GEDI: Maurizio Scanavino new General Manager of the group

Rome, 16 December 2019 – Laura Cioli, current CEO and General Manager of the group, is giving up the role of General Manager and keeping her position as CEO until the completion of the sale of the stake held by CIR in GEDI to EXOR (see press release of 2 December 2019, issued jointly by CIR and EXOR). Ms Cioli, within the framework of changes to the ownership structure, agreed to make her current position available, reaching an agreement with the Company for the consensual resolution of the relationship.

The Board of Directors thanked Ms Cioli for her contribution and for her willingness to assist with the transition to the new ownership structure in the coming months.

The Board of Directors, in addition, appointed as new General Manager of the Group, Mr Maurizio Scanavino, previously the General Manager of ITEDI and then CEO of GNN, for La Stampa and Il Secolo XIX.

The Board of Directors has offered their best wishes to Mr Scanavino in facing this new and important role.

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Taking into account the resignation of the director Ms Elisabetta Oliveri and of the tasks within the board that she performed (see press release of this past 6 November), the Board of Directors, in postponing the co-option of a new member to a future meeting, reintegrated the Related Parties Committee with the appointment of the director Michael Zaoui, appointing as director of the Commitee Agar Brugiavini as Chairman and also appointing the director Elena Cialliè as Chairman of the Audit and Risk Committee. Ms Elena Cialliè was also designated, on the indication of the independent directors, as Lead Independent Director.

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Finally, the Board of Directors, in the context of the announced transfer of the controlling equity interests of the Company (see press release of this past 2 December), acknowledged and confirmed the cessation of the management and coordination activities of Cir S.p.A.

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With reference to the termination of the relationship between Ms Cioli and Gedi S.p.A., we would like to announce that the Board of Directors of the Company, today, after having carried out the appropriate verifications and the necessary assessments, subject to the favourable opinion of the Appointments and Remuneration Committee, of the Related Parties Committee and of the Board of Statutory Auditors (this specifically limited to determination of remuneration of CEO), resolved to reach a consensual termination agreement which entails, in addition to the ordinary termination fees: (a) the payment of the total gross amount of € 1,850,000 (95% as a redundancy incentive and 5% remaining as a settlement), of which € 1,295,000 to be paid within 60 days of termination of the employment relationship and the balance to be paid within 10 days of the future termination of the administration relationship; (b) as well as the payment of the gross amount of € 100,000.00 as a MBO lump sum for 2019, which will be paid within the ordinary deadlines set by company regulations; (c) the vested options pursuant to the provisions of art. 8 of the Stock Grant Regulation, of 1/3 of the Units assigned, with the remainder being waived. It should be noted that the malus and claw back mechanisms remain unchanged, as does the non-competition agreement, established by the Employment Contract with Ms Cioli.

On the basis of the information available, we can note that Ms Cioli is the holder of 333,332 shares of Gedi S.p.A.

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GEDI: sale of Persidera finalised

Rome, 2 December 2019 – Having received the required regulatory approval, GEDI has finalised the sale of its 30% stake in Persidera to F2i TLC 2 and Ei Towers today.

As determined in June with the contract parties, Persidera was split into two separate entities beforehand. The first, (Persidera), owner of frequency usage rights, was sold to F2i TLC 2, and the second, NetCo, network infrastructure holder, was sold to Ei Towers.

The total consideration for GEDI, originally equal to € 74.5 million, increased by € 0.9 million, representing accrued interest from 1st August, and was paid net of dividends already received for € 4.3 million.

With this transaction, the group’s net financial debt decreases by € 71.1 million.

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GEDI: results first nine months of 2019

Under the terms of CONSOB Resolution 11971/99 and subsequent amendments and additions

GEDI GRUPPO EDITORIALE S.P.A.


ECONOMIC AND FINANCIAL RESULTS AS OF 30 September 2019

TURNOVER AT € 441.5 MN
ADJUSTED EBITDA AT € 35.9 MN
NET LOSS AT
€ 18.3 MN (effect of the sale of Persidera – € 16.9 MN; restructuring expenses – € 3.7 MN)
ADJUSTED OPERATING PROFIT/(LOSS) 3RD QUARTER
SUBSTANTIALLY IN LINE WITH 2018
NET FINANCIAL DEBT AT € 118.4 MN



Rome, 21 OCTOBER 2019
– The Board of Directors of GEDI Gruppo Editoriale S.p.A. met today in Rome. The meeting was chaired by Marco De Benedetti. In relation to the assessments expressed by Mr De Benedetti in his interview with the Corriere della Sera on the Group’s performance, the Board of Directors wishes to specify that, although it acknowledges the difficulties it faces, deriving from the ongoing suffering of the print media sector which affects the results of all publishers, the GEDI Group maintains a solid leadership in daily newspapers, digital media and radio, and adopts measures capable of facing the future, investment and development, and creating sustainable value, fully aware of the significance and delicacy of the business and of the function that it performs in the country, with a sense of responsibility and respect for the work done by the management and by the editors of the publications and by all the women and men who work proudly in it. The Board subsequently approved the consolidated results as at 30 September 2019 presented by the Chief Executive Officer Laura Cioli.


