PRESS RELEASE APPROVAL OF DRAFT FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS AT 30 APRIL 2015

Transcription

1 PRESS RELEASE APPROVAL OF DRAFT FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS AT 30 APRIL 2015 The Board of Directors of Sesa S.p.A. has approved the Draft Financial Statements and Consolidated Financial Statements at 30 april 2015 A unit dividend of Euro 0.45 per share has been proposed to the Shareholders Meeting - Group's consolidated results at 30 April 2015 Total Revenues and Other Income: Euro 1,060.2 million (+11.9% vs Euro million at 30 April 2014) Consolidated Ebitda: Euro 51.6 million (+3.8% vs Euro 49.7 million at 30 April 2014) Consolidated net profit before minority interests: Euro 22.6 million (+4.3% vs 30 April 2014) Net profit after minority interests: Euro 21.8 million (+5.5% vs 30 April 2014) Net Financial Position: positive for Euro 33.9 million with an improvement of Euro 7.7 million compared to 30 April Approval of Remuneration Report pursuant to art. 123-ter of Legislative Decree 58/1998 and Report on Corporate Governance and Ownership Structure pursuant to art. 123-bis of Legislative Decree 58/1998, to be submitted to approval of Shareholders' Meeting of 28 and 29 August Proposal to Shareholders' Meeting for authorization of purchase and disposal of Treasury Shares - Convocation of Ordinary and Extraordinary Shareholders' Meeting for 28 August (first call) and 29 August 2015 (second call) with the proposal of a dividend of Euro 0.45 per share to be paid on 16 September 2015 (record date 15 September 2015, coupon date 14 September 2015) Empoli, 17 July The Board of Directors of Sesa S.p.A., operation of reference in Italy in the sector of value added IT solutions for the business segment, examined and approved the draft of the statutory and consolidated financial statements for the year ending 30 April 2015, prepared in compliance with EU accounting standards-ifrs and compared with the results at 30 April The consolidated results at 30 April 2015 show an improvement in the main economic and financial ratios. Consolidated Revenues and Other Income are equal to Euro 1,060.2 million, up 11.9% on last year (Euro million at 30 April 2014). The growth of the turnover, going against the reference market trend which presented a decline (-2.1% in 2014, source: Sirmi May 2015), is attributable to the positive performance of the two main divisions of the Group. The VAD division in particular (managed through the subsidiary Computer Gross Italia) operating in the IT distribution sector, recorded revenues and other income for Euro million, up 13.7% on 2014, thanks to the expansion of the technology offering following the introduction of new brands into the portfolio distributed and to a further consolidation of the leadership of Computer Gross Italia on the Italian market in the distribution of value added IT solutions (storage, server, software enterprise and distributed IT service segment), with a market share at Italian level of approximately 44% (source: Sirmi, January 2015). The VAR division (managed by the subsidiary Var Group) operating in the Software and System Integration sector with end users of technology, recorded revenues equating to Euro million, up 5.6% on 2014, determined mainly by the sale of IT services and solutions, thanks to the development of services in the most innovative business areas (cloud, web marketing and outsourcing) and to the expansion of the technology offering.

