PRESS RELEASE DURING IGD SIIQ'S ANNUAL GENERAL MEETING
SHAREHOLDERS APPROVED: in ordinary session the separate financial
statements at 31 December 2011 and the allocation of the profit for
the year, as well as the consolidated financial statements at 31
December 2011 which show total revenue of 124.7 million (+7.3%),
EBITDA of 88.5 million (+7.5%), and a net profit of 30.1 million
(+2.4%); the payment of a dividend equal to 0.08 per share (an
increase of 6.7% with respect to the 0.075 paid for 2010), payable
as of 24 May 2012 with shares going ex-div on 21 May 2012; the
appointment of the new Board of Directors and the new Board of
Statutory Auditors; the authorization to purchase and dispose of
treasury shares.
in extraordinary session the capital increase excluding pre-emption
rights reserved for 2011 dividend recipients (the "Dividend
Reinvestment Option"); the amendments to articles 6, 16 and 26 of
the corporate by-laws.
IGD'S BOARD OF DIRECTORS CONFIRMS GILBERTO COFFARI AS CHAIRMAN,
SERGIO COSTALLI AS VICE CHAIRMAN, CLAUDIO ALBERTINI AS CHIEF
EXECUTIVE OFFICER. IN ANTICIPATION OF THE PENDING APPLICATION OF
LAWS RELATING TO GENDER EQUALITY, THREE FEMALE DIRECTORS AND ONE
FEMALE STANDING AUDITOR HAVE BEEN APPOINTED APPOINTED NEW MEMBERS
OF THE BOARD COMMITTEES AND THE SUPERVISORY BOARD.
Bologna, 19 April 2012. Today the Annual General Meeting of IGD -
Immobiliare Grande Distribuzione SIIQ S.p.A., ("IGD" or the
"Company"), leading owner and manager of retail shopping centers in
Italy and listed on the STAR segment of the Italian Stock Exchange,
met in first call, in ordinary and extraordinary session, in a
meeting chaired by Gilberto Coffari. Approval of the separate and
consolidated financial statements at 31 December 2011 IGD's
shareholders resolved to approve the 2011 financial statements of
IGD SIIQ S.p.A., approved by the Board of Directors on 8 March
2012, which close with a net profit of 30.0 million, and also
resolved to pay a dividend, excluding the 10,976,592 treasury
shares held by the Company, of 0.08 per share (an increase of 6.7%
with respect to the 0.075 paid in the prior year), payable as of 24
May 2011 and with shares going ex-div as of 21 May 2012. During
today's Annual General Meeting shareholders also resolved to
approve the IGD Group's consolidated financial statements for FY
2011. The IGD Group's total operating revenue at 31 December 2011
amounted to 124.7 million, an increase of 7.3% with respect to the
116.2 million posted in 2010. Total EBITDA at 31 December 2011
amounted to 88.5 million, an increase of 7.5% versus the 82.3
million posted in 2010. The EBITDA margin for the core business
improved further, rising from the 70.99% posted in 2010 to 71.68%
in 2011. The Group's portion of net profit at 31 December 2011
amounted to 30.1 million, an increase of 2.4% with respect to the
29.3 million posted in 2010. The Funds from Operations
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(FFO) rose from the 43 million posted at 31 December 2010 to
approximately 43.3 million at 31 December 2011, an increase of
0.6%. Furthermore, in 2011 the expansion of the Group's portfolio
perimeter was accomplished maintaining the level and the relative
cost of debt under control: the adjusted gearing ratio came in, in
fact, at 1.38 compared to 1.28 at 31 December 2010, while the IGD
Group's net financial debt at al 31 December 2011 amounted to 1.129
billion, substantially in line with the 1.017 billion recorded at
31 December 2010. Based on CB Richard Ellis's and Reag's
independent appraisals, the market value at 31 December 2011 of the
Igd Group's real estate portfolio reached 1,924.6 million, an
increase with respect to the 1,804 million recorded at 31 December
2010. The shareholders also resolved, pursuant to Art. 123-ter of
Legislative Decree 58/98, to approve the first section of the
Remuneration Report. Appointment of the Board of Directors and the
Board of Statutory Auditors The shareholders, meeting in ordinary
session, appointed the new Board of Directors and the new Board of
Statutory Auditors who will remain office through the Annual
General Meeting called to approve the financial statements at 31
December 2014. The new Board of Directors, which is composed of 15
members taken from the only list filed jointly by majority
shareholders Coop Adriatica and Unicoop Tirreno, is comprised of:
Gilberto Coffari, Claudio Albertini, Roberto Zamboni, Aristide
Canosani, Sergio Costalli, Leonardo Caporioni, Fernando Pellegrini,
