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.

Disclosure regarding the buyback of shares

Milan, 6 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 27 February and 3 March 2023 it bought back, on the Euronext Milan market, 1,205,486 shares at an average unitary price of € 0.4324, for a total amount of € 521,206.19.

As of today, CIR S.p.A. is holding a total of 30,486,590 treasury shares, equal to 2.75% 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 February 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 February 2023 it bought back, on the Euronext Milan market, 923,502 shares at an average unitary price of € 0.4275, for a total amount of € 394,791.91.

As of today, CIR S.p.A. is holding a total of 29,281,104 treasury shares, equal to 2.645% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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Sogefi: results higher in 2022 than 2021

Revenues: +17.5% at € 1,552.1 million

Revenue growth in all geographical areas and product lines

EBIT: +17% at € 68.3 million

Net income higher at € 29.6 million (€ 2.0 million in 2021)

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

Debt before IFRS 16 reduced to € 224.3 million (€ 258.2 million at end of 2021)

Milan, 24 February 2023 -The Board of Directors of Sogefi S.p.A., which met today under the chairmanship of Monica Mondardini, has approved the proposed financial statements for the year 2022 , presented by chief executive officer Frédéric Sipahi.

Sogefi, a company of the CIR Group, is one of the main producers worldwide of automotive components in three sectors: Air and Cooling, Filtration and Suspensions.

PERFORMANCE OF THE MARKET

In 2022 global vehicle production reported growth of 6.2% compared to the previous year with progress recorded in all geographical areas: +5.7% in Europe, +9.7% in NAFTA, +8.3% in Mercosur, +6.1% in China and +22.7% in India. The good performance reflects the strong rise in production in the third quarter of 2022 (+29.5%) and the more limited rise in the last quarter (+1.7%). 

However, despite the recovery in 2022, world car production was still lower than it was in 2019 (-7.8%), with Europe posting -23.2%. For 2023, S&P Global (IHS), a source commonly used in the sector, is predicting a rise in world production of 3.6% compared to 2022, with growth in all the main geographical areas.

SUMMARY OF SOGEFI’S PERFORMANCE IN 2022

The results for 2022 were positive and showed a significant improvement:

  • Revenues posted growth of 17.5% compared to 2021, +12.5% at constant exchange rates, due to the higher production volumes and selling prices;
  • EBITDA was higher at € 194.7 million versus € 192.5 million in 2021;
  • EBIT totalled € 68.3 million (4.4% of revenues) and was up by 17% from € 58.4 million in 2021;
  • Net income came in at € 29.6 million (€ 2.0 million in 2021);
  • Free cash flow was a positive € 29.3 million (€ 32.4 million in 2021);
  • Net debt (before IFRS 16) contracted to € 224.3 million at 31 December 2022, from € 258.2 million at 31 December 2021.

Product innovation was significant during 2022:

  • SOGEFI’s CabinHepa+ cabin filter, which uses HEPA (High Efficiency Particulate Air) media and filters the air mechanically, capturing particles 50 times smaller than a conventional cabin filter, was nominated product of the year 2022 in France;
  • In the month of September the innovative cooling plates for Electric Vehicle platforms were presented at the Novi Michigan Battery Show and were very well received by the market;
  • In the month of October new aftermarket products and the latest product innovations were presented at the Paris Equip Auto Show, where they received great interest from operators in the sector.  

Commercial activity was positive and 52% of the total value of new contracts was for E-mobility platforms:

  • The Filtration division was awarded contracts for the supply of air purification filters, oil filters and fuel modules in Europe and India; 
  • The Suspensions division signed contracts in Europe for the supply of stabilizer bars for electric or plug-in hybrid vehicles and was awarded a contract for the supply of stabilizer bars for the electric version of one of the most popular pick-up trucks;
  • The Air and Cooling division signed important contracts in NAFTA, Europe and China for the supply of thermal management products and cooling plates for electric mobility. 54% of the value of the division’s new contracts has to do with E-mobility platforms.

