Press releases

1207 Risultati trovati
- 10:44 CEST

CIR: the extraordinary Shareholders’ meeting approved the proposed statutory amendments including the introduction of the enhanced increased voting system

Milan, 6 September 2024 – The Shareholders’ Meeting of CIR S.p.A. – Compagnie Industriali Riunite (“CIR” or the “Company”), convened today in extraordinary session and chaired by Dr. Rodolfo De Benedetti, approved the proposed statutory amendments illustrated in the documentation made available to shareholders under the terms and conditions of law, and, in particular:

  • the introduction of the possibility of holding meetings through exclusive participation through the so-called designated representative;
  • the introduction of the possibility of holding meetings exclusively by telecommunications means;
  • the enhancement of the increased voting system currently in force;
  • the clarification of the cases for maintaining the enhanced vote envisaged by the legislation and other changes to the statutory regulation of the enhanced vote;
  • the modification of the maximum number of directors, and some changes in relation to the appointment of the members of the board of directors;
  • the inclusion of the sectors of activity strictly related to that of the company pursuant to the decree of the Ministry of Justice dated 30 March 2000 n. 162 and related amendment to article 22 of the By-laws;
  • further statutory amendments to articles 7, 9 and 15 of the By-laws.

The approved statutory amendments will be effective starting from the registration of the minutes of the extraordinary shareholders’ meeting with the competent Company Register. The registration of the minutes will be communicated to the market by the Company in accordance with applicable laws and regulations.

Please note that shareholders who did not participate in the adoption of the resolution (i.e., absent, dissenting or abstentions shareholders) relating to the strengthening of the enhanced voting system, through the introduction of paragraph 6-bis of article 8 of the By-laws, will be able to exercise the right of withdrawal (the “Withdrawing Shareholders”), pursuant to article 2437-bis of the civil code, starting from the date of registration of the resolution with the competent Company Register. Please note that the effectiveness of this statutory amendment will cease (and, therefore, the enhancement of the increased vote and the related right of withdrawal will cease) if the amount to be paid by CIR to the Withdrawing Shareholders exceeds in total an amount equal to Euro 60 million, without prejudice, in any case and for clarity, that the Withdrawal Amount will be calculated net of the amounts due by shareholders who exercise their option and pre-emption rights pursuant to article 2437-quater of the civil code.

Pursuant to article 2437-ter, paragraph 3, of civil code, the liquidation price to be paid to Withdrawing Shareholders for each share for which the right of withdrawal is exercised is equal to Euro 0.5454, determined by exclusively referring to the arithmetic mean of the closing prices of the CIR share recorded on the Italian Telematic Market of Borsa Italiana S.p.A. in the six months preceding the publication of the notice convening the extraordinary meeting held today, i.e. 2 August 2024.

Further information relating to the exercise of the right of withdrawal by shareholders who are entitled to it will be provided in accordance with the applicable legislative and regulatory provisions.

The new By-laws of the Company, as amended by the Extraordinary Shareholders’ Meeting held today, will be available on the authorized storage mechanism eMarket STORAGE (www.emarketstorage.com), at the registered office and on the Company’s website (www. cirgroup.com), respectively in the Governance/Shareholders’ Meeting and Governance/Governance System sections.

The minutes of the extraordinary shareholders’ meeting and the summary report of the votes will be made available on the Company’s website – Governance/Meetings Section within the terms established by current legislation.

For further information on the statutory amendments approved today, please refer to the documentation available on the Company’s website (www.cirgroup.com) – Governance Section, while further information relating to the exercise of the right of withdrawal by shareholders who have not participated in the adoption of the resolution relating to the strengthening of the enhanced voting system (i.e., absent, dissenting or abstention shareholders) will be provided in accordance with the applicable legislative and regulatory provisions.

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- 18:15 CEST

Disclosure regarding the buyback of shares

Milan, 2 September 2024 – Following the resolution of the Board of Directors on 29 April 2024 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 29 April 2024, CIR S.p.A. announces that between 26 and 30 August 2024 it bought back, on the Euronext Milan market, n. 677,000 shares at an average unitary price of € 0.6050, for a total amount of € 409,580.30. As of today, CIR S.p.A. is holding a total of 29,671,082 treasury shares, equal to 2.83% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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- 18:15 CEST

Disclosure regarding the buyback of shares

Milan, 26 August 2024 – Following the resolution of the Board of Directors on 29 April 2024 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 29 April 2024, CIR S.p.A. announces that between 19 and 23 August 2024 it bought back, on the Euronext Milan market, n. 632,349 shares at an average unitary price of € 0.5991, for a total amount of € 378,852.01.

As of today, CIR S.p.A. is holding a total of 28,994,082 treasury shares, equal to 2.77% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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- 18:15 CEST

Disclosure regarding the buyback of shares

Milan, 19 August 2024 – Following the resolution of the Board of Directors on 29 April 2024 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 29 April 2024, CIR S.p.A. announces that between 12 and 16 August 2024 it bought back, on the Euronext Milan market, n. 502,672 shares at an average unitary price of € 0.5742, for a total amount of € 288,631.36.

