

The list contains the following candidates:

Candidates for the position of Statutory Auditor (in office)

  1. Mantegazza Francesco
  2. Maria-Maddalena Gnudi
  3. Rebecchini Gaetano

Candidates for the position of Alternate Auditor

  1. Dellatorre Antonella
  2. Macchiorlatti Vignat Luigi
  3. Marini Gianluca

As only one list has been presented, pursuant to the terms of the second paragraph of Art. 144-octies of Consob Resolution no. 11971 of 14.5.1999 and subsequent amendments and additions, it should be noted that further lists can be presented until 6 April 2023; the threshold of 2.5% stipulated in Art. 22 of the Company Bylaws is reduced by a half as required by paragraph five of Art.  144-sexies of the Resolution.

The CVs and the documentation in which the candidates accept their candidature and attest that they possess the requisites prescribed by law and by the Company Bylaws together with the profile containing their personal and professional details are available to the public as from today at the Company headquarters (Via Ciovassino 1, Milan), on the website www.cirgroup.it and on the authorized storage mechanism eMarket STORAGE.

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CIR: lists filed for the renewal of the Board of Directors

Milan, 4 April 2023 – In relation to the appointment of the Board of Directors of CIR S.p.A., in view of the ordinary Annual General Meeting of the Shareholders to be held on 28 April 2023 at 10.00 a.m. at a single call, we inform that two lists of candidates have been filed by the following shareholders:

  • F.lli De Benedetti S.p.A., holder of 398,116,475 ordinary shares in CIR equal to 35.957% of the share capital, with the following candidates:
  1. De Benedetti Rodolfo
  2. Mondardini Monica
  3. De Benedetti Marco
  4. De Benedetti Edoardo
  5. Pasinelli Francesca
  6. Porcari Maria Serena 
  7. Bertherat Philippe                        
  8. Oliveri Elisabetta                                       
  • Alessandro Nizzi and Beatrice Baroncelli, holder of a total of 27,756,350 ordinary shares in CIR equal to 2,507% of the share capital, with the following candidates:
  1. Nizzi Tommaso
  2. Giachetti Antonella
  3. Dami Filippo

The CVs and the documentation in which the candidates accept their candidature and attest that they possess the requisites prescribed by law and by the Company Bylaws together with the profile containing their personal and professional details are available to the public as from today at the Company headquarters (Via Ciovassino 1, Milan), on the website www.cirgroup.it and on the authorized storage mechanism eMarket STORAGE.

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Disclosure regarding the buyback of shares

Milan, 3 April  2023 – Following the resolution of the Board of Directors on 12 September 2022 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 12 September 2022, CIR S.p.A. announces that between 27 and 31 March 2023 it bought back, on the Euronext Milan market, 1,071,939 shares at an average unitary price of € 0.3904, for a total amount of € 418,520.58.

As of today, CIR S.p.A. is holding a total of 35,817,800 treasury shares, equal to 3.235% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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Disclosure regarding the buyback of shares

Milan, 27 March  2023 – Following the resolution of the Board of Directors on 12 September 2022 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 12 September 2022, CIR S.p.A. announces that between 20 and 24 March 2023 it bought back, on the Euronext Milan market, 1,463,678 shares at an average unitary price of € 0.3958, for a total amount of € 579,321.24.

As of today, CIR S.p.A. is holding a total of 34,745,861 treasury shares, equal to 3.14% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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CIR: filing of documentation for AGM

Milan, 23 March 2023 – Regarding the Annual General Meeting of the Shareholders of CIR S.p.A., convened in ordinary session for 28 April 2023, 10.00 a.m., at a single calling, it is announced that are 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 proposed authorization to buy back own shares and use them as appropriate, subject to revocation of the prior authorization (item 2);
  • the Report on the remuneration policy and on compensation paid pursuant to Art. 123 – ter of the TUF (item 3);
  • the Report of the Board of Directors on the proposal to approve Stock Grant Plan 2023 (item 4).

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Disclosure regarding the buyback of shares

Milan, 20 March  2023 – Following the resolution of the Board of Directors on 12 September 2022 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 12 September 2022, CIR S.p.A. announces that between 13 and 17 March 2023 it bought back, on the Euronext Milan market, 1,821,104 shares at an average unitary price of € 0.4000, for a total amount of € 728,453.85.