Sustainability performance improves: reduction of the energy intensity index, improvement to the procurement mix in favour of renewable sources, an increase in the amount of waste products reused.

CONSOLIDATED RESULTS FOR 2022

Revenues for 2022 came in at € 1,552.1 million and were up by 17.5% compared to the same period of 2021.

At constant exchange rates the rise was 12.6%: sales volumes were 3.9% higher than in 2021 while the remaining part of the increase reflects the higher selling prices over the various product lines as a result of the evolution of the cost of raw materials and the components used.

Revenues were higher in all geographical areas: +9.5% in Europe, +29.7% in North America (+17.2% at constant exchange rates), +38.7% in South America (+15.8% at constant exchange rates, net of inflation in Argentina), +15% in China (+6.7% at constant exchange rates) and +36.8% in India (+29.4% at constant exchange rates).

Suspensions reported a rise in revenues of 21.5% (+16.6% at constant exchange rates), with significant growth rates particularly in India, North America, South America and Europe.

Filtration reported a rise in revenues of 15.6% higher (+12.1% at constant exchange rates), thanks to the good performance of the Aftermarket channel in Europe and of business in North America and India.

Air and Cooling reported revenues that were up by 15.4% (+8.9% at constant exchange rates), with particularly significant increases in China and Nafta.

EBITDA, totalling € 194.7 million, rose by 1.1% from € 192.5 million in 2021; excluding other non-operating income/expense, EBITDA increased by 7%.  

EBIT came to € 68.3 million, posting growth of 17% compared to € 58.4 million in 2021. The ratio to sales in 2022 was in line with 2021 (4.4%).

Financial expense, totalling € 18.8 million, was slightly higher than in 2021 (€ 17.8 million), which included an item of non-recurring financial income of € 1.2 million.

Tax expense was higher at € 18.3 million (€ 13.5 million in 2021).

Net income came in at € 29.6 million, up from € 2.0 million in 2021 (€ 26.4 million, not considering the accounting loss generated by the sale of the Argentinian Filtration business).

Free Cash Flow was positive for € 29.3 million and was substantially in line with the figure of € 32.4 million for 2021.

At 31 December 2022 shareholders’ equity, excluding minority interests, stood at € 230.7 million compared to € 187.7 million at 31 December 2021. The increase reflects the net result for the period together with other positive accounting effects.

Net financial debt before IFRS 16 amounted to € 224.3 million at 31 December 2022 compared to € 258.2 million at year end 2021 and € 219.7 million at 30 September 2022. Including the financial payables for rights of use, in accordance with IFRS 16, net financial debt totalled € 294.9 million at 31 December 2022, down from € 327.6 million at 31 December 2021.

At 31 December 2022 the Group had committed credit lines in excess of its requirements for € 279.0 million.

KEY RESULTS OF FOURTH QUARTER 2022

In the fourth quarter of 2022, Sogefi reported revenues of € 386.5 million, posting growth of 16.9% (+15.4% at constant exchange rates) compared to the same period of 2021, thanks to the increase in production volumes (+5.8%), to the adjustment of selling prices and to the positive effect of exchange rates. Revenue dynamics, even with constant exchange rates and selling prices, were positive and outperformed the market.

EBITDA came in at € 43.3 million, 11.2% of revenues, compared to € 48.3 million (14.6%) in fourth quarter 2021. The performance of EBITDA was affected by non-operating costs of € 4.5 million which compare with non-operating income of € 13.3 million in the fourth quarter of 2021. Excluding the non-operating expense/income, which are of a non-recurring nature, EBITDA rose from € 35.0 million (10.6%) in 2021 to € 47.8 million (12.4%) in 2022.

EBIT was positive for € 6.0 million (versus € 8.9 million in fourth quarter 2021) and was impacted by the non-recurring results mentioned above.