As of today, CIR S.p.A. is holding a total of 28,361,733 treasury shares, equal to 2.71% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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- 18:15 CEST

Disclosure regarding the buyback of shares

Milan, 12 August 2024 – Following the resolution of the Board of Directors on 29 April 2024 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 29 April 2024, CIR S.p.A. announces that between 5 and 9 August 2024 it bought back, on the Euronext Milan market, n. 1,355,000 shares at an average unitary price of € 0.5642, for a total amount of € 764,423.50.

As of today, CIR S.p.A. is holding a total of 27,859,061 treasury shares, equal to 2.66% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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- 18:15 CEST

Disclosure regarding the buyback of shares

Milan, 5 August 2024 – Following the resolution of the Board of Directors on 29 April 2024 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 29 April 2024, CIR S.p.A. announces that between 29 July and 2 August 2024 it bought back, on the Euronext Milan market, 899.897 shares at an average unitary price of € 0.5806, for a total amount of € 522,517.33.

As of today, CIR S.p.A. is holding a total of 26,504,061 treasury shares, equal to 2.53% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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- 10:00 CEST

CIR: filing of documentation for EGM

Milan, 2 August 2024 –CIR S.p.A. announces that, with reference to the extraordinary Shareholders’ Meeting called for 6 September 2024, at 9.00 am, in single call, it has made available to the public, at its registered office (Via Ciovassino 1, Milan), on the website www.cirgroup .it (Governance/Shareholders’ Meeting section) and on the authorized storage mechanism “eMarket STORAGE”, the explanatory report of the Board of Directors on the items on the agenda.

The form for the granting of proxies or sub-delegations to the Designated Representative for representation at the Assembly pursuant to art. 135-novies of Legislative Decree 58/1998 and the form for granting the proxy and related voting instructions to the Designated Representative pursuant to art. 135-undecies of Legislative Decree 58/1998 are available on the website www.cirgroup.it (Governance/Shareholders’ Meeting section).

Any further documentation relating to the Shareholders’ Meeting, required by current legislation, will be made available to the public according to the terms of law.

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- 18:15 CEST

Disclosure regarding the buyback of shares

Milan, 29 July 2024 – Following the resolution of the Board of Directors on 29 April 2024 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 29 April 2024, CIR S.p.A. announces that between 22 and 26 July 2024 it bought back, on the Euronext Milan market, 749,600 shares at an average unitary price of € 0.5809, for a total amount of € 435,427.70. As of today, CIR S.p.A. is holding a total of 25,739,138 treasury shares, equal to 2.46% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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- 14:54 CEST

CIR: Results for first half 2024 and amendment of Company Bylaws

  • Consolidated revenues up by 2% on 2023, to € 928.2 million, +9% in the healthcare sector and -2.7% in the automotive sector
  • Consolidated EBITDA at € 134.4 million, + 20.8% on 1H 2023
  • Consolidated net income at €114.3 million, including extraordinary transactions
  • Free Cash Flow of € 365.1 million, before dividend distribution and buyback of own shares
  • Net financial position of the parent company positive and higher at € 369.8 million, before the receipt of € 61,7 million extraordinary dividend by Sogefi on 24 July
  • Net debt of the industrial subsidiaries before IFRS 16 substantially lower at € 54 million (before the € 110 million extraordinary dividend paid out by Sogefi on 24 July)
  • Call of the extraordinary shareholder’s meeting for the amendment of the Company Bylaws

Milan, 29 July 2024 – 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 semi-annual interim report as of 30 June 2024 as presented by Chief Executive Officer Monica Mondardini.

Consolidated results

In the first half of 2024, the CIR group reported a distinct improvement in the results of its continuing operations and completed extraordinary asset realization transactions, which generated capital gains and very significant cash flows.  

More specifically, the group reported a net result of € 114.3 million, compared to net income of € 14.0 million in the first half of 2023, and Free Cash Flow of € 365.1 million, before the dividend distribution and the buyback of own shares.

 As for the continuing operations:

  • Consolidated revenues came in at € 928.2 million, posting a rise of 2% on the first half of 2023; KOS reported revenues up by 9.0% while Sogefi reported a decline in revenues of 2.7%;
  • The consolidated gross operating margin (EBITDA) for the first half of 2024 came to € 134.4 million (14.5% of revenues), versus € 111.3 million in the same period of 2023 (12.2% of revenues).
  • The consolidated operating result (EBIT) came to € 49.5 million, up from € 28.6 million in the first half of 2023, following the evolution of EBITDA.
  • The net result was € 27.7 million or € 19.8 million net of minority interests (versus a loss of € 3.2 million in the first half of 2023); all the businesses of the group reported an improvement in their results, the subsidiaries Sogefi and KOS and the financial management activity carried out by CIR Investimenti and CIR International.
  • Free Cash Flow came to € 31.0 million, before the application of IFRS 16, dividends and the buyback of own shares.