2 Consolidated Ebitda amounts to Euro 51.6 million (4.9% of Revenues and Other Income), up 3.8% compared to the Adjusted Ebitda at 30 April 2014 (Euro 49.7 million, equal to 5.2% of Revenues and Other Income) thanks to the development of revenues and the growth in the Group's operating efficiency (with operating costs influencing revenues and other income by 10.6% at 30 April 2015 compared to 10.9% at 30 April 2014), despite the contraction of the first commercial margin (15.5% of Revenues and Other Income compared to 16.1% of the previous year). Consolidated Ebit at 30 April 2015 is equal to Euro 41.3 million, up 3.4% compared to Adjusted Ebit at 30 April 2014, against an increase in accruals to the Provision for Bad Debts, equal to Euro 5.1 million at 30 April 2015 compared to Euro 4.2 million at 30 April Consolidated Ebt is equal to Euro 35.6 million (3.4% of Revenues and Other Income), up to 3.4% on the Adjusted result of Euro 34.4 million (3.6% of Revenues and Other Income) at 30 April 2014, after net financial charges of Euro 5.7 million at 30 April 2015 compared to Euro 5.6 million in 2014, which reflect an unfavourable trend in Euro/Dollar ratio for Euro 1.4 million at 30 April 2015 (as a result of considerable oscillation in the Euro/Dollar exchange rate during the year) compared to a balance positive by Euro 0.2 million at 30 April 2014, and an improvement in the cost relating to net interest and bank charges (made up mainly of interest and charges deriving from the factoring of trade receivables), with a negative net balance of Euro 4.3 million at 30 April 2015 compared to Euro 5.8 million in Consolidated Net Profit before minority interests is equal to Euro 22.6 million, up 4.3% compared to the Adjusted Net Profit of Euro 21.7 million at 30 April Net profit after minority interests is equal to Euro 21.8 million, up 5.5% compared to the result of Euro 20.7 million last year. At 30 April 2015, the Sesa Group's Equity and financial solidity has improved even further. The Net Financial Positio at 30 April 2015 is positive (Net Liquidity) by Euro 33.9 million with an improvement of Euro 7.7 million compared to the positive Net Financial Position of Euro 26.2 million recorded at 30 April 2014; the significant improvement is due to the profit for the period, net of dividends distributed in September 2014 equating to Euro 6.9 million and of the growth of working capital following an increase in turnover. Consolidated Shareholders' Equity at 30 April 2015 is strengthened, reaching Euro million, compared to the figure of Euro million at 30 April The Euro 16.5 million increase reflects the profit for the period under formation, net of payment of dividends by the parent company Sesa S.p.A., equating to approximately Euro 7.0 million and of the purchase of Treasury Shares during the share, used in reduction of Equity. The Parent Company Sesa S.p.A., the holding of the Group, ended the year at 30 April 2015 with a Net Profit of Euro 6.9 million, up 8.9% compared to the net result of Euro 6.3 million at 30 April 2014, a positive Net Financial Position (Net Liquidity) by Euro 10.8 million, compared to a positive Net Financial Position by Euro 8.2 million and an Equity of Euro 79.5 million compared to Euro 77.6 million at 30 April In relation to the Net Profit of Euro 6,883 thousand at 30 April 2015, the Board of Directors resolved to propose, at the next Shareholders' Meeting on 28 and 29 August 2015, the destination of the result as follows: Euro 344 thousand to the legal reserve and Euro 6,539 thousand to distribution as dividends, with a dividend of Euro 0.45 per share, in line with the previous year, for a maximum total value of Euro 7,043 thousand. The dividend was determined considering a pay-out ratio of 31% of the Consolidated Net Profit attributable to the Shareholders, in line with last year. The dividend will be paid from Wednesday 16 September 2015, with a coupon date on Monday 14 September The record date, pursuant art. 83-terdecies of Legislative Decree 58/1998, is Tuesday 15 September ***** The Board of Directors has also adopted the following resolutions. Allocation of shares in execution of Stock Grant Plan approved by the Ordinary Shareholders' Meeting of 28 August 2014 The Board of Directors also with reference to the Stock Grant Plan approved by the Shareholders Meeting of 28 August 2014, has checked the full achieving of the Annual Target for the year May April 2015 and has attributed free a total of 26,000 Ordinary Shares, divided equally to the four Executive Directors of Sesa, already identified as beneficiaries. The detailed information about the allocation is provided in the Remuneration Report pursuant to art. 123-ter of Legislative Decree n. 58/1998. Changes to the Remuneration Policy and approval of the Remuneration Report pursuant to art. 123-ter of Legislative Decree n. 58/1998 The Board of Directors regarding the remuneration policy aimed to defining the principles and guidelines followed by the Company in determining the policy on remuneration of Directors and key management personnel, approved the amendments relating to the introduction of clawback clauses, pursuant the application criterion 6.C.1. letter f) of the Code of Conduct adopted by the Italian Stock Exchange (as amended on 15 July 2014). It also approved the Remuneration Report prepared pursuant to art. 123-ter of Legislative Decree n. 58/1998 and Article 84- quater of the Issuers Regulation and prepared in accordance with Annex 3A, Schedule 7- bis and 7- ter of the regulation.