The consolidated net result for the fourth quarter of2022 was a negative € 3.4 million after net income of € 3.9 million in the same period of the previous year, after financial expense of € 5.2 million (€ 4.4 million in 2021) and tax expense of € 3.7 million (€ 0.3 million in 2021). The greater impact of taxes reflects the presence in the result of losses not relevant for tax purposes or for which there was no basis for recognizing deferred tax assets; whereas the fourth quarter of 2021 benefited from the recognition of deferred tax assets of € 4.3 million.

SIGNIFICANT EVENTS OCCURRING AFTER 31 DECEMBER 2022

Since the close of the year, there have been no significant factors or events that could have an impact on the economic, patrimonial and financial information presented in this document.

OUTLOOK FOR THE YEAR

Visibility as to the trend of the automotive market in 2023 remains low due to the uncertainties linked to the Russian-Ukrainian conflict, the macroeconomic evolution and the prices of raw materials, particularly 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 prices are concerned, during 2022 the rising trend of steel prices came to an end and in the last part of the year the prices of resin and other raw materials, gas and electricity stopped rising although volatility remains high. It should also be noted that there continue to be inflationary pressures on labour costs in certain geographical areas.

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 an operating result, excluding non-recurring expense, that is at least in line with that of 2022.

DIVIDEND PROPOSAL

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

VERIFICATION OF THE REQUISITES OF INDEPENDENCE

During today’s meeting the Board of Directors verified the presence of the requisites of independence of the directors who have declared themselves to be independent, Patrizia Arienti, Maha Daoudi, Mauro Melis, Massimiliano Picardi and Christian Georges Streiff. Five directors out of a total of nine are therefore independent. The Board of Statutory Auditors in its turn verified the existence of the requisites of independence of its members. All the independent directors and members of the Board of Statutory Auditors therefore possess the requisites established by the law and by the Corporate Governance Code adopted by the Company.

ANNUAL GENERAL MEETING OF THE SHAREHOLDERS

The Annual General Meeting of the Shareholders of Sogefi will be held at the first call on 21 April 2023 and at the second call on 24 April 2023. 

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

Authorization to buy back own shares

In the light of the rules stated in Articles 2357 and following articles of the Civil Code, of Art. 132 of D.Lgs. no.  58/98, of Art. 144-bis of Consob Resolution no. 11971/1999, of EU Regulation no. 596/2014, EU Delegated Regulation no. 2016/1052, and of Consob Resolution no. 20876 of April 3 2019 and Consob Guidelines of July 2019, the cancellation and renewal of the authorization of the same Board of Directors, for a period of 18 months to buy back a maximum of 10 million own shares at a unit price that cannot be more than 15% higher or lower than the benchmark price recorded by the Company’s shares on the Stock Exchange trading day preceding each single buyback transaction or preceding the date on which the price is fixed in the event of purchases made according to the procedures stated in points (a), (c) and (d) of the following paragraph, and in any case, when the shares are bought back through 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. As of today the Company owns 1,877,751 of its own shares, equal to 1.56% of the share capital.

The buyback must take place in the market, in compliance with the terms of Art. 132 of D.Lgs no. 58/98 and with the terms of the law or the regulations in force at the moment of the transaction and more precisely (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 said markets, which do not allow bids and offers to be matched directly; (c) 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; (d) 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 the Rules for Issuers issued by Consob, and as per 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 awards of shares of the Company to employees or members of the Board of Directors of Sogefi S.p.A. or its subsidiaries, or to fulfil any obligations resulting from debt instruments that are convertible into or exchangeable with equity instruments; (ii) 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”); (iii) 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; (iv)  to take advantage of opportunities for creating value, as well as investing liquidity efficiently in relation to the market trend; (v) for any other purpose qualified by the competent Authorities as admitted market practice in accordance with applicable European and domestic rules, and with the procedures established therein.