As for the results of the assets sold:

On 25 June 2024, the sale was completed of the residential complex situated in Via dell’Orso 8, Milan, for a total amount of € 38 million, of which € 7 million had already been received in previous years as a deposit. The sale gave rise to a capital gain, net of transactions costs and taxes, of € 18.9 million;

  • On 31 May, the subsidiary Sogefi completed the sale of its Filtration division, as part of the strategy aimed at taking profit from the business after very significant growth in its results, reducing the group’s exposure to businesses that cannot be easily converted to e-mobility technologies, lowering the group’s debt and ensuring that it has the capacity needed to complete the turn-around of Suspensions and to further develop Air & Cooling products for e-mobility; the proceeds of the sale amounted to € 331.2 and the free cash flow (before IFRS 16) of the deal totalled € 316.5 million, net of the cash transferred, the costs of the deal and the tax charges resulting from the transaction. The deal generated a net capital gain of € 114.2 million, of which € 64,3 million attributable to CIR; the purchase and sale agreement provides for a price adjustment mechanism, on the basis of which Sogefi does not expect substantial changes to the amount cashed in at closing.
  • The contribution to net result of assets held for disposal, which includes the net income for the year of Filtration, came to € 154.1 million of which CIR’s share was € 94.5 million;
  • The Free Cash Flow of assets held for disposal, before IFRS 16, including Filtration’s operating free cash flow for the first five months of 2024, amounted to € 334.1 million.

At June 30 2024 the group had a consolidated net financial position before IFRS 16 of € 316.2 million, compared to a net debt position of € 17.8 million at 31 December 2023 and of € 32.8 million at 30 June 2023, thanks to the Free Cash Flow of € 365.1 million and after disbursements for dividends and the buyback of own shares for an amount of € 31.1 million.

The net financial position of theParent Company (including the subsidiaries CIR Investimenti and CIR International) was positive for € 369.8 million; the increase from 31 December 2023, when the NFP was € 314.4 million, was due mainly to the receipt of the balance due on the sale of the property complex (€ 31.0 million) and to the inflow of the dividends distributed by the subsidiaries KOS and Sogefi (€ 20.3 million).

The consolidated net financial debt including the IFRS 16 payables, amounted to € 532.6 million at 30 June 2024, which includes rights of use of € 848.8 million, mainly of the subsidiary KOS (€ 802.8 million), which operates principally in leased properties.

The equity of the Group stood at € 863.3 million at 30 June 2024 (€ 743.4 million at 31 December 2023).

KOS

In the first half of 2024 KOS reported a 9% rise in revenues, thanks to the increased saturation levels of the nursing homes both in Italy and in Germany.

In Italy the nursing homes (RSAs) reported an increase of 11.6% in their revenues with an average saturation of 91% including the facilities at the start-up stage, and of 93.2% for the consolidated facilities, a rate that is close to the level recorded before the pandemic crisis. The return to full operating potential forecast for the year 2024 is thus confirmed.

In Germany revenues increased by 14.2%, with an average saturation rate of 90% for the first half of the year, remaining lower than that of Italy. However, the trend is positive with an increase of 5 percentage points compared to the first half of 2023. The revenue growth also reflects adjustments being made to tariffs, aimed at offsetting the cost inflation in the three-year period 2021-2023.

The Rehabilitation and Psychiatrics sector, which had already recovered a normal level of activity in 2023, grew by 4.1%, thanks to the increase in services provided to National Health Service patients in some regions.

EBIT came to € 27.9 million, equal to 6.9% of revenues, compared to € 20.8 million, 5.6% of revenues, in the first half of 2023. The higher operating result was due to the increased level of business and to the ongoing adjustment of tariffs, especially in Germany, which at present are not sufficient to compensate for the cost inflation recorded in recent years. The group has adopted a plan for gradually increasing profitability through a gradual, non-traumatic adjustment of tariffs, greater operating efficiency, an improvement in the quality of the facility portfolio, and a ramp-up of green-field projects. Currently, performance is in line with the plan.

The net result was a positive € 5.0 million, up from + € 0.8 million in the first half of 2023.

Operating free cash flow, before application of IFRS 16, was balanced, negatively affected by the increase of € 17.3 million in working capital, due to higher receivables with the Public Administration, coherently with revenues growth and net working capital seasonality.

Net debt at the end of June 2024 increased by € 17.5 million, excluding the charges resulting from application of IFRS 16, to € 149.3 million, versus € 131.9 million at 31 December 2023. This was due to investments in development of € 4.7 million and dividends of € 12.3 million, of which € 6.9 million paid to CIR.

The net debt including payables for rights of use totalled € 952.1 million at 30 June 2024, compared to € 920.7 million at 31 December 2023.