Fabio Carpanelli, Elisabetta Gualandri, Tamara Magalotti, Livia
Salvini, Andrea Parenti, Riccardo Sabadini, Giorgio Boldreghini and
Massimo Franzoni. The directors Fabio Carpanelli, Elisabetta
Gualandri, Tamara Magalotti, Livia Salvini, Andrea Parenti,
Riccardo Sabadini, Giorgio Boldreghini and Massimo Franzoni
declared that they qualify as independent as per the applicable
provisions found in Legislative Decree 58/98, the Consob
Regulations and the Corporate Governance Code. The curriculum vitae
of the directors are available on the Company's corporate website:
www.gruppoigd.it. In anticipation of laws which are to be applied
in an effort to promote gender equality in administrative and
control bodies, three female (the less represented gender)
directors were also appointed to IGD's new Board of Directors. The
new Board of Statutory Auditors is now composed of the following
members, appointed from the only list filed jointly by majority
shareholders Coop Adriatica and Unicoop Tirreno: Standing auditors
Romano Conti, Pasquina Corsi, Roberto Chiusoli, and, Alternate
auditors Isabella Landi and Monica Manzini. Romano Conti was
appointed Chairman of the Board of Statutory Auditors. The
curriculum vitae of the statutory auditors are available on the
Company's corporate website: www.gruppoigd.it. Similar to the Board
of Directors, in anticipation of laws which will introduce quotas
relative to gender equality, IGD's new Board of Statutory Auditors
also includes female members.
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Authorization to buy and sell treasury shares approved The
shareholders, meeting in ordinary session, also renewed the
authorization granted to the Board of Directors to buy and sell
treasury shares as follows: Motivation: (i) to undertake trading
and hedging transactions and (ii) to invest liquidity to allow for
the use of treasury shares in transactions related to current
operations and business projects in accordance with the strategic
guidelines pursued by the Company, in relation to which
opportunities arise to exchange, swap, contribute or otherwise
dispose of said shares; Maximum number of treasury shares subject
to authorization: treasury shares may be purchased on one or more
occasions for up to the maximum permitted by law. Duration of the
authorization; the authorization to purchase treasury shares will
be effective for eighteen months as from the date of the
shareholder's resolution; there is no time limit on the
authorization to dispose of the shares. Ways in which the shares
may be purchased and pricing: the purchases must be done in
accordance with Art. 132 of Legislative Decree 58/1998, Art.
144-bis of the Regulations for Issuers, and any other applicable
regulation, as well as the market practices recognized by Consob
and must be done in accordance with Art. 5, par. 1 of the European
Commission's Regulation n. 2273/2003 of 22 December 2003. Amount of
treasury shares held by IGD: as of today's date IGD possesses
10,976,592 treasury shares or 3.549% of the share capital. The
capital increase excluding pre-emption rights reserved for 2011
dividend recipients (the "Dividend Reinvestment Option") approved
The shareholders, meeting in extraordinary session, approved the
proposal to increase share capital for cash, pursuant to Art. 2441,
fourth paragraph, second sentence, of the Italian Civil Code,
excluding pre-emption rights, by up to 10% of the Company's
pre-existing share capital. The capital increase is reserved
exclusively for 2011 dividend recipients. The Dividend Reinvestment
Option calls for: an increase in the share capital of up to a
maximum of 80% of the 2011 dividend and, therefore, equal to
19,089.451, through the issue of ordinary shares without any stated
nominal value with dividend rights; the capital increase may be
subscribed exclusively by 2011 dividend recipients who may reinvest
up to 80% of their gross dividend; the subscription price of the
new shares will be set by the Board of Directors closer to the
offer launch date based on the criteria established by the
shareholders and will be equal to the average stock price recorded
during the eight trading sessions prior to the launch date adjusted
by (i) subtracting the amount of the 2011 cash dividend and (ii)
applying a discount of a maximum of 10% and will not, at any rate,
be less than 0.62 (arithmetic average of the stock's official
closing price recorded in the three month period prior to 8 March
2012 adjusted by subtracting the 2011 dividend payment and applying
a discount of 12%).