Market performance


In the first eight months of 2019, advertising investments came down by 5.9% compared to the corresponding period of the previous year (Nielsen Media Research figures).
Among the main media only radio and the Internet (excluding Search and Social) showed a positive trend with growth respectively of 2.5% and 2.2%. Revenue of television fell by 6.4%, while printed media was the format that suffered most, recording a further drop of 12.5% with newspapers reporting -10.6% (-12.7% revenue for national papers and -7.7% for local papers) and magazines -15.5%. According to ADS (Accertamento Diffusione Stampa) data, in the first eight months of 2019, newspaper subscriptions and sales at news stands fell by 8.2% (-6.7% for national newspapers and -9.0% for local newspapers). Including digital copies, overall circulation dropped by around -7.3%.


Operating performance of the GEDI Group in the first nine months of 2019

Consolidated revenues
, totalling € 441.5 million, fell by 6.0% compared to the first nine months of 2018. Revenue from all digital activities accounted for 12.0% of consolidated turnover (14.8% the Repubblica brand), and the digital products of the various Group publications at the end of September 2019 reached 126,000 subscribers.

Circulation revenues, amounting to € 205.2 million, decreased by 4.8% compared with the corresponding period of the previous financial year, in a market which, as indicated above, reported a decrease of 8.2% in the sales of daily newspapers at news-stands and via subscription.

Advertising revenue, at €206.4 mn, fell by 7.0% compared to the first nine months of 2018.

Costs, including depreciation and amortisation, were 5.2% lower compared to the first nine months of 2018. Personnel costs (-6.2%) and other costs (-4.5%) decreased. However, these reductions only partially reflect the effects of restructuring of the editorial team of La Repubblica (which became operational during March) and the closure of two printing sites (from April).

Adjusted gross operating profit came to € 35.9 million, while it would have been € 25.1 million prior to application of IFRS 16, compared to € 31.6 million in the first nine months of 2018. The gross operating profit was € 31.1 million (€ 20.2 million net of the impacts of IFRS 16), including restructuring expenses for a total of € 4.9 million deriving mainly from the further rationalisations of the industrial structure and of the commercial structures of the Group’s advertising concessionaire.

The adjusted operating profit/(loss), excluding the above restructuring expenses, amounted to € 12.0 million (€ 11.5 million before the application of IFRS 16) compared to the € 17.5 million of the first nine months of 2018. Operating profit was € 7.1 million (€ 6.7 million net of the impacts of IFRS 16).

The consolidated net loss was € 18.3 million (- € 17.3 million excluding the effects of IFRS 16) including the effects of the sale of Persidera (- €16.9 million) and restructuring expenses with impact on the net profit/(loss) of € 3.7 million. Net of these effects there was a consolidated net profit of € 2.2 million; the first nine months of 2018 ended with consolidated net profit of € 7.8 million.

In particular, on 5 June 2019, the Parent Company GEDI Gruppo Editoriale SpA, in agreement with TIM SpA, the other seller, signed a binding agreement with F21 and Ei Towers for the sale of its 30% stake in the company Persidera, a non-core asset of the Group. The agreement sets a price for GEDI of € 74.5 million, from which will be deducted at the closing the dividends distributed during 2019 (of € 4.3 million received in April) and to which will be added the interest accrued from 1 August up to the closing date.
Therefore, the net loss includes the write-down on the value of the equity investment of € 16.9 million, made to adjust the book value to the sale price, increased by € 0.4 million for costs to sell and decreased by € 0.4 million related to the interest accrued from 1 August on the price.
The net financial debt at 30 September 2019 before the application of the new accounting standard IFRS 16 amounted to € 118.4 million, up compared to the € 103.2 million of the end of 2018 owing mainly to € 25.6 million of payments related to reorganisation plans in progress. Application of IFRS 16 led to recording, at 30 September 2019, of payables for leasing and rights of use of € 58.6 million, and therefore net financial debt after IFRS 16 application totalled € 177.0 million. We can remind you that on 9 April 2019, the Company entirely repaid on maturity the convertible bond loan with a value of € 100 million, partially via a revolving credit line agreed in April 2018.