Sogefi

In the first half of 2024, with car production remaining stable worldwide but declining in European and South American markets (-5.2% and -7.1% respectively), the consolidated revenues of the Sogefi Group (referring solely to continuing operations, excluding the Filtration business unit, which was subject to IFRS 5 following the sale agreement) came in at € 524.1 million, down by 2.7% compared to first half 2023, mainly as an effect of the non-positive performance reported in Europe (-6.3%), caused by the downturn in the market, and in North America (-2.6%), while in South America, China and India revenues increased by 2.6%, 16.2% and 10.3% respectively, outperforming the market.

EBIT, totalling € 27.8 million, was up on the first half of 2023 (€ 13.8 million), with an EBIT margin of 5.3% of revenues, compared to 2.6% in first half 2023.

Net income of the continuing operations came in at € 9.4 million, versus € 2.1 million in first half 2023; the net result of assets held for disposal was € 136.4 million, including the net result of the Filtration Business Unit in the first five months of 2024 and the capital gain on its sale, net of tax charges and transaction costs; therefore total net income came to € 145.8 million (€ 31.4 million in the first half of 2023).

Free cash flow, before the application of IFRS 16, was positive for € 323.1 million and included a free cash flow amount of € 303.1 million from Filtration and € 20.0 million generated by continuing business operations (€ -3.1 million in first half 2023).

The net financial position before IFRS 16 stood at € 95.3 million at 30 June 2024, versusa net debt position of € 200.7 million at 31 December 2023, after the payout of a total € 27.1 million dividends, of which € 13.4 million to CIR.  

The net financial position at the end of June 2024 including payables for rights of use was € 48.8 million, compared to a net debt of €266.1 million at 31 December 2023.

Following the resolution adopted by the Shareholders Meeting held on 17 July 2024, on 24 July 2024 the company paid an extraordinary dividend for a total of approximately € 110 million, thus reducing by the same amount the net financial position of the Group.

Financial Management

In the first half of the year, the financial markets performed positively in all sectors and bond yields were positive thanks to the interest rate hikes implemented by the central banks during previous years in order to combat inflation.

Management of the financial assets of the Parent Company and the financial subsidiaries generated positive financial income of € 17.5 million, compared to € 0.9 million in the first half of 2023. More specifically, the return on “easily convertible” assets (shares, bonds, hedge funds) was 2.6%, giving income of € 8.6 million, the Private Equity portfolio generated a gain of € 5.4 million, or 9.3%, while equity investments contributed a positive € 3.5 million.

Significant events that have occurred since 30 June 2024

As far as the Parent Company and its subsidiaries KOS and Sogefi are concerned, there have been no significant events that could affect the economic, patrimonial and financial information described with the exception of the payment on 24 July 2024 of an extraordinary dividend of € 0.923 per share giving a total of approximately € 110 million, known to the market, with an inflow for the Parent Company CIR S.p.A. of approximately € 61.7 million.

Outlook for the year

Visibility as to the performance of the Group’s businesses in the next few months remains limited because of the uncertainties linked to the macroeconomic evolution, in the context of the unpredictable dynamics regarding a reduction in the level of inflation and cuts in interest rates, which are still at levels higher than those expected in the long term.

As far as concerns KOS, there is expected to be a further consolidation of saturation levels thanks to the gradual recovery in regions that have not yet returned to being fully operational and in the facilities at the start-up stage. Because of the inflation dynamic seen in the previous three years, which has had a particular effect on professional healthcare personnel costs, to fully recover profit margins a further adjustment to tariff structures will be necessary. Provided there are no facts or circumstances that could make the environment more complex than it is at present, KOS’s operating results for the whole year should be significantly higher than those of last year.

As for the automotive market in which Sogefi operates, visibility as to the performance of the market in 2024 remains limited because of the uncertainty linked to the macroeconomic and geopolitical evolution. S&P Global (IHS) expects that, after the growth reported in 2023, world car production could decline by 2% with Europe falling 5.3% and with limited growth in China, NAFTA and India. As for commodity and energy prices, the first half of 2024 confirmed a certain stability, which was already seen in the second half of 2023, nonetheless they remain exposed to the risk of greater volatility caused by geopolitical tensions. There is still some inflationary tension on labour costs in certain geographical areas. In this scenario the Group is constantly monitoring performance in the various geographical areas and seeking fair agreements with all of its customers with regard to selling pricing.

On the basis of a more conservative forecast for the automotive market than the S&P Global estimates, particularly for Europe, Sogefi is expecting in 2024 a low single-digit decline in its revenues, confirming in any case the expectation that operating profitability, excluding non-recurring charges and extraordinary events that cannot be anticipated at the present time, will be better that that reported in financial year 2023.

As for the management of financial assets, despite the positive performance of the financial markets in the first part of the year, given the uncertainty regarding the macroeconomic and financial scenario, it is expected that in the second half of the year conditions of high volatility will remain and thus, despite the profile of prudent management adopted, reductions in the value of the financial instruments held cannot be ruled out, in particular of Private Equity and Hedge Funds, after the positive performance of the first half.