As of today, CIR S.p.A. is holding a total of 33,282,183 treasury shares, equal to 3.01% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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CIR: filing of documentation for AGM

Milan, 16 March 2023 – Regarding the Annual General Meeting of the Shareholders of CIR S.p.A., to be convened in ordinary session for 28 April 2023, 10.00 a.m., 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 Appointment of the Board of Directors, determination of the number of members, term of office and relevant remuneration (item 5);
  • the Report of the Board of Directors on the Appointment of the Board of Statutory Auditors for the financial years 2023-2024-2025 and determination of the relevant remuneration (item 6).

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Disclosure regarding the buyback of shares

Milan, 13 March  2023 – Following the resolution of the Board of Directors on 12 September 2022 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 12 September 2022, CIR S.p.A. announces that between 6 and 10 March 2023 it bought back, on the Euronext Milan market, 974,489 shares at an average unitary price of € 0.4199, for a total amount of € 409,181.15.

As of today, CIR S.p.A. is holding a total of 31,461,079 treasury shares, equal to 2.84% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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CIR: results for the year 2022

  • Strong growth in revenues (+13.9% on 2021) to € 2,235.6 million, thanks to the positive evolution of the subsidiaries Sogefi and KOS

  • Consolidated EBITDA at € 295.7 million (higher on a recurring basis)

  • Consolidated net result at overall breakeven (-€ 0.2 million), negatively affected by returns on financial assets, due to the negative market trends

  • Net financial position of the parent company positive for € 320.3 million

Milan, 13 March 2023 – The Board of Directors of CIR S.p.A. – Compagnie Industriali Riunite (“CIR”, the “Group” or the “Company”), which met today under the chairmanship of Rodolfo De Benedetti, has approved the proposed financial statements for the year and the consolidated accounts of the group as of 31 December 2022 presented by Chief Executive Officer Monica Mondardini.

Consolidated results

During 2022, the Company and its subsidiaries operated in a complex environment that was still suffering the effects of the pandemic, although to a lesser extent, and the high cost of raw materials and energy, aggravated by the conflict between Russia and Ukraine and by the negative performance of the financial markets. Only in the last quarter of the year did the tension in the financial, energy and commodity markets ease. 

The consolidated revenues of the Group came in at € 2,235.6 million, posting a rise of 13.9% on 2021, with positive dynamics in both areas of activity (healthcare and automotive components), which recovered considerably after two years that were strongly impacted by the effects of the Covid-19 pandemic.

The consolidated gross operating margin (EBITDA) came to € 295.7 million, 13.2% of revenues (€ 300.7 million in 2021). Excluding the non-recurring items reported in the two years, consolidated EBITDA increased by 5.4% compared to 2021.

The consolidated operating result (EBIT) was € 81.7 million (€ 80.2 million in 2021). Excluding, in this case too, the effect of the non-recurring items, consolidated EBIT rose by 40% on a recurring basis.

The management of financial assets, which were worth a total of € 393.1 million at the end of 2022, produced a negative result of € 5.0 million (+€ 24.4 million in 2021), with an average return of -1.3%; it should be noted that the return obtained compares with performances of between -10% and -20% for the main equity and bond indexes.

Thus the consolidated net result came to -€ 0.2 million versus net income of € 18.0 million in 2021.

The recurring operating results of the subsidiaries showed growth while the consolidated net result was impacted by the return on the financial investment portfolio, which was affected by the negative performance of the markets; the net result of the financial subsidiaries of the group (CIR, CIR International and CIR Investimenti) was in fact negative for € 16.5 million, after a positive contribution of € 16.1 million in 2021.

Consolidated net financial debt before IFRS 16 stood at € 81.8 million at 31 December 2022, almost unchanged from € 85.6 million at 31 December 2021:

  • The net debt of the subsidiaries declined to € 402.2 million from € 418.0 million at 31 December 2021;
  • the net financial position of the Parent Company(including the subsidiaries CIR Investimenti and CIR International) is still very positive, at € 320.3 million, but is slightly lower than at 31 December 2021 (€ 332.3 million), due to the buyback of own shares for € 6.4 million and to the lower financial results.

Consolidated net financial debt, inclusive of IFRS 16 payables, amounted to € 950.6 million at 31 December 2022, with rights of use of € 868.8 million, referring mainly to the subsidiary KOS (€ 798.2 million), which operates largely in leased premises.

The shareholders’ equity of the Group stood at € 743.4 million at 31 December 2022 (€ 740.4 million al 31 December 2021).

KOS

The effects of the Covid-19 pandemic caused a reduction in the activity of KOS as from the second quarter of 2020 until the early months of 2021; from the second quarter of 2021 and for the whole of 2022 the business reported an improvement, thanks to the pandemic situation becoming less critical, although it still has not reached pre-Covid levels.