The Group’s workforce, including fixed-term employees, at the end of September 2019, numbered 2,241 employees, down 118 compared to 31 December 2018. The average workforce for the period was 6.3% lower than in the first nine months of the previous year.


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The Company’s Director of Administration and Accounts, Mr Gabriele Acquistapace, the company’s Financial Reporting Manager, hereby attests, under the terms of paragraph 2 of Art. 154-bis of the “Testo Unico delle Finanze” (Consolidated Law on Finance) that the accounting disclosure contained in this press release corresponds to the results documented in the Company’s accounts and ledgers.
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Key results for the third quarter

The performance in the third quarter, as already in the second, shows an improvement compared to the trends recorded in the early months of the year. In the period July-September a drop was recorded in total turnover of 5.8%, substantially in line with that which characterised the first half of the year (-6.1%) but with non-uniform trends among the different components: the reduction in advertising revenue (-5.9%) and circulation revenue (-4.0%) was less than that of the previous months (-7.4% and -5.2% respectively in the first half of the year) while the reduction in revenue from add-ons and others was more significant (-17.5%) owing to a different calendar of activities.
The trend in total costs, including operating income/(expenses) , showed a drop of 5.4% compared to the corresponding period of 2018 and was in line with the reduction recorded in the first months of the year (4.7%).
The adjusted operating profit/(loss) was € 4.3 million, showing a reduction compared to the third quarter of 2018 (-15.9%) decidedly lower compared to that recorded in the first half of the year (-38.5%); the consolidated net profit/(loss) amounted to € 0.7 million (€ 3.5 million in the corresponding period of 2018).


Subsequent events at the close of the first nine months of the year and outlook

There were no significant events subsequent to the end of the first nine months of the year.
The results of the second and third quarters, which are substantially in line with the corresponding period of the previous year (- € 1.0 million), show much better performance compared to the first months of the year.
With regard to the prospects for 2019, there are no market developments that are significantly different from those affecting the first nine months.
For the fourth quarter we expect to see further effects from the measures implemented: the relaunch of the La Repubblica newspaper and the restructuring of the editorial team, the rationalisation following closure of a further two printing sites, reorganisation of GEDI News Network and consequent opportunities for further increased efficiency and synergy, and the development of technological platforms with particular reference to CRM and editorial systems.
It can therefore be expected that, in the absence of currently unforeseeable events, the Group will record a positive result at the end of the year, excluding the impact of the sale of Persidera and of any other non-ordinary components.

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GEDI (CIR group): results for first half 2019

ECONOMIC AND FINANCIAL RESULTS AS OF 30 JUNE 2019

REVENUES € 302.9M
EBITDA ADJUSTED AT €23.5M
Q2 ADJUSTED OPERATING PROFIT AT €6.1M, IN LINE WITH 2018
NET RESULT – € 19.1M
(effect of disposal of Persidera € 17.3m; restructuring expenses € 2.5m)

NET FINANCIAL DEBT € 123.1M



Rome, 26 July 2019 – Today in Rome, under the chairmanship of Marco De Benedetti, the Board of Directors of GEDI Gruppo Editoriale S.p.A. met and approved the consolidated results as of 30 June 2019 as presented by Chief Executive Officer Laura Cioli.


Market performance

In the first five months of 2019, advertising investments fell by 4.0% compared to the corresponding period in the previous year (Nielsen Media Research figures).
Of the main segments, only radio and internet (excluding Search and Social) saw a positive trend, with respective growth of 2.2% and 2.0%. Television saw a decrease of 3.7%, while printed media was the format that suffered most, recording a further drop of 12.6%, with newspapers reporting -10.6% (-12.6% revenue for national papers and -7.9% for local papers) and magazines -15.4%.

According to ADS (Accertamento Diffusione Stampa) data, in the first five months of 2019, newspaper subscriptions and sales at newsstands fell by 7.7% (-6.1% for national newspapers and -8.8% for local newspapers). Including digital copies, overall circulation dropped by around 6.8%.


GEDI Group operating performance for the 1st half of 2019

Consolidated revenues
, totalling € 302.9m, fell by 6.1% compared to the first half of 2018. Revenue from digital activities accounted for 12.2% of consolidated revenue (15.2% for the Repubblica brand). To consider that digital subscriptions grew more then 35%.

Circulation revenues, amounting to € 134.5m, decreased by 5.2% compared to the previous financial year, in a market which, as indicated above, reports a decrease of 7.7% in the sales of daily newspapers at newsstands and via subscription.

Advertising revenue totalling € 147.3m, was down by 7.4% compared to the first six months of 2018.