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The purpose of this transaction, which is in line with the best
practices adopted by a number of European REITs, is to give 2011
dividend recipients the possibility to reinvest in IGD and IGD to
recapitalize itself. The Company intends to launch the capital
increase, subject to approval by the relative authorities, when the
2011 dividend is paid and, at any rate, by 30 September 2012. IGD
appointed Mediobanca Banca di Credito Finanziario to act as
financial advisor for the transaction and Chiomenti Studio Legale
to act as legal advisor. Other resolutions The shareholders, in
ordinary session, also approved amendments of Articles 16 (Board of
Directors) and 26 (Board of Statutory Auditors) of the corporate
by-laws in order to comply with Law n. 120 of 12 July 2011 n. 120
relating to equal opportunities within the administrative and
control bodies of listed companies, as well as the amendment of
Art. 6 (Share Capital, Shares, Bonds) of the corporate by-laws
relating to (i) granting the Board of Directors, pursuant to Art.
2443 of the Italian Civil Code, the power to increase share
capital, excluding pre-emption rights, by up to 10% of the
pre-existing share capital, pursuant to Art. 2441, fourth
paragraph, second sentence, of the Italian Civil Code and to (ii)
eliminating the stated par value of the Company's ordinary shares.
IGD's new corporate by-laws will be filed at the Company's
registered office, with Borsa Italiana S.p.A., and published on the
Company's corporate website, www.gruppoigd.it, in the
Governance/Shareholders' meeting section, by the legal
deadlines.
After the Annual General Meeting was adjourned, a meeting was held
of IGD's new Board of Directors, appointed for the period 2012 -
2014, which confirmed Gilberto Coffari and Claudio Albertini as
Chairman of the Board of Directors and Chief Executive Officer,
respectively. Sergio Costalli was confirmed as Vice Chairman of the
Board of Directors. The Board confirmed the pre-existing powers,
recognizing the same powers granted to the Chairman Gilberto
Coffari and the Chief Executive Officer Claudio Albertini during
the prior mandate. The Board of Directors, pursuant to Legislative
Decree 58/98, Consob's Market Regulations and the Corporate
Governance, also confirmed that the independent directors Fabio
Carpanelli, Elisabetta Gualandri, Tamara Magalotti, Livia Salvini,
Andrea Parenti, Riccardo Sabadini, Giorgio Boldreghini and Massimo
Franzoni still qualified as such on the basis of the declarations
made by the parties involved. The Board of Directors also appointed
the Nominations Committee, the Compensation Committee, the Internal
Control Committee and the Chairman's Committee. More in detail, (i)
directors Andrea Parenti (also appointed Chairman), Fabio
Carpanelli and Tamara Magalotti were appointed members of the
Nominations and the Compensation Committees; (ii) directors
Elisabetta Gualandri (also appointed Chairman), Livia Salvini and
Massimo Franzoni were appointed members of the Internal Control
Committee; (iii) Gilberto Coffari (also appointed Chairman), Sergio
Costalli, Claudio Albertini and Roberto Zamboni were appointed
4
members of the Chairman's Committee; and Andrea Parenti, Giorgio
Boldreghini and Riccardo Sabadini were appointed members of the
Committee for Related Party Transactions. The Board of Directors
also appointed, in accordance with the Decree 231/2011
Organizational Model adopted by the Company, a new Supervisory
Board which will remain in office for the entire term of the
current Board of Directors. Directors Fabio Carpanelli (also
appointed Chairman), Livia Salvini and Aristide Canosani were
called upon to act as part of this board. Lastly, Riccardo Sabadini
was confirmed Lead Independent Director.
