The Shareholders? Meeting approved Saras SpA Financial Statements as of 31st December 2013
28 April 2014 - 7:36PM
Italian Regulatory (Text)
Saras: the Shareholders' Meeting approved Saras SpA Financial
Statements as of 31st December 2013
Milan, 28th April 2014: Saras SpA Ordinary Shareholders' Meeting
(the "Shareholders' Meeting") met today under Chairman Mr. Gian
Marco Moratti.
Saras SpA Financial Statements as of 31st December 2013
st The Shareholders' Meeting approved the Saras SpA Financial
Statements as of 31 December 2013 and decided to carry forward the
net loss for the year, equal to EUR 124,037,017.
Saras SpA is the Parent Company and operates in the Italian and
international oil markets, buying and selling crude oil and refined
oil products. As part of the corporate restructuring approved by
the Board of Directors in January 2013, the refining activities of
Saras SpA were transferred to the subsidiary Sarlux Srl, with
effect from 1st July 2013, in order to concentrate the industrial
activities conducted at the Sarroch site into a single company,
thereby increasing operational and management efficiency. Revenues
of Saras SpA in FY2013 stood at EUR 10,166 million, down 6% versus
FY2012. This decrease can be mainly attributed to the trend in oil
prices. EBITDA was EUR -70 million in FY2013, up on the previous
year (EUR -91 million). Similarly, the Net Result stood at EUR -124
million, improved by 32% versus the Net Result of EUR -153 million
in FY2012. Investments in FY2013 were equal to EUR 51 million (from
EUR 97 million in FY2012). The decrease is mainly related to the
contribution in kind of all the refinery activities held by Saras
SpA to the subsidiary Sarlux Srl, as previously mentioned. As a
consequence, Saras SpA FY2013 Financial Statements only include the
investments made in the first six months of the year and, for this
reason, previous years' figures are not comparable.
st Net Financial Position as of 31 December 2013 was EUR -118
million, significantly improved versus the position at the end of
FY2012, which was equal to EUR -471 million. The main contribution
came from the partial repayment of debt to the subsidiary Sarlux
Srl in the form of the above-mentioned transfer, and also from the
ordinary operations' management, which benefited from a reduction
in working capital.
Regarding the Consolidated Annual Report 2013, examined by the
Shareholders' Meeting, the comments for each business segment are
the same as reported in the preliminary figures. For more details,
please refer to the Management Discussion and the Consolidated
Financial Statements. Coherently with the negative adjusted Net
Result posted by the Saras Group in FY2013, and in line with our
dividend policy, the Shareholders' Meeting resolved not to
distribute any dividends for the Financial Year ended 31st December
2013.
Remuneration Report pursuant to Art. 123-ter of the Legislative
Decree 58/98
The Company submitted to the Shareholders' Meeting, which expressed
its formal approval, the Remuneration Report pursuant to the
Regulation in force, which contains the general guidelines and
policies defining the remuneration of the Directors of the Board
and of the Executive Directors with strategic responsibilities.
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Buyback of own shares and act of disposal of the shares
purchased
The Shareholders' Meeting resolved to revoke, for the part not yet
executed, the authorisation for the buyback programme of own shares
approved by the Shareholders' Meeting held on the 24th April 2013,
which would have naturally expired on the 26th October 2014.
However, in recognition of the importance of such instrument, the
Shareholders' Meeting resolved to approve a new authorisation for
the following: (i) a "buyback programme" of Saras SpA ordinary
shares, pursuant to Art. 2357 of the Italian Civil Code, and to
Art. 132 of the Legislative Decree no. 58/1998 (the Italian
Financial Services Act, also know as "TUF"), up to the maximum
number of shares permitted by law, which is equal to 20% of the
issued share capital, also taking into account the own shares
already held in treasury by the Company (in other words, the
maximum number of own shares which can be purchased under the new
buyback programme is equal to 170,954,226, corresponding to approx.