3 Approval of the Report on Corporate Governance and Ownership Structure pursuant to art. 123-bis of Legislative Decree no. 58/1998 The Board of Directors today has approved the Report on Corporate Governance and Ownership Structure pursuant to art. 123-bis of Legislative Decree no. 58/1998 and, noted the statements by the independent Directors Luigi Gola and Prof. Giovanna Zanotti, and taking into account the information at its disposal, has established the requisites of independence - pursuant to art. 148, paragraph 3, of Legislative Decree no. 58/1998, as referred to in art. 147-ter, paragraph 4, of Legislative Decree no. 58/1998 and art. 3 of the Corporate Governance Code promoted by Borsa Italiana S.p.A. - in the hands of the same Directors Luigi Gola and Giovanna Zanotti. The Board of Directors also expressed a positive evaluation regarding the size, composition and functioning of the Board and its Committees, confirming the adequacy of the administrative and internal control system pursuant to the Code of Conduct for listed companies. Proposal to Shareholders' Meeting for authorization of purchase and disposal of Treasury Shares The Board of Directors, also in consideration of the opportunity to grant the Company the right to purchase Treasury Shares over the term of the authorization to purchase resolved by the Ordinary Shareholders' Meeting on 28 August 2014, which will expire during the year 2015/2016, has resolved to submit to Shareholders' Meeting a new authorization to purchase and dispose of Treasury Shares, after revoking the previous resolution of 28 August 2014 for the part that should not be used on the date of the Shareholders' Meeting. The request for authorization to purchase and dispose of Treasury Shares is intended to provide the Company with a useful opportunity for all purposes permitted by law, including those set out in the "market practices" allowed by Consob pursuant to art. 180, paragraph 1, lett. c) of Legislative Decree n. 58/1998, with resolution n of 19 March 2009 and the Regulation CE n. 2273/2003 of 22 December 2003, where applicable. The authorization is required for the purchase, also in several tranches, of a number of Ordinary Shares with no indication of nominal value not exceeding 10% of the share capital represented by Ordinary Shares, and in any case for a maximum of Euro 1,000,000. The purchase authorization is required until the date of approval of the Financial Statements for the year ending 30 April 2016, and in any case within a period of eighteen months from the date of the resolution with the Shareholders' Meeting will authorize the purchase, while the authorization to disposal of Treasury Shares is without time limit. Purchases of Trasury Shares shall be made in compliance with the operating conditions established for the market practices concerning the purchase of Trasury Shares allowed by Consob pursuant to regulations. Convocation of the Ordinary Shareholders Meeting The Board of Directors has resolved to convene the Ordinary and Extraordinary Shareholders' Meeting for 28 August 2015, on first call, and, if necessary, in second call for 29 August 2015, to deliberate on the following topics: Ordinary Session 1. Financial Statements of Sesa S.p.A. at 30 April 2015, the Directors' report on operations; reports of the Independent Auditors and the Board of Auditors; related and consequent resolutions also in relation to the proposed allocation of Net Profit and the distribution of available reserves. Presentation of the Consolidated Financial Statements of Sesa Group at 30 April Remuneration Report in accordance with Article 123-ter of Legislative Decree no. 58/ Appointment of the Board of Directors 3.1. Determination of the number of Directors 3.2. Determination of the term of office of the Board of Directors 3.3 Appointment of Directors 3.4 Appointment of the President of the Board of Directors 3.5 Determination of the remuneration of the Board of Directors 4. Appointment of Board of Auditors for the years Appointment of three Auditors and two Substitute Auditors 4.2. Appointment of the President of Board of Auditors 4.3. Appointment of the remuneration of the Board of Auditors 5. Authorization for the purchase and disposal of Treasury Shares pursuant to the combined provisions of art and 2357-ter of the Civil Code and art. 132 of Legislative Decree n. 58/1998 and its implementing provisions, after the revocation of the authorizing resolution for the purchase of Treasury Shares adopted by Ordinary Shareholders' Meeting on 28 August 2014 for the part that should not be used on the date of the Shareholders' authorization. Related and consequent resolutions. Extraordinary Session 1. Amendments to the Articles 6 and 8 of the Company Statute resulting from the elimination of the Redeemable shares Related and consequent resolutions. The notice of the meeting and the relating documents will be published on the terms and in the manner prescribed by the rules, regulations and other laws. *****