Costs, including depreciation, are 5.5% lower compared to the first half of 2018. Personnel costs (-6.0%) and other costs (-5.0%) have decreased. It should be noted that these reductions only partially reflect the effects of the restructuring of the editorial structure of La Repubblica (which became operational during March) and the closure of two additional printing sites (from April).

Adjusted gross operating profit comes to € 23.5m, € 16.3m prior to application of IFRS 16, to be compared with € 21.9m in the first half of 2018. Gross operating profit amounted to € 20.2m (€ 13.0m net of the effects of IFRS 16), including restructuring charges totalling € 3.3m, mainly deriving from further rationalisation of the industrial structure and local sales structures of the Group’s advertising concession holder.

Adjusted operating profit, excluding the restructuring expenses indicated above, comes to € 7.6m (€ 7.3m before application of IFRS 16), compared to € 12.4m in the first half of 2018.
In the second quarter, adjusted operating profit at €6.1m, in line with the same period of 2018. Consolidated operating profit came to € 4.3m (€ 4.0m after application of IFRS 16).

The net consolidated profit indicates a loss of € 19.1m (€ -18.4m excluding the effects of IFRS 16), due to the effects of the sale of Persidera (€ -17.3m) and restructuring charges with an impact on the net result totalling € 2.5m. The first half of 2018 ended with net consolidated profit of € 4.3m. More specifically, on 5 June 2019, the parent company GEDI Gruppo Editoriale SpA, in agreement with TIM SpA, the other seller, signed a binding agreement with F2i and Ei Towers to sell its 30% stake in Persidera, a non-core asset for the Group. The agreement involves a payment of € 74.5m to be received by GEDI, from which dividends distributed during 2019 will be subtracted at closing (equal to € 4.3m received in April). Interest accruing from 1 August through the closing date will instead be added to the payment.

Net financial debt at 30 June 2019 prior to application of the new accounting standard IFRS 16 amounts to € 123.1m, up over the € 103.2m recorded at the end of 2018 due to € 23.0m in payments relative to reorganisation plans in progress and the trend for working capital. Application of IFRS 16 has led to recording, at 30 June 2019, of payables for leasing and rights of use of € 61.2m, and therefore net debt after IFRS 16 application totals € 184.4m. Recall that on 9 April 2019, the Company entirely repaid the expiring convertible bond loan with a value of € 100m, partially via a revolving credit line established in April 2018.

The Group’s workforce, including fixed-term employees, in June numbered 2,259 employees, down by 100 compared to 31 December 2018. The average workforce for the period was 5.8% lower than in the first half of the previous year.


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The Company’s Director of Administration and Accounts, Mr Gabriele Acquistapace, the Executive responsible for the preparation of the company’s Financial Statements, hereby attests in compliance with the terms of paragraph 2 of Art. 154-bis of the “Testo Unico delle Finanze” (Consolidated Law on Finance) that the figures contained in this press release correspond to the results documented in the Company’s accounts and general ledger.
***

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GEDI: agreement reached for sale of the equity stake in Persidera

Rome, 5 June 2019 – GEDI, in agreement with TIM, the other seller, reached a binding agreement today with F2i and Ei Towers, the purchasers, for the sale of its 30% stake in Persidera.

The agreement involves payment of € 74.5 million to GEDI, after deducting, at closing, the dividends distributed in 2019 and adding the interest accruing from 1 August 2019 to the closing date (EURIBOR + 4%, on an annual basis).

The transaction entails the division of Persidera into two entities:

•   MuxCo, which will hold the frequency user rights, allocated to F2i;

•   NetCo, which will hold the network infrastructures, allocated to Ei Towers.

The sale is conditional to obtaining the regulatory permits, completion of the demerger as above and the customary clauses for such agreements.

The sale of the equity investment, a non-core asset of the group, will lead to a reduction in the Group’s net financial debt of € 74.5 million, which totalled € 124.7 million at 31 March 2019 (pre IFRS 16). The transaction will result in capital losses of € 16.9 million.

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GEDI: approval of 2018 Financial Statements

As per the terms of Consob Resolution 11971/99 and subsequent amendments and additions

Shareholders’ Meeting and Board of Directors

APPROVAL OF 2018 FINANCIAL STATEMENTS

CONFERRAL OF NEW POWERS FOR PURCHASE AND SALE OF OWN SHARESFO

LAUNCH OF 2019 STOCK GRANT PLAN


Rome, 19 April 2019 – Today in Rome, the Shareholders’ Meeting of GEDI Gruppo Editoriale S.p.A. was held, chaired by Marco De Benedetti.