Stock Grant Plan 2023

The approval of a stock grant plan for 2023, for a maximum of 1,250,000 units, 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 complied with. The stock grant plan has the aim of rewarding the loyalty of the beneficiaries to the companies of the Group, giving them a medium-long term incentive to increase their commitment to improving the performance of the Company while at the same time aligning the interests of management, shareholders and all stakeholders.

Disclosure regarding the buyback of shares

Milan, 20 February 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 February 2023 it bought back, on the Euronext Milan market, 794,133 shares at an average unitary price of € 0.4317, for a total amount of € 342,821.07.

As of today, CIR S.p.A. is holding a total of 28,357,602 treasury shares, equal to 2.56% 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, 13 February 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 February 2023 it bought back, on the Euronext Milan market, 746,128 shares at an average unitary price of € 0.4398, for a total amount of € 328,137.26.

As of today, CIR S.p.A. is holding a total of 27,563,469 treasury shares, equal to 2.49% 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, 6 February 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 30 January and 3 February 2023 it bought back, on the Euronext Milan market, 527,738 shares at an average unitary price of € 0.4459, for a total amount of € 235,334.96.

As of today, CIR S.p.A. is holding a total of 26,817,341 treasury shares, equal to 2.42% 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, 30 January 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 23 and 27 January 2023 it bought back, on the Euronext Milan market, 501,656 shares at an average unitary price of € 0.4347, for a total amount of € 218,082.20.

As of today, CIR S.p.A. is holding a total of 26,353,344 treasury shares, equal to 2.38% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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Calendar of events for 2023

Milan, 30 January 2023 – CIR S.p.A. announces that the Company’s calendar of events for 2023 will be as follows:

Monday13.03.202310,00 amBoard of Directors Meeting (Pro-forma Financial Report for 2022)
Friday28.04.202310,00 amAnnual General Meeting of the Shareholders (Approval of Financial Report for 2022)
Monday31.07.202310,00 amBoard of Directors Meeting (Half-year Financial Report for 2023)

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Disclosure regarding the buyback of shares

Milan, 23 January 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 16 and 20 January 2023 it bought back, on the Euronext Milan market, 626,538 shares at an average unitary price of € 0.4306, for a total amount of € 269,769.20.

As of today, CIR S.p.A. is holding a total of 25,851,688 treasury shares, equal to 2.335% 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, 16 January 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 9 and 13 January 2023 it bought back, on the Euronext Milan market, 486,850 shares at an average unitary price of € 0.4404, for a total amount of € 214,421.69.

As of today, CIR S.p.A. is holding a total of 25,225,150 treasury shares, equal to 2.28% 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, 9 January 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 2 and 6 January 2023 it bought back, on the Euronext Milan market, 175,000 shares at an average unitary price of € 0.4475, for a total amount of € 78,316.00.

As of today, CIR S.p.A. is holding a total of 24,738,300 treasury shares, equal to 2.23% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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CIR: loss of “SME” status for exceeding capitalization threshold

Milan, 5 January 2023 – CIR S.p.A. – Compagnie Industriali Riunite (“CIR”) announces that, having exceeded the market capitalization threshold of 500 million euros for three consecutive years, as of 1 January 2023 it no longer qualifies as a Small and Medium Enterprise (“SME”) pursuant to Article 1, paragraph 1, letter w-quater.1 of Legislative Decree No. 58 of February 24, 1998 (“TUF”) and Article 2-ter, paragraph 2, of the regulations adopted by Consob Resolution No. 11971 of May 14, 1999 (“Issuers’ Regulations”).

As a result, for the purposes of disclosure requirements for significant shareholdings, pursuant to Article 120, paragraph 2, of the TUF, the relevant threshold of 3 percent of capital applies.

In particular, pursuant to Article 117, paragraph 2-bis, of the Issuers’ Regulations, shareholders who, as of the date of publication of this press release, hold an interest of more than 3% and less than 5%, must notify Consob and CIR, within the deadline set forth in Article 121, paragraph 3-bis, of the Issuers’ Regulations.