*****

Call of the extraordinary shareholder’s meeting for the amendment of the Company Bylaws

The Board of Directors also resolved to convene the Shareholders’ Meeting, in an extraordinary session, for September 6, 2024, to resolve on the proposal for certain amendments of the Company Bylaws, including: (i) the strengthening of the increased voting rights currently envisaged until to a maximum of ten votes; (ii) the introduction of the possibility of holding meetings through exclusive participation of a designated representative; (iii) the introduction of the possibility of holding meetings exclusively by means of telecommunications; (iv) the clarification of the cases for maintaining the increased voting rights envisaged by the law and other changes to the statutory rules related to the increased voting rights; (v) the modification of the maximum number of directors and the inclusion of the rules for the presentation of independent candidates and to guarantee the appointment of the Board of Directors in compliance with the applicable regulations; and (vi) the provision of the sectors of activity strictly related to that of the company for the eligibility of statutory auditors, pursuant to the decree of the Ministry of Justice dated 30 March 2000, n. 162. The details regarding the proposals will be disclosed upon publication of the notice of call in the next few days, in accordance with the applicable regulation.

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- 15:15 CEST

Sogefi: Resignation of the CEO and General Manager

Milan, 23 July 2024 – Sogefi S.p.A. informs that Frédéric Sipahi has resigned as CEO and General Manager in order to undertake a new and different professional project.

The Board of Directors thanked Frédéric Sipahi for his contribution to the improvement of the group’s results over the last few years and to the sale of Filtration, completed in May.

The Board of Directors believes that, taking into account the simplification of the group, now made of two Business Units, Air & Cooling and Suspensions, following the resignation of the CEO, the priority going forward is to ensure a strong operational management of the BUs, focused on the specific challenges of each one.

In particular, the Board of Directors has entrusted the management of the Air & Cooling BU to Michael Sebagh, currently NAFTA General Manager. Michael Sebagh has a long career at Sogefi Air & Cooling and has been responsible for the development of North America, currently the BU’s first market, which generates approximately 50% of global turnover. With an in-depth knowledge of products and customers, Michael Sebagh will have the task of boosting the European market and further developing the business in China.

As regards Suspensions, coordination remains entrusted to Frédéric Muller, General Manager Europe, India and business line. Frédéric Muller has consolidated experience in the Suspension sector, of which he was formerly Sales Director and then has been covering his current role since July 2023.

The supervision of the strategic and financial activities carried out by the holding company Sogefi S.p.A., will be directly assumed, in continuity with what has been done so far, by the Executive Chairman of the Company, Monica Mondardini.

The Board of Directors believes that the new organizational structure meets the current needs of the Group; any further development will be promptly communicated to the market.

Finally, the Board of Directors is currently evaluating to proceed with the appointment by co-optation of a new board member within a next suitable board meeting, so as to reinstate the number of directors decided by the shareholders’ meeting.

* * *

Mr. Sipahi’s resignation from his role of CEO will be effective end July 2024 and from his role of General Manager end August 2024. The Company has decided to activate the non-compete clause provided for under his employment contract, for a duration of one year, which entails the payment of a total gross amount of euro 300.000, paid on a monthly basis starting from september 2024. Furthermore, the Company will pay euro 50.000 gross, within September 2024, in consideration for the customary reciprocal waivers. Based on the information available as of the date hereof, Mr. Sipahi owns n. 96.834 Sogefi shares, and could receive additional Sogefi shares, up to maximum n. 48.958 shares, as a result of the vesting, within the termination date of his employment, of the grants provided under the rules of the stock grant plans currently in force.

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- 15:10 CEST

Sogefi: Results for first half 2024

Revenues: -2.7% at € 524.1 million

EBIT: increased to € 27.8 million (€ 13.8 million in first half 2023)

Net income at € 145.8 million, including the effects of the sale of Filtration

Free Cash Flow from continuing operations € 20.7 million (€ 3.1 million in first half 2023)

Free Cash Flow from Filtration € 321,8 million

NFP before IFRS 16 at 30 June positive at € 95.3 million, before the extraordinary dividend to be paid as of 24 July

Milan, 23 July 2024 – The Board of Directors of Sogefi S.p.A., which met today under the chairmanship of Monica Mondardini, approved the Group’s half-yearly financial report at 30 June 2024, presented by the Chief Executive Officer Frédéric Sipahi.

Sogefi, a company of the CIR Group, is one of the leading global manufacturers of automotive components in the Air and Cooling, Filtration and Suspensions sectors.

MARKET PERFORMANCE

In the first half of 2024, global car production decreased by 0.2% compared to the first half of 2023. Production increased in China (+5.2%), India (+6.8%) and NAFTA (+1.8%), while it recorded a downturn in Mercosur (-7.1%) and Europe (-5.2%), a geographical area that had shown strong recovery in 2023.