APPROVAL OF 2018 FINANCIAL STATEMENTS

The Shareholders’ Meeting has approved the individual financial statements and examined the consolidated financial statements of the Group for 2018.

Net consolidated revenue of €648.7 mn, up 5.3% compared to 2017 (-5.9% on a like-for-like basis).

The adjusted gross operating profit totalled €51.7 mn, comparable to the €57.4 mn of 2017.

The consolidated net result recorded a loss of €32.2 mn, including write-downs of goodwill on publications and shareholdings performed following impairment test verification for a total of €36.3 mn and expenses for restructuring and other non-ordinary components with an effect on the net result of €12.6 mn.

The Shareholders’ Meeting resolved to entirely cover the loss for the year, equal to €32,158,364.81 through use of reserves available in the financial statements at 31 December 2018.


REVOCATION AND CONFERRAL OF NEW POWERS UPON THE BOARD OF DIRECTORS FOR PURCHASE OF OWN SHARES

The ordinary shareholders’ meeting resolved to revoke the power to purchase own shares for the period not yet applicable and for the portion not yet exercised and at the same time, granted new powers. Buy back, also in consideration of the Group’s equity structure, may be an instrument to be used for creating value for the shareholders and to serve employee compensation plans. The conferral has the following characteristics: a) duration of 18 months from the day following the Shareholders’ Meeting; b) maximum of 20,000,000 shares may be purchased, each of a par value of € 0.15, taking into account that, when added to the treasury shares already held, also through subsidiaries, the par value of the purchased shares may not exceed one fifth of GEDI Gruppo Editoriale S.p.A. share capital; c) the price of each purchase of shares shall be no higher than 10% and no less than 10% with respect to the reference price reported by the ordinary Company shares in the session of the Italian Stock Exchange prior to each purchase transaction.


PRESENTATION OF THE REMUNERATION REPORT AND APPROVAL OF THE STOCK GRANT PLAN

The Company has adopted a general remuneration policy in line with the provisions of the Corporate Governance Code and the Consolidated Finance Act. The Remuneration Report, prepared under the terms of applicable legislation, contains guidelines for determining remuneration of executive directors and executives with strategic responsibilities. This Report has been submitted to consultation vote of the Shareholders’ Meeting, which approved thereof.

Furthermore, the Shareholders’ Meeting approved a new stock grant plan for 2019 aimed at employees of the company or its subsidiaries, through assignment of a maximum of 2,000,000 Units.

The Shareholders’ Meeting also assigned the Board of Directors, on proposal of the Appointments and Remuneration Committee, with identification of recipients, preparation of the regulatory text, and fulfilment of relative disclosure obligations, all in observance of the terms, conditions and implementation methods defined in the Disclosure Document prepared pursuant to article 84-bis of Consob Regulation 11971/99 and already published as defined by law.

The 2019 stock grant plan approved has the goal of increasing loyalty in relation to the Company of individuals holding strategically significant functions in performance of Group activities and to provide an incentive aimed at increasing commitment for improvement of company performance.

Ms Laura Cioli, co-opted into the Board of Directors on 26 April 2018, was confirmed as Director by the Shareholders’ Meeting, and as Chief Executive Officer by the following Board of Directors Meeting.

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GEDI: economic and financial results as of 31 March 2019

TURNOVER AT € 145.6M

EBITDA AT € 8.4M

NET PROFIT AT € 2.0M

NET DEBT AT € 124.7M (net of IFRS 16)
(includes expenses for restructuring plans and annual partnership contract)


Rome, 19 April 2019 – Today in Rome, under the chairmanship of Marco De Benedetti, the Board of Directors of GEDI Gruppo Editoriale S.p.A. met and approved the consolidated results as of 31 March 2019 as presented by Chief Executive Officer Laura Cioli.

BOARD OF DIRECTORS REPORT AT 31 MARCH 2019


MARKET PERFORMANCE

In the first two months of 2019, advertising investments decreased by 3.6% compared to the corresponding period in the previous year (Nielsen Media Research figures). 

Amongst the main formats, only online (excluding Search and Social Networks) saw a positive trend, with growth of 2.6%. Revenue for radio was basically consistent with figures for the corresponding period last year (+0.1%), while TV revenue was down 3.6%. Printed media was the format that suffered most, recording a further drop of 11.3%, with newspapers reporting -13.6% (-15.3% revenue for national papers and -12.5% for local papers) and magazines -6.9%. 

According to ADS (Accertamento Diffusione Stampa) data, in the first two months of 2019, newspaper subscriptions and sales at newsstands fell by 7.1% (-5.4% for national newspapers and -8.5% for local newspapers). Including digital copies, overall circulation dropped by around -5.9%.