17.98% of the share capital, because the share already held in
treasury by the Company as of the date of the present Shareholders'
Meeting is equal to 19,245,774, which corresponds to 2.02% of the
issued share capital). The new buyback programme could be
implemented also in several stages as appropriate, and shall take
place in the eighteen (18) months following the authorisation
resolution th approved by the Shareholders' Meeting (which means,
within the eighteen months following the 28 April 2014); the
disposal of the shares purchased under the above "buyback
programme", to be implemented also in various stages as
appropriate, pursuant to Art. 2357-ter of the Italian Civil
Code.
(ii)
The aim of the new buyback programme is to provide the Company with
own shares to be used in the following ways: · to implement (i) the
2013-2015 Stock Grant Plan, approved by the Shareholders' Meeting
of 24th April 2013, (ii) any amendment to the 2013-2015 Stock Grant
Plan or any future share plan of a similar nature, and (iii) any
stock option plan that the Company may decide to adopt; · as part
of transactions related to current operations and industrial
projects or other investments in line with the strategic guidelines
that the Company plans to pursue, including trading, exchange,
transfer, sale or any form of disposal of own shares for the
acquisition of equity interests or share packages, or for business
projects or other extraordinary financing operations involving the
allocation or disposal of own shares; · to carry out activities
aimed at improving the liquidity of the Company's shares and
managing the volatility of their market price and, in particular,
to intervene in share price movements in unusual market situations
to facilitate share trading at times of scarce market liquidity and
to promote the normal trading of shares, unless it is necessary to
use all the own shares for the purposes described above, and in any
event within the limits set by current laws and regulations and, as
appropriate, in accordance with the market practice permitted
pursuant to article 180, paragraph 1(c) of the TUF concerning
activities to support market liquidity. Finally, it should be
specified that the purchase of own shares within the presently
authorised buyback programme is not related to the reduction of the
issued share capital, and therefore the shares purchased will not
be cancelled.
Amendment of Art.2 of the Articles of Association concerning
corporate purpose
Finally, the Shareholders' Meeting approved the amendment of Art.2
of the Articles of Association, to include specific reference, in
Saras SpA corporate purpose, to the activities and services carried
out in the "biofuels" sector. This amendment is the result of the
procedures, currently in progress, in order to obtain the
"International Sustainability and Carbon Certification" (ISCC),
concerning the operations with biofuels and bioliquids. In
particular, using an independent certification body, the Company is
qualifying for the ISCC-EU certification system, which is valid not
only in Italy, but also in the entire European Community. Once in
possession of such certification, the Company shall be able to take
advantage of all the commercial opportunities relating to biofuels
within the European member states.
Agreement for the sale of the biodiesel business
On April 8th, 2014 Saras Energia SA (Saras Group) and Musim Mas
Europe Pte Ltd (Musim Mas Group) signed an agreement for the sale
of Saras Energia biodiesel business, whose plant is located in
Cartagena (Spain), with revenues equal to approx. EUR 115 million
in FY2013. The transaction is expected to close during the second
half of FY2014.
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th This press release issued on 28 April 2014 has been prepared
pursuant to the Regulation implementing Legislative th Decree no.
58 of 24 February 1998, adopted by Consob under resolution number
11971 of 14th May 1999, as amended and supplemented. It is
available to the public at the offices of Borsa Italiana SpA and
from the Company's website (www.saras.it), under "Investor
Relations/Financial News/Press Releases".
For further information, please contact: Massimo Vacca Saras Head
of Investor Relations & Financial Communications Alessandra
Gelmini Saras IR Officer Elisabetta Ferrati Saras IR Officer
Tel. +39 02 7737642 Email: ir@saras.it
THE SARAS GROUP
The Saras Group, whose operations were started by Angelo Moratti in
1962, has approximately 1,800 employees and total revenues of about
11.2 billion Euros as of 31st December 2013. The Group is active in
the energy sector, and is a leading Italian and European crude oil
refiner. It sells and distributes petroleum products in the
domestic and international markets, directly and through its
subsidiaries. The Group also operates in the electric power
production and sale, through the subsidiaries Sarlux Srl and
Sardeolica Srl. In addition, the Group provides industrial
engineering and scientific research services to the oil, energy and
environment sectors through the subsidiary Sartec SpA. Finally, the
Group operates also in the field of exploration for gaseous
hydrocarbons.
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