KOS’ revenues came in at € 683.5 million, posting growth of 6.5% compared to the previous year, thanks especially to the recovery of the nursing home sector in Italy (+16.3%) and in Germany (+6.6%).

EBIT came to € 30.4 million; in 2021 KOS had reported EBIT of € 31.8 million, which included non-recurring income of approximately € 12.0 million; the recurring operating result has therefore increased, thanks to the gradual recovery in levels of activity and operating efficiency, and despite the considerable rise in healthcare personnel costs and energy costs.

The net result for the year was one of overall breakeven (-€ 0.8 million versus € 1.4 million in 2021, which contained the non-recurring income mentioned above).

Operating Free Cash Flow before IFRS 16 was a positive € 5.0 million; KOS is continuing to pursue its plan for developing and acquiring new facilities and invested € 23.0 million in greenfield sites, for which the cash flow, including investments in new facilities, came to -€ 18.1 million.

Net debt at the close of 2022, excluding payables from the application of IFRS 16, stood at € 178.3 million (€ 160.2 million at year-end 2021); total net debt, including the IFRS 16 payables, came to € 976.4 million.

Sogefi

Global production of motor vehicles recorded growth of 6.2% compared to 2021, with a contribution from all geographical areas: +5.7% in Europe, +9.7% in NAFTA, +8.3% in Mercosur, +6.1% in China and +22.7% in India. As for production costs, the first nine months of 2022 saw continuing tension in the commodity and energy markets, which was exacerbated by the conflict between Russia and Ukraine, but which eased in the last quarter of the year.

Sogefi’s revenues were up by 17.5% compared to 2021, thanks to growth in production volumes (+4%), the increase in selling prices linked to the rise in the cost of raw materials, and to the evolution of exchange rates (+12.6% at constant exchange rates).

Economic results were positive, posting a distinct improvement: in fact EBIT came in at € 68.3 million (4.4% of revenues), up by 17% from € 58.4 million in 2021.

Net income was € 29.6 million (€ 2.0 million in 2021).

Free Cash Flow was positive for € 29.3 million (€ 32.4 million in 2021).

Net debt before IFRS 16 was lower at € 224.3 million at 31 December 2022, compared to € 258.2 million at 31 December 2021.

Financial management

As a result of the shock to the financial markets caused by the conflict between Russia and Ukraine and the hike in interest rates adopted by central banks to counter inflation, during 2022 the financial markets reported one of the worst performances of the last few decades.

Against this backdrop, the management of financial assets, which totalled € 393.1 million at year end 2022, reported a negative result of € 5.0 million (+€ 24.4 million in 2021), with an average return of -1.3%; it should be noted however that the return obtained compares with performances of between -10% and -20% for the main equity and bond indexes.

On 22 December 2022 the parent company CIR signed a binding preliminary agreement, subject to certain conditions precedent, for the sale of a real estate property complex not instrumental to the business, which has a carrying value in the accounts of € 11.0 million, for a total amount of € 38.0 million. The amount of € 5.0 million has been received as a deposit, while the remaining amount will be paid on completion of the deal (indicatively by the end of 2023), when the capital gain will be recognized.

ESG plans and performance

In 2022 the CIR group achieved the sustainability objectives set out in the 2021-2025 plans of the Company and its subsidiaries.

Progress has been made on the de-carbonization front, with a reduction in energy intensity in all the group’s businesses and a mix of energy sourcing with a growing percentage of green energy.

Waste management has also improved significantly, with an increase of almost 10p.p. in the percentage of waste recycled, especially by Sogefi. The latter has also continued to develop products for sustainable mobility with more than 50% of new orders being for hybrid or electric platforms.

With regards to the management of human resources, the number of hours dedicated to personnel training has increased and action continues to be taken to guarantee that equality of treatment is monitored in all countries in which the group operates.

Significant events that have taken place since 31 December 2022

Since the close of the year 2022 there have been no significant events that could have an impact on the economic, patrimonial and financial information given herein.

Outlook for the year

Visibility as to the performance of the Group’s businesses in coming months remains low due to the continuing uncertainty regarding the evolution of the Russian-Ukrainian conflict, macroeconomic developments and the prices of raw materials, particularly energy.

As far as KOS is concerned, in a context with fewer critical operational issues relating to the pandemic, return to pre-Covid levels of activity is expected during this year for Rehabilitation and Acute and in 2024 for nursing homes in Italy and Germany, after a gradual increase in saturation during 2023, reaching levels close to those of 2019. In the absence of events or circumstances that could make the environment more complex than it is at present, the operating results of KOS for the whole year should be improving vs. the past year.