GEDI GROUP OPERATING PERFORMANCE FOR THE 1ST QUARTER OF 2019

Consolidated revenues, totalling € 145.6m, fell by 6.5% compared to the first quarter of 2018. Revenue from all digital activities accounted for 12.4% of consolidated revenue (17.5% for the Repubblica brand), and the digital products of the various Group publications at the end of 2019 reached 119,000 subscribers.

Circulation revenues, amounting to € 67.1m, decreased by 6.5% when compared with the previous financial year, in a market which, as indicated above, reports a decrease of 7.1% in the sales of daily newspapers at newsstands and via subscription. 

Advertising revenue was down by 8.0% compared to the first quarter of 2018.

The development of revenue from the various formats of the Group reflects the trends of the relative markets. Online advertising grew 3.2%, radio remained basically in line with figures for the corresponding period of 2018 (-2.2%), while printed media saw a significant decrease of -12.7%.

Costs, including depreciation, are 5.5% lower compared to the first quarter of 2018. Personnel costs (-4.8%) and other costs (-6.1%) have decreased. However, these reductions still do not significantly reflect the effects of newsroom’s organization restructuring of La Repubblica (which went operational during March) and the closure of two printing facilities (from April).

Consolidated gross operating profit was € 8.4m (€ 4.8m net of IFRS 16 effects) compared to € 11.4m in the first quarter of 2018. 

Consolidated operating profit was € 0.5m (€ 0.3m prior to application of IFRS 16) compared to € 6.6m in the first quarter of 2018.

Consolidated net profit was € 2.0m (€ 2.3m excluding the effects of IFRS 16) against € 3.0m profit in the first quarter of 2018. 

Net debt at 31 March 2019, prior to application of new accounting standard IFRS 16, totalled € 124.7m, up compared to the € 103.2m at the end of 2018, due to the effect of the first round of payments for restructuring plans in progress, as well as the trend in working capital, affected by expenses of € 8.4m for an annual partnership contract. Application of IFRS 16 has led to recording, at 31 March 2019, of payables for leasing and rights of use of € 62.8m, and therefore net debt after IFRS 16 application totals € 187.5m. 

The Group’s workforce, including fixed-term employees, at the end of March 2019, numbered 2,295 employees, down 64 compared to the 31 December 2018. The average workforce for the period was 4.5% lower than in the first quarter of the previous year.

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The Company’s Director of Administration and Accounts, Mr Gabriele Acquistapace, the director responsible for the preparation of the company’s Financial Statements, hereby attests, in compliance with the terms of paragraph 2 of Art. 154-bis of the “Testo Unico delle Finanze” (Consolidated Law on Finance) that the figures contained in this press release correspond to the results documented in the Company’s accounts and general ledger.
***


SUBSEQUENT EVENTS AND OUTLOOK

On 8 April 2019, the Company entirely repaid the expiring convertible bond loan with a value of € 100m, partially via a revolving credit line established in April 2018.

Based on the trends already recorded in the first quarter, there are no significant changes in the market expected in 2019 other than those that have marked the sector for a number of years now. To counter these trends, the Group has and will continue to engage in developing its products, to implement the rationalization measures to preserve profitability, to achieve further advantages deriving from the merger with the ITEDI Group and to strengthen its leadership in digital activities. Amongst the activities with effects that will be visible in coming months: the relaunch of the La Repubblica newspaper and the effects of the newsroom’s organization restructuring, the restructuring following closure of a further two printing facilities, reorganisation of GEDI News Network and consequent opportunities for further increased efficiency and synergy, and the development of technological platforms with particular reference to CRM and editorial systems.

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GEDI: revenues at € 648.7m in 2018

REVENUES AT 648.7MN (€615.8MN IN 2017)
ADJUSTED EBITDA AT €51.7MN (€57.4MN IN 2017)
NET DEBT AT €103.2MN (€115.1MN AT END OF 2017: IN JULY DISBURSEMENT OF €35.1MN AS LAST INSTALMENT OF TAX DISPUTE)

Rome, March 1 2019
– Today in Rome, under the chairmanship of Marco De Benedetti, the Board of Directors of GEDI Gruppo Editoriale S.p.A. met and approved the consolidated results as of December 31 2018 as presented by Chief Executive Laura Cioli.