For the full year 2024, S&P Global (IHS), a source commonly used in the industry, predicts that world production may drop by 2% compared to 2023, with a much more modest increase in China than in the first half of the year, substantial stability in NAFTA, a 5.3% drop, in line with the first half, in Europe, and a 2.1% drop in Mercosur.

SUMMARY OF SOGEFI’S PERFORMANCE IN FIRST QUARTER 2024

In view of the agreement signed on 23 February 2024 for the sale of the Filtration Business Unit, the figures for this business are reported in accordance with IFRS 5, i.e., by recording only the net result of the business under the item ‘income from assets held for sale and discontinued operations’. The operating data commented on below refer only to the perimeter of continuing operations excluding Filtration; the net result and the free cash flow will be shown for continuing operations, discontinued operations and total operations.

With regard to continuing operations, the results showed a significant improvement compared to first half 2023:

  • revenues decreased by 2.7% compared to first half 2023 due to the performance of the European market;
  • EBITDA, equal to € 67 million, increased by 27.8% compared to the same period of 2023, with an EBITDA margin of 12.8%;
  • EBIT, equal to € 27.8 million, recorded an increase on first half 2023 (€ 13.8 million), with an EBIT margin of 5.3% of revenues, compared to 2.6% in first half 2023;
  • net income from continuing operations totalled € 10.8 million, compared to € 3.7 million in first half 2023;
  • free cash flow from operating activities was positive by € 20.7 million, compared to € 3.1 million in first half 2023.

With regard to discontinued operations:

  • the net result was equal to € 136.4 million, including the capital gain, tax charges and costs arising from the sale transaction;
  • the free cash flow amounted to € 321.8 million.

Overall, in first half 2024, the Group recorded:

  • net income of € 145.8 million
  • free cash flow of € 342.5 million
  • with a net financial position at 30 June 2024 equal to € 48.8 million, against a net debt of € 266.1 million at 31 December 2023, after the payment of an ordinary dividend of € 23.7 million to the Parent Company’s shareholders in May 2024.

Following the resolution adopted by the Shareholders’ Meeting held on 17 July 2024, an extraordinary dividend totalling approximately € 110 million will be paid on 24 July 2024, reducing the Group’s net financial position by the same amount.

FIRST HALF RESULTS 2024

In first half 2024 revenues stood at € 524.1 million, down by 2.7% on first half 2023.

The drop in revenues mainly reflected the less than positive performance recorded in Europe (-6.3%), due to the market downturn (-5.2%), and in North America -2.6%, while South America, China and India grew by +2.6%, +16.2% and +10.3% respectively, outperforming the market.

Suspensions recorded a 4.7% drop in revenues, affected by the unfavourable trend in the European market, while significant growth was recorded in China and India, +44.3% and +16.2% respectively.

Air and Cooling reported revenues in line with first half 2023, recording an above-market performance in Europe, +5.9%, and a slight decline in the North American and Chinese markets.

EBITDA stood at € 67 million, up by 27.8% on first half 2023 (€ 52.4 million) despite the slight decline in volumes. The EBITDA margin rose from 9.7% in 2023 to 12.8% in the same period of 2024.

The contribution margin increased by 7.4% compared to first half 2023, representing 29% of revenues compared to 26.2%, due in part to lower raw material and energy costs.

The ratio of fixed costs to revenues stood at 15.7% in first half 2024, essentially stable compared to 2023 (15.5%).

Other charges, which specifically included exchange rate differences, made a negative contribution of € 0.5 million to EBITDA, compared to the negative contribution of € 3.2 million in first half 2023.  

EBIT totalled € 27.8 million, compared to € 13.8 million in first half 2023, and the ratio to revenues rose from 2.6% in first half 2023 to 5.3% in the same period of 2024. The increase mainly reflects the improved results recorded by the Suspensions division.

Financial expense, equal to € 9.1 million, was higher than in the same period of 2023 (€ 8.2 million) mainly due to one-off charges related to the early repayment of a number of loans, following the proceeds from the sale of the Filtration division, which enabled the Company to drastically reduce its financing needs.  

Tax expense amounted to € 8 million (€ 1.9 million in first half 2023), reflecting the higher pre-tax profit.

The net income from operating activities was positive by € 10.8 million compared to € 3.7 million in the same period of the previous year.

The net result of ‘discontinued operations’ refers to the Filtration division and amounted to € 136.4 million in first half 2024, compared to € 29.3 million in first half 2023. This value incorporates the net income of the business up to the date of sale on 31 May 2024, equal to € 22.2 million, the capital gain realised on the sale of the business, equal to € 124.5 million, the tax charges arising from the transaction and the costs incurred in finalising the transaction.

The Group reported total net income of € 145.8 million, compared to € 31.4 million in first half 2023.

The Free Cash Flow was positive by € 342.5 million and includes a free cash flowof € 321.8 million from Filtration and € 20.7 million generated by continuing operations (€ 3.1 million in first half 2023).

At 30 June 2024, excluding non-controlling interests, equity came to € 407.6 million (€ 272.9 million at 31 December 2023). The increase essentially reflects the net result for the period and the dividends paid to the Parent Company’s shareholders (€ 23.7 million).