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

Milan, 4 January 2023 – Notice is hereby given that the key information document drafted pursuant to Article 130 of Consob Regulation 11971/1999 (“Rules for Issuers”) on the shareholders’ agreement concerning shares in Fratelli De Benedetti S.p.A. (“FDB”) and CIR S.p.A. – Compagnie Industriali Riunite (“CIR”) (the “FDB SHA“) has been updated as of 4 January 2023 for the purpose of taking into account changes concerning the financial instruments of FDB and CIR held directly and indirectly by the parties to the FDB SHA.

The key information document on the provisions contained in the FDB SHA has been published, pursuant to the above-mentioned Art. 130 of the Rules for Issuers, on CIR’s website at www.cirgroup.it/en/shareholders-agreements/.

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Disclosure regarding the buyback of shares

Milan, 2 January 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 30 December 2022 it bought back, on the Euronext Milan market, 263,679 shares at an average unitary price of € 0.4433, for a total amount of € 116,900.64. As of today, CIR S.p.A. is holding a total of 24,563,300 treasury shares, equal to 2.22% 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, 23 December 2022 – 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 19 and 23 December 2022 it bought back, on the Euronext Milan market, 242,882 shares at an average unitary price of € 0.4137, for a total amount of € 100,478.45.

As of today, CIR S.p.A. is holding a total of 24,299,621 treasury shares, equal to 2.19% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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CIR: agreement signed for the sale of a real-estate complex to Merope

Milan, 22 December 2022 – CIR S.p.A. – Compagnie Industriali Riunite (“CIR” or the “Company”) has signed a binding preliminary agreement with Merope s.r.l., a real-estate investment and development company, for the sale of a non-instrumental real-estate complex situated in Milan in Via Dell’Orso 8 and Via Ciovassino 1/a, for a total amount of € 38.0 million, of which € 5.0 million has been paid today as a deposit, while the remaining part will be paid when the transaction is completed.   

The deal will realize the value of a non-core asset of the Company, which is valued in the accounts at € 11.0 million.

The property complex being sold is currently used for residential, commercial and office purposes and is leased to third parties.

CIR will maintain its ownership of the property situated in Via Ciovassino 1, the Company’s historic headquarters.

The capital gain, net of transaction costs and before tax, will be approximately € 26.0 million and will be recognized on completion of the sale, which is subject to the fulfilment of certain conditions but is expected to take place by the end of 2023. 

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

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Disclosure regarding the buyback of shares

Milan, 19 December 2022 – 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 12 and 16 December 2022 it bought back, on the Euronext Milan market, 262,238 shares at an average unitary price of € 0.4109, for a total amount of € 107,762.67.

As of today, CIR S.p.A. is holding a total of 24,056,739 treasury shares, equal to 2.17% 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, 12 December 2022 – 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 5 and 9 December 2022 it bought back, on the Euronext Milan market, 251,318 shares at an average unitary price of € 0.4137, for a total amount of € 103,975.04.

As of today, CIR S.p.A. is holding a total of 23,794,501 treasury shares, equal to 2.15% 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, 5 December 2022 – 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 28 November and 2 December 2022 it bought back, on the Euronext Milan market, 110,100 shares at an average unitary price of € 0.4182, for a total amount of € 46,048.54.

As of today, CIR S.p.A. is holding a total of 23,543,183 reasury shares, equal to 2.13% 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, 28 November 2022 – 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 21 and 25 November 2022 it bought back, on the Euronext Milan market, 214,900 shares at an average unitary price of € 0.4223, for a total amount of € 90,760.68.

As of today, CIR S.p.A. is holding a total of 23,433,083 treasury shares, equal to 2.12% of its share capital. The subsidiaries of CIR do not own any shares in the Company.

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