Performance of the market


In 2018, the advertising market was essentially stable (-0.2%) compared to the previous financial year (Nielsen Media Research figures).
All the main media, except for the printed press, showed a positive performance: radio reported advertising orders up by 5.5%, confirming the trend in progress since 2015, the internet, excluding search engines and social media, reported a rise of 4.5% and television a rise of 0.6%. By contrast, orders for the printed media again posted a loss of 7.0%, with newspapers reporting -6.2% (-4.9% orders for the national papers and -7.4% for the local papers) and magazines -8.2%.
As for newspaper circulation in 2018, according to ADS (Accertamento Diffusione Stampa) figures, there was a decline in sales on the news-stands and by subscription of 7.4% (-8.3% for national papers and -6.8% for local papers). Including digital copies, overall circulation dropped by around 5.7%.


Performance of operations of the GEDI group in 2018

It should be remembered that, on June 27 2017, the merger was completed into GEDI of the ITEDI Group, publisher of the newspapers La Stampa and il Secolo XIX. As an effect of this deal, GEDI acquired control of the ITEDI Group, which entered the consolidation perimeter on June 30 2017. Thus, the income statement of the GEDI Group for the year 2017 included the ITEDI Group from July 1, 2017 onwards.
For the main economic indicators illustrated below, the change from 2017 is also given on a like-for-like basis.

Consolidated revenues
, totalling €648.7mn, rose by 5.3% compared to 2017 (-5.9% on a like-for-like basis). The revenues from all the digital activities accounted for 12.2% of consolidated revenue, and the digital products of the various Group publications at the end of 2018 exceeded 113,000 subscribers.

Circulation revenues
came to €284.6mn and were up by 8.3% on those of the previous year, but were down by 8.1% on a like-for-like basis in a market that, as stated above, has continued to report a significant decline in newspaper circulation.
Advertising revenues, totalling €318.0mn, rose by 4.9% compared to 2017, but were down by 2.9% on a like-for-like basis.
As for the Group media, advertising orders for radio grew by 5.5%, confirming the positive trend already seen in the previous year.
Internet orders showed growth of 11.0% (+3.1% on a like-for-like basis). Lastly, orders for the printed press rose by 3.2% (-8.1%on a like-for-like basis).

Costs
were 7.1% higher than in 2017 but fell by 4.5% on a like-for-like basis. More specifically, industrial fixed costs were lower (-6.0%) thanks to the ongoing reorganization of the production structure of the Group, and operational and administrative costs were also down (-4.4%) thanks to the measures adopted to reduce labour costs, overheads and editorial costs (-1.9%) thanks to the first effects of the actions taken to reduce journalism costs and charges for editorial collaborators.

The gross operating margin was €33.1mn (€52.8mn in 2017), including restructuring expenses and other non-ordinary items totalling €18.7mn (€4.6mn in the previous year). Such charges derive for €17.6mn from the trade union agreements signed at the end of 2018 regarding the editorial reorganisation of the publications La Repubblica and L’Espresso, which will significantly positively affect the costs of journalism in 2019. Of these costs, about 50% relate to retirements already agreed in the first months of 2019, and the remaining 50% relates to future retirement forecasts. Net of such effects, the adjusted gross operating margin totalled €51.7mn, comparable to the €57.4mn of 2017.

The consolidated operating result showed a negative balance of €11.1mn compared to the €28.2mn of 2017 (€27.6mn on a like-for-like basis) and includes, as well as the restructuring expenses as above, €1.3mn of write-downs of printing plants (€8.3mn in 2017) and €24.2mn of write-downs on goodwill for publications recognized on the basis of the impairment test verification.  Net of such components, the adjusted operating result totalled €33.1mn, comparable to the €41.1mn of 2017.

Financial expenses
increased from €8.7mn in 2017 to the current €10.8mn, as a result of the increase in financing sources after the Company stipulated new loan agreements in 2018 with a view to reimbursing the bond issue due in April 2019.
Write-downs for €12.0mn were also made in 2018 on the shareholdings held in Persidera and Editoriale La Libertà based on the results of the impairment test.

The consolidated net result showed a loss of €32.2mn, including, as specified above, write-downs of goodwill on publications and shares investment recognized on the basis of the impairment test verification for a total of €36.3mn and expenses for restructuring and other non-ordinary components with an effect on the net result of €12.6mn. The net result in 2017 had been negative by €123.3mn (-€125.1mn on a like-for-like basis) as a result of an extraordinary tax charge of €143.2mn from the settlement of a dispute, pending in the Court of Cassation, relating to tax-avoidance issues regarding the tax benefits resulting from the corporate reorganization of Gruppo Editoriale L’Espresso in 1991.

Net debt
totalled €103.2mn at December 31 2018, an improvement compared to the €115.1mn at the end of 2017. On July 2 2018, the Company made a payment of €35.1mn as the final instalment of the above-mentioned settlement of its tax dispute.