The Net Financial Position at end of June 2024, after payment of € 27.1 million in dividends, was positive by € 48.8 million, compared to net debt at the end of 2023 of € 266.1 million. The Net Financial Position excluding payables for rights of use at 30 June 2024 was positive by € 95.3 million, compared to € 200.7 million at 31 December 2023 and € 185.3 million at 30 June 2023. 

At 30 June 2024, the Group had committed credit lines in excess of requirements of € 309 million.

SUMMARY OF RESULTS OF SECOND QUARTER 2024

In the second quarter of 2024, the Sogefi Group reported revenues of € 260.9 million, slightly down at both current (-1.5%) and constant (-2%) exchange rates. At constant exchange rates, revenue growth was positive in China (+14.9%) and India (+27.6%), while it was negative in Europe (-3.9%), South America (-3.6%) and North America (-4.6%).

Air and Cooling recorded growth of 1.6% at constant exchange rates, while Suspensions recorded a decrease at constant exchange rates of -4.8%.

EBITDA stood at € 33.3 million compared to € 26.6 million in second quarter 2023, due to the increase in the contribution margin from 26.7% of revenues in second quarter 2023 to 29.5% in second quarter 2024.

EBIT was positive at € 13.2 million (compared to € 7.2 million in second quarter 2023).

Net income from operating activities amounted to € 5.2 million, compared to € 2.8 million in second quarter 2023.

The consolidated net result for second quarter 2024, including discontinued operations, amounted to € 130.8 million (€ 18.2 million in the same period of the previous year), as it incorporates the April-May 2024 results of the Filtration division and the capital gain generated by the sale.

SIGNIFICANT EVENTS AFTER 30 JUNE 2024

No significant events that could affect the economic, equity and financial information reported occurred after 30 June 2024, with the exception of payment of the extraordinary dividend of € 0.923 per share, totalling approximately € 110 million, resolved by the Shareholders’ Meeting on 18 July 2024, with ex-dividend date on 22 July 2024, which was disclosed to the market.

The CEO and General Manager Frédéric Sipahi resigned from his role, as per the press release published today.

OUTLOOK FOR THE YEAR

There is still limited visibility on the automotive market’s performance in 2024 due to the uncertainties linked to macroeconomic and geopolitical developments. S&P Global (IHS) predicts that, after the growth recorded in 2023, global car production may drop by 2%, with Europe down by 5.3% and modest growth in China, NAFTA and India.

As far as commodity and energy prices are concerned, the first half 2024 confirms a certain degree of stability, already seen in the second part of 2023, but they are still exposed to volatility risks exacerbated by geo-political tensions. Inflationary tensions on labour costs also persist in some geographical areas. In this scenario, the Group constantly monitors trends in the various geographic areas, seeking fair agreements with all customers on sales prices.

Based on a more conservative forecast for the automotive market than the S&P Global estimates, with specific regard to Europe, Sogefi in 2024 expects a low single-digit revenue decline, while confirming its expectation that operating profitability, excluding non-recurring charges and extraordinary events that are not yet foreseeable, will be higher than in 2023.

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- 18:15 CEST

Disclosure regarding the buyback of shares

Milan, 22 July 2024 – Following the resolution of the Board of Directors on 29 April 2024 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 29 April 2024, CIR S.p.A. announces that between 15 and 19 July 2024 it bought back, on the Euronext Milan market, 1,036,049 shares at an average unitary price of € 0.6104, for a total amount of € 632,407.86. As of today, CIR S.p.A. is holding a total of 24,989,538 treasury shares, equal to 2.39% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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- 16:10 CEST

Sogefi: Shareholders’ Meeting approves the extraordinary dividend of euro 0.923 and amendment of the By-Laws

Milan, 18 July 2024 – The Shareholders’ Meeting of Sogefi S.p.A. was held today under the chairmanship of Monica Mondardini.

In ordinary session, the  Shareholders’ Meeting approved the Board of Directors’ proposal of distributing an extraordinary unit dividend of € 0.923, to be taken from the distributable Profit Reserve and the Share Premium Reserve. The ex-dividend date (coupon 34) will be July 22, 2024 and the dividend will be paid as from July 24, 2024.

In extraordinary session, the Shareholders’ Meeting resolved to amend articles 10 and 13 of the By-Laws relating to the methods of intervention and representation in the shareholders’ meetings.

For further information please refer to: (i) press release of June 17, 2024; and (ii) illustrative reports on the items on the agenda of the Shareholders’ Meeting, available on the Company website www.sogefigroup.com and on the authorized storage mechanism e-Market Storage at the address www.emarketstorage.it.