As for the automotive market, in which Sogefi operates, visibility for 2023 remains limited due to the uncertainty linked to the Russian-Ukrainian conflict, the macroeconomic trend, and the availability and cost of raw materials and energy. For 2023, S&P Global (IHS) is forecasting growth in world car production of 3.6% compared to 2022, with Europe at +7.1%, Nafta at +5.4%, South America at +4.9% and China at +1.1%. As far as commodity and energy prices are concerned, in 2022 the rising trend came to an end, although volatility remains high. In some geographical areas there are still inflationary pressures on labour costs. Provided there is no serious deterioration in the geopolitical and macroeconomic scenario from today’s levels, for 2023 Sogefi expects to see mid-single-digit revenue growth and an operating result, excluding non-recurring expense, which is at least in line with that of 2022.

As for the financial asset management of the holding company, given the uncertainty linked to the geo-political, macroeconomic and financial climate, volatile conditions are expected to continue throughout 2023 although there should be an improvement in the returns on financial assets.  

Dividend proposal

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

Annual General Meeting of the Shareholders

The Annual General Meeting of the Shareholders will be held, in an ordinary session and at a single calling, on 28 April 2023. The Board of Directors at today’s meeting has voted, among other things, to put the following proposals before the Annual General Meeting of the Shareholders:

  • The cancellation (for the part not utilized) and renewal of the authorization of the Board of Directors, in the light of the rules stated in Articles 2357 and following articles of the Civil Code, of Art. 32 of D.Lgs no. 58/98 (the “TUF”), of Art. 144-bis of CONSOB Resolution no. 11971/1999, of EU Regulation no. 596/2014 (the “MAR”), of EU Delegated Regulation no. 2016/1052, of Consob Resolution no. 20876 of April 3 2019 and Consob Guidelines of July 2019, for a period of 18 months to buy back a maximum of 220,000,000 of its own shares; it should also be taken into account that, including in the calculation any own shares already owned even through subsidiaries, the number of shares bought back must not in any case exceed a total number of shares representing one fifth of the share capital of CIR; that the buyback transactions may take place at a unit price that must not be more than 15% higher or lower than the benchmark price recorded by the Company’s shares in the Stock Exchange trading session preceding each single buyback or preceding the date on which the price is fixed in the event of purchases made in accordance with points (i), (iii) and (iv) of the following paragraph. 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.

    The buyback must take place in the market, in compliance with the terms of Art. 132 of the TUF and with the terms of the law or the regulations in force at the moment of the transaction and more precisely (i) through a public tender offer to buy or exchange shares; (ii) on regulated markets following operating procedures established in the rules for organizing and managing the said markets, which do not allow bids and offers to be matched directly; (iii) through the assignment pro-rata of put options to the shareholders to be assigned within 15 months of the date of the AGM resolution authorizing the same with exercise within 18 months of the same resolution; (iv) through the purchase and sale of derivative instruments traded on regulated markets that involve physical delivery of the underlying shares in compliance with the further provisions contained in Art. 144-bis of the Rules for Issuers issued by Consob, and as per the terms of Articles 5 and 13 of the MAR. As far as the disposal (alienation) of the own shares is concerned, the resolution being submitted includes am authorization to carry out any act of disposition, including the right to use the shares thus bought, without any time limits or constraints, even for compensation plans based on the Company’s shares.

    The main reasons why this authorization is being renewed are the following: (a) 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 CIR or its subsidiaries, or to fulfil any obligations resulting from debt instruments that are convertible into or exchangeable with equity instruments; (b) to have a portfolio of own shares to use as consideration for any extraordinary transactions, even those involving an exchange of shareholdings, with other parties within the scope of transactions of interest to the Company (a so-called “stock of securities”), all within the limits of the regulations in force at the time (c) to engage in action to support market liquidity, optimize the capital structure and remunerate shareholders in particular market conditions, all within the limits established by current rules and regulations; (d)  to take advantage of opportunities for creating value, as well as investing liquidity efficiently in relation to the market trend; (e) for any other purpose qualified by the competent Authorities as admitted market practice in accordance with applicable European and domestic rules, and with the procedures established therein;

  • The approval of a stock grant plan for 2023 aimed at employees of the Company and its subsidiaries, in terms to be defined by the Board of Directors and communicated 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 the Company.

  • The renewal of the Board of Directors, whose mandate ends with the approval of the financial statements as of 31 December 2022;

  • The renewal of the Board of Statutory Auditors, whose mandate ends with the approval of the financial statements as of 31 December 2022.