The Group had 2,359 employees at the end of 2018 including temporary contracts, and the average number of employees for the period on a like-for like basis was 2.5% lower than in 2017.


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The Company’s Director of Administration and Accounts, Mr Gabriele Acquistapace, the Executive responsible for the preparation of the company’s Financial Statements, hereby attests in compliance with the terms of paragraph 2 of Art. 154-bis of the “Testo Unico delle Finanze” (Finance Consolidation Act) that the figures contained in this press release correspond to the results documented in the Company’s accounts and general ledger.
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The 2018 financial statements of the parent company

The parent company’s revenue totalled €255.7mn (€279.6mn in 2017). The operating loss was €35.5mn (-€5.0mn in 2017). The net result was a loss of €32.2mn (-€116.6mn in 2017).

Proposal to the shareholders’ meeting

Given the presence of available reserves in the financial statements for a total of €344,443,160.84, the Board of Directors proposes to the Shareholders’ Meeting called on April 19, 2019full coverage of the losses for the year, totalling €32,158,364.81 using the available reserves recorded in the financial statements as at December 31 2018The revocation and renewal of the power of attorney to the said Board is further proposed to the Shareholders’ meeting for a period of 18 months for the purchase of a maximum of 20 million treasury stocks at a unit price which shall be no higher than 10% and no less than 10% with respect to the reference price recorded by the shares in the session of the Italian Stock Exchange prior to each purchase transaction or the date on which the price is set and, in any case, where the purchases are made on regulated markets, for a payment not exceeding the highest price between the last independent transaction and the highest current independent purchase offer price on the market, in compliance with the provisions of the EU Delegated Regulation 2016/1052.
The main reasons for renewing the authorisation are to: fulfil the obligations deriving from any share options programmes or other assignments of Company shares to employees or to members of the administrative or control bodies of GEDI or its subsidiaries; fulfil the obligations deriving from any debt instruments convertible or exchangeable with share instruments; set up a portfolio of treasury stocks to be used as payment in any extraordinary transactions, including equity exchanges, with other entities as part of transactions of interest to the Company (the so-called “securities inventory”); carry out liquidity support activities of the security on the market; take the opportunity to create value and to ensure an efficient use of liquidity in relation to the performance of the market; for any other purposes rated by the competent authorities as admissible market practices in accordance with the applicable European and domestic guidelines, and with the procedures established therein.


Verification of the existence of the requisites of independence of the directors and statutory auditors

The Board of Directors has checked the existence of the requisites of independence of the directors, confirming in such role Prof. Agar Brugiavini, Mrs. Giacaranda Maria Caracciolo di Melito Falck, Mrs. Elena Ciallie, Prof. Alberto Clò, Mrs. Silvia Merlo, Ms. Elisabetta Oliveri, Mr. Luca Paravicini Crespi and Mr. Michael Zaoui, as well as the requisites of independence and honour of the Board of Statutory Auditors.


Subsequent events and outlook

No significant events have taken place since the close of the year.
With regard to developments in the first few months of 2019, the information currently available does not suggest any significant changes in market trends to those that characterised 2018.
In this context, the Group will continue to engage in developing its products, to implement the rationalization measures to preserve profitability in a structurally difficult market, to achieve further advantages deriving from the merger with the Itedi Group and strengthen its leadership in digital activities.

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GEDI: Carlo Verdelli appointed Editor of Repubblica

Rome, February 6, 2019 – Today the Board of Directors of GEDI Gruppo Editoriale met and appointed Carlo Verdelli as Editor of the newspaper la Repubblica, replacing Mario Calabresi, who has edited the paper for the last three years.

The Board thanked the outgoing Editor Mario Calabresi for his strong commitment during his mandate in a market climate that has undoubtedly been difficult and challenging.

Carlo Verdelli becomes Editor with considerable experience in top positions in important newspapers and publishing firms, where he was distinguished for his managerial ability and innovative talent. The Board of Directors would like to wish Carlo Verdelli every success in his new position.

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GEDI admitted to the Star segment of the Borsa Italiana

Rome, November, 8 2018 – GEDI Gruppo Editoriale S.p.A. announces that, with provision n. 8509 issued on 7 November, Borsa Italiana S.p.A. will admit the company’s ordinary shares for trading on the Main Market’s (MTA) STAR segment (the segment for high requirement shares in terms of transparency of information, liquidity and corporate governance), effective from 15 November p.v.

With its inclusion in the STAR segment, GEDI commits to compliance with requirements for excellence in communication, liquidity and governance. It thus enters the financial market with the aim of enhancing the Company’s value.


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