4 The results at 30 April 2015 confirm our ability to outperform the reference market and gain market shares, continuing to grow in a scenario that it still complex, despite some signs of a reversal of the market trend, thanks to our positioning and our focus on value added areas and to the partnership with the major international brands in the sector says Paolo Castellacci, Chairman and founder of Sesa. We continue to invest in the most dynamic areas of out market, like cloud computing, security and digital transformation, which offer interesting opportunities for future growth" said, in conclusion, Chairman Paolo Castellacci. We end the year at 30 April 2015 with a positive performance by revenues, up over 10%, passing the billion euro group target, thanks to investments in innovation and human resources, with a medium-sized staff of over 1,000 employees with extensive specialisation and skills in the sector and targeted plans for company recruitment and welfare, with a view to achieving sustainable growth in the Group's results stated Alessandro Fabbroni, CEO of Sesa S.p.A. Our profitability and equity-related solidity are further strengthened, with an improvement in the net financial position, also thanks to careful control of working capital against a significant growth in revenues" concluded Fabbroni, CEO of Sesa S.p.A. This press release is also available on the Company's website The manager responsible for drawing up the company s accounts Alessandro Fabbroni - declares, pursuant to Paragraph 2 of Article 154 bis of the Consolidated Finance Law, that the accounting information contained in this press release matches the information included in the accounting books and records. Here attached you can find the following exhibits (in thousands of Euros): Exhibit n.1 Reclassified Consolidated Income Statement of the Sesa Group at 30 April 2015 Exhibit n.2 Reclassified Consolidated Balance Sheet of the Sesa Group at 30 April 2015 Exhibit n.3 Reclassified Income Statement of Sesa S.p.A. at 30 April 2015 Exhibit n.4 Reclassified Balance Sheet of Sesa S.p.A. at 30 April 2015 For information Sesa S.p.A. Via Piovola, n. 138 Empoli (FI) Conxi Palmero Ph investor@sesa.it

5 Exhibit 1. Reclassified Consolidated Income Statement of the Sesa Group at 30 April 2015 (in thousands of Euros) Reclassified income statement 04/30/2015 % 04/30/2014 % Change 2015/14 Revenues 1,054, , % Other income 6,122 6, % Total Revenues and Other Income 1,060, % 947, % 11.9% Goods for resale 896, % 794, % 12.8% Costs for services and leased assets 59, % 51, % 15.2% Personnel costs 50, % 47, % 5.1% Other operating charges 2, % 3, % -26.0% Total Good for resale and operating costs 1,008, % 897, % 12.3% Adjusted* EBITDA 51, % 49, % 3.8% Amortisation and depreciation 4,820 5, % Accruals to provision for bad debts 5,054 4, % Provisions for risks % Adjusted* EBIT 41, % 39, % 3.4% Profit from companies valued at equity (1) % Financial income and charges (5,749) (5,635) 2.0% Adjusted* EBT 35, % 34, % 3.4% Adjusted* Income taxes 13,006 12, % Adjusted* Net profit 22, % 21, % 4.3% Non-recurring listing costs net of tax effect 508 Net profit 22, % 21, % 6.8% Net profit attributable to the Group 21,803 20, % Net profit attributable to minority interests % * The Adjusted items refer to the period ended 30 April 2014 and are showed gross of non-recurring listing costs on MTA for Euro 746 thousand gross of tax effect (Euro 508 thausand net of tax effect). The Results at 30 April 2015 are not affected by non-recurring items.