Grazia Margherita Piolanti, IGD S.p.A.'s Financial Reporting
Officer, declares pursuant to para. 2, article 154-bis of the of
Legislative Decree n. 58/1998 ("Testo Unico della Finanza" or TUF)
that the information reported in this press release corresponds to
the underlying records, ledgers and accounting entries. Please note
that in addition to the standard financial indicators provided for
as per the IFRS, alternative performance indicators are also
provided (for example, EBITDA) in order to allow for a better
evaluation of the operating performance. These indicators are
calculated in accordance with standard market procedures.
La presente comunicazione non costituisce un'offerta o un invito a
sottoscrivere o acquistare titoli. I titoli non sono stati e non
saranno registrati negli Stati Uniti ai sensi dell' United States
Securities Act of 1933 (come successivamente modificato) (the
"Securities Act"), o in Australia, Canada o Giappone nonché in
qualsiasi altro Paese in cui tale offerta o sollecitazione sia
soggetta all'autorizzazione da parte di autorità locali o comunque
vietata ai sensi di legge. I titoli ivi indicati non possono essere
offerti o venduti negli Stati Uniti o a U.S. persons salvo che
siano registrati ai sensi del Securities Act o in presenza di un
esenzione alla registrazione applicabile ai sensi del Securities
Act. Copie di questo annuncio non vengono preparate né possono
essere distribuite o inoltrate negli Stati Uniti, in Canada,
Australia o Giappone. This communication does not constitute an
offer or an invitation to subscribe for or purchase any securities.
The securities referred to herein have not been registered and will
not be registered in the United States under the U.S. Securities
Act of 1933, as amended (the "Securities Act"), or in Australia,
Canada or Japan or any other jurisdiction where such an offer or
solicitation would require the approval of local authorities or
otherwise be unlawful. The securities may not be offered or sold in
the United States or to U.S. persons unless such securities are
registered under the Securities Act, or an exemption from the
registration requirements of the Securities Act is available.
Copies of this announcement are not being made and may not be
distributed or sent into the United States, Canada, Australia or
Japan.
5
IGD - Immobiliare Grande Distribuzione SIIQ S.p.A.
Immobiliare Grande Distribuzione SIIQ S.p.A. is the main player in
Italy's retail real estate market: it develops and manages shopping
centers throughout the country and has a significant presence in
Romanian retail distribution. Listed on the Star Segment of the
Italian Stock Exchange, IGD was the first SIIQ (Società di
Investimento Immobiliare Quotata or real estate investment trust)
in Italy. IGD has a real estate portfolio valued at 1,924.65
million at 31 December 2011, comprised of, in Italy, 19
hypermarkets and supermarkets, 19 shopping malls and retail parks,
1 city center, 4 plots of land for development, 1 property held for
trading and an additional 7 real estate properties. Following the
acquisition of the company Winmark Magazine SA in 2008 15 shopping
centers and an office building, found in 13 different Romanian
cities, were added to the portfolio. An extensive domestic
presence, a solid financial structure, the ability to plan, monitor
and manage all phases of a center's life cycle: these qualities
summarize IGD's strong points. www.gruppoigd.it
INVESTOR RELATIONS CONTACTS CLAUDIA CONTARINI Investor Relations
+39 051 509213 claudia.contarini@gruppoigd.it ELISA ZANICHELI IR
Assistant +39 051 509242 elisa.zanicheli@gruppoigd.it MEDIA
RELATIONS CONTACTS IMAGE BUILDING Simona Raffaelli, Alfredo Mele,
Valentina Bergamelli +39 02 89011300 igd@imagebuilding.it
The press release is available on the website www.gruppoigd.it, in
the Investor Relations section, and on the website
www.imagebuilding.it, in the Press Room section.
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