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- 18:15 CEST

Disclosure regarding the buyback of shares

Milan, 15 July 2024 – Following the resolution of the Board of Directors on 29 April 2024 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 29 April 2024, CIR S.p.A. announces that between 8 and 12 July 2024 it bought back, on the Euronext Milan market, 1,379,000 shares at an average unitary price of € 0.6034, for a total amount of € 832,099.40. As of today, CIR S.p.A. is holding a total of 23,953,489 treasury shares, equal to 2.29% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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- 18:15 CEST

Disclosure regarding the buyback of shares

Milan, 8 July 2024 – Following the resolution of the Board of Directors on 29 April 2024 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 29 April 2024, CIR S.p.A. announces that between 1st and 5 July 2024 it bought back, on the Euronext Milan market, 1,603,723 shares at an average unitary price of € 0.5927, for a total amount of € 950,545.76. As of today, CIR S.p.A. is holding a total of 22,574,489 treasury shares, equal to 2.16% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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- 18:15 CEST

Disclosure regarding the buyback of shares

Milan, 1ST July 2024 – Following the resolution of the Board of Directors on 29 April 2024 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 29 April 2024, CIR S.p.A. announces that between 24 and 28 June 2024 it bought back, on the Euronext Milan market, 1,671,863 shares at an average unitary price of € 0.5874, for a total amount of € 982,121.27. As of today, CIR S.p.A. is holding a total of 20,970,766 treasury shares, equal to 2.00% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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- 15:50 CEST

CIR: closing of the sale of a real estate property to Merope

Milan, 25 June 2024 – CIR S.p.A. – Compagnie Industriali Riunite (“CIR”) informs that today it has closed the sale to Merope s.r.l., a real estate investment and development company, of its non-instrumental real estate property located in Milan in via Dell’Orso 8 and in via Ciovassino 1/a.

The consideration, as announced at the signing of the preliminary agreement which took place on 22 December 2022, was €38.0 million, of which €7.0 million had already previously been collected as a deposit.

CIR maintains ownership of the property located in via Ciovassino 1, the historical headquarters of the Company.

CIR was assisted by the advisor Dils, by Legance as legal advisor and Yard Reaas for the technical due diligence.

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- 18:15 CEST

Disclosure regarding the buyback of shares

Milan, 24 June 2024 – Following the resolution of the Board of Directors on 29 April 2024 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 29 April 2024, CIR S.p.A. announces that between 17 and 21 June 2024 it bought back, on the Euronext Milan market, 1,127,384 shares at an average unitary price of € 0.5745, for a total amount of € 647,710.85. As of today, CIR S.p.A. is holding a total of 19,298,903 treasury shares, equal to 1.84% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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- 18:15 CEST

Disclosure regarding the buyback of shares

Milan, 17 June 2024 – Following the resolution of the Board of Directors on 29 April 2024 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 29 April 2024, CIR S.p.A. announces that between 10 and 14 June 2024 it bought back, on the Euronext Milan market, 1,129,000 shares at an average unitary price of € 0.5608, for a total amount of € 633,095.40. As of today, CIR S.p.A. is holding a total of 18,171,519 treasury shares, equal to 1.735% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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- 18:15 CEST

Disclosure regarding the buyback of shares

Milan, 10 June 2024 – Following the resolution of the Board of Directors on 29 April 2024 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 29 April 2024, CIR S.p.A. announces that between 3 and 7 June 2024 it bought back, on the Euronext Milan market, 825,735 shares at an average unitary price of € 0.5597, for a total amount of € 462,175.91. As of today, CIR S.p.A. is holding a total of 17,042,519 treasury shares, equal to 1.63% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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- 18:15 CEST

Disclosure regarding the buyback of shares

Milan, 3 June 2024 – Following the resolution of the Board of Directors on 29 April 2024 on the continuation of the share buyback plan launched on 16 March 2022, in accordance with and in execution of the authorization granted by the Shareholders’ Meeting on 29 April 2024, CIR S.p.A. announces that between 27 and 31 May 2024 it bought back, on the Euronext Milan market, 354,285 shares at an average unitary price of € 0.5547, for a total amount of € 196,523.43.

As of today, CIR S.p.A. is holding a total of 16,216,784 treasury shares, equal to 1.55% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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- 17:00 CEST

CIR: AGM minutes and Company Bylaws

Milan, 28 May 2024 – CIR S.p.A. announces that the minutes of the Ordinary General Meeting of the Shareholders held on 29 April 2024 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), respectively in section Governance/Shareholders meetings and Governance/ Governance System.

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- 18:15 CEST

Disclosure regarding the buyback of shares

Milan, 27 May 2024 – 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 20 and 24 May 2024 it bought back, on the Euronext Milan market, 524,500 shares at an average unitary price of € 0.551, for a total amount of € 289,024.80.

As of today, CIR S.p.A. is holding a total of 15,862,499 treasury shares, equal to 1.515% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

The cancellation of n. 60,000,000 of own shares, approved by the extraordinary shareholders’ meeting on 29 April 2024, was executed on 24 May 2024. The filing of the articles of association with the company register, which acknowledge the change in the number of shares constituting the share capital following the cancellation, took place today.

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