6 Exhibit 2. Reclassified Consolidated Balance Sheet of the Sesa Group at 30 April 2015 (in thousands of Euros) Reclassified Balance Sheet 04/30/ /30/2014 Change 2015/14 Intangible assets 7,190 6, Property, plant and equipment 37,953 36,462 1,491 Investments valued at equity 2,766 2,856 (90) Other non-current receivables and tax assets 17,387 14,903 2,484 Total non-current assets 65,296 60,620 4,676 Inventories 58,260 47,591 10,669 Current trade receivables 274, ,538 4,845 Other current assets 21,132 24,773 (3,641) Current operating assets 353, ,902 11,873 Payables to suppliers 243, ,654 2,543 Other current payables 33,654 30,995 2,659 Short-term operating liabilities 276, ,649 5,202 Net working capital 76,924 70,253 6,671 Non-current provisions and other tax liabilities 2,636 2,763 (127) Employee benefits 13,057 10,308 2,749 Non-current liabilities 15,693 13,071 2,622 Net Invested Capital 126, ,802 8,725 Group equity 160, ,983 16,449 Medium-Term Net Financial Position 36,063 24,433 11,630 Short-Term Net Financial Position (69,968) (50,614) (19,354) Total Net Financial Position (Net Liquidity) (33,905) (26,181) (7,724) Equity and Net Financial Position 126, ,802 8,725

7 Exhibit 3. Reclassified Income Statement of the Sesa S.p.A. at 30 April 2015 (in thousands of Euros) Reclassified income statement 04/30/2015 % 04/30/2014 % Change 2015/14 Revenues 5,090 5, % Other income Total Revenues and Other Income 5, % 5, % 5.0% Goods for resale % % 17.4% Costs for services and leased assets 1, % 1, % 46.4% Personnel costs 3, % 3, % 5.9% Other operating charges % % -34.7% Total Good for resale and operating costs 5, % 4, % 15.9% Adjusted* EBITDA % % -67.4% Amortisation and depreciation % Accruals to provision for bad debts % Adjusted* EBIT % % -72.8% Financial income and charges 7,020 6, % Adjusted* EBT 7, % 7, % -0.9% Adjusted* Income taxes % Adjusted* Net profit 6, % 6, % 0.8% Non-recurring listing costs net of tax effect 508 Net profit 6, % 6, % 8.9% * The Adjusted items refer to the period ended 30 April 2014 and are showed gross of non-recurring listing costs on MTA for Euro 746 thousand gross of tax effect (Euro 508 thausand net of tax effect). The Results at 30 April 2015 are not affected by non-recurring item.

8 Exhibit 4. Reclassified Balance Sheet of Sesa S.p.A. at 30 April 2015 (in thousands of Euros) Reclassified Balance Sheet 04/30/ /30/2014 Change 2015/14 Intangible assets (10) Property, plant and equipment (30) Investments valued at equity Other non-current receivables and tax assets 69,317 69,585 (268) Total non-current assets 69,427 69,735 (308) Inventories Current trade receivables 1, Other current assets 2,761 2, Current operating assets 4,058 2,932 1,126 Payables to suppliers Other current payables 3,509 2,277 1,232 Short-term operating liabilities 3,806 2,567 1,239 Net working capital (113) Non-current provisions and other tax liabilities Employee benefits Non-current liabilities Net Invested Capital 68,700 69,428 (728) Equity 79,528 77,612 1,916 Medium-Term Net Financial Position Short-Term Net Financial Position (10,828) (8,184) (2,644) Total Net Financial Position (Net Liquidity) (10,828) (8,184) (2,644) Equity and Net Financial Position 68,700 69,428 (728) Sesa S.p.A. Headquarter Empoli, Via Piovola n.138, ph. (+39) fax (+39) Share Capital Euro 37,126, i.v. VAT number, Fiscal and Registration number on the Florence Company Register