Italmobiliare - the Shareholders' Meeting approved the 2021 financial statements and distribution of the dividend

Milan, April 21, 2022 – The Shareholders' Meeting of Italmobiliare S.p.A. met today - in the presence of 79.52% of the share capital with the sole participation of the Designated Representative in accordance with the provisions of art. 106.4 of Decree Law 18 of March 17, 2020, converted into Law 27 of April 24, 2020 and subsequently extended by art. 3.1 of Decree Law 228 of December 30, 2021, converted into Law 15 of February 25, 2022. The Shareholders' Meeting approved the 2021 financial statements, which show a separate profit of 53.1 million (31.5 million in 2020), with a positive net financial position for the Parent Company of Euro 337.5 million (387.2 million in 2020). The Shareholders' Meeting also approved the distribution of an ordinary dividend of 0.70 euro per share and an extraordinary dividend of 0.70 euro per share. The proposed dividend will be distributed using the entire profit of Euro 53,146,430 and retained earnings for an amount of Euro 6,049,672. The dividend and the extraordinary dividend will be paid in one tranche on May 11, 2022, going ex-coupon on May 9, 2022 and with a record date of May 10, 2022).

The Shareholders' Meeting also approved the Remuneration Policy for 2022 and expressed itself in favour of the compensation paid to Directors, Statutory Auditors and Key Management Personnel in 2021.

The shareholders also renewed the authorisation to buy and sell treasury shares for the next 18 months for the usual purposes governed by the law, namely: to set up a portfolio of securities that could be used in place of financial resources, to carry out extraordinary corporate finance transactions or to implement compensation plans based on financial instruments that could be approved in the future; to carry out activities to stabilise and support the liquidity of the Italmobiliare stock, favouring regular trading, including securities lending to support third-party liquidity providers, market makers and specialists. The proposed authorisation concerns a maximum of 1,000,000 shares (representing 2.353% of the shares that currently make up the share capital) for a maximum outlay of 32,000,000 euro. The Company currently has 217,070 treasury shares in its portfolio, equal to 0.511% of the share capital. The Company will be able to buy treasury shares in one or more tranches. Purchases will be made on the market in compliance with art. 144-bis, paragraph 1, letters b), and d-ter) of the Issuers Regulation, so as to allow compliance with the principle of equal treatment of shareholders, as required by article 132 of the CLF, and therefore (i) on regulated markets, according to the operating procedures established in the organisation and management regulations of Borsa Italiana, which do not allow direct matching of purchase proposals with predetermined sale proposals, or (ii) with the methods established by market practices allowed by CONSOB pursuant to article 13 of (EU) regulation no. 596/2014 from time to time in force, and in any case in accordance with the further provisions of the law and regulations applicable to this type of transaction. Purchases will be made - in compliance with the conditions established in article 3 of the (EU) Delegated Regulation 2016/1052 of the Commission dated March 8, 2016 and other applicable rules - at a unit price not exceeding the highest price between the price of the last independent transaction and the price of the current highest independent purchase offer on the Euronext STAR Milan, it being understood that this consideration may not in any case be lower in the minimum and higher in the maximum by 15% (fifteen percent) with respect to the reference price that the Italmobiliare share recorded in the stock market session of the day preceding each transaction. The Company will be able to carry out disposals, also fractionally and without time limitations, of the Italmobiliare shares to be purchased or already purchased on the basis of previous shareholders' authorisations, according to the purposes and methods indicated above, providing the unit selling price (or in any case the unit value established in the context of the sale) is not lower than the average carrying price of the shares bought on the basis of the authorisation.

Furthermore, the Meeting voted to confirm Valentina Casella as Director. Valentina Casella, first non-elected candidate on the majority list presented by Compagnia Fiduciaria Nazionale at the previous Shareholders' Meeting on April 21, 2020, was co-opted onto the Board on July 29, 2021.
Valentina Casella declared to meet the independence requirements of the Consolidated Law on Finance and the Corporate Governance Code. Assessment of the independence requirements by the Board of Directors will take place at the next Board meeting.

Italmobiliare: publication of the answers to shareholders' questions for the next AGM on April 21, 2022

Milan, April 14, 2022 - In relation to the next Shareholders' Meeting called on April 21, 2022, for which participation is expected exclusively through Trevisan & Associati Law Firm, the Designated Representative, Italmobiliare would like to announce that the answers to the questions sent by shareholders by the April 8, 2022 deadline are available on the Company's website at: www.italmobiliare.it/it/governance/assemblea-degli-azionisti. On the same webpage it is also available the Letter to the Stakeholders.

Notice of publication of documents

Milan, March 30, 2022 - The 2021 annual financial report, including the draft of the statutory financial statements and the consolidated financial statements with the due attestations, the reports of the Company’s independent registered public accounting firm and the board of statutory auditors, the annual report on corporate governance and ownership structure, the consolidated non-financial statement with the relevant attestation and the remuneration report prepared according to art. 123 ter of legislative decree 58/98, inclusive of the information required by article 84bis of the CONSOB Issuers Regulation, have been filed with the Company’s registered office and are available on the authorized eMarket storage platform (www.emarketstorage.com) and through the Governance/Shareholders’ Meeting section of the Company's website at
www.italmobiliare.it (https://www.italmobiliare.it/en/governance/shareholders-meeting).

This notice on filing of the abovementioned documents will also be published tomorrow on daily newspapers.

Notice of call and board of directors report to the ordinary shareholders’ meeting publicly available

Milan, March 18, 2022 – Italmobiliare S.p.A. announces that the notice of call of the ordinary shareholders’ meeting convened on April 21, 2022 is available to the public on the Company's website www.italmobiliare.it in the “Governance/Shareholders’ Meeting” section (https://www.italmobiliare.it/en/governance/shareholders-meeting) and on the “eMarket Storage” platform at www.emarketstorage.com and it will be published tomorrow as an excerpt on daily newspapers.

The Board of Directors Report on all items in the agenda is also available to the public at the Company’s registered office, on the Company's website www.italmobiliare.it in the “Governance/ Shareholders’ Meeting” section (https://www.italmobiliare.it/en/governance/shareholders-meeting), and on the “eMarket Storage” platform at www.emarketstorage.com.

The proxy forms to attend the meeting are also available in the same section of the Company's website.

2021 Financial Statements reviewed by the Board of Directors

RESULTS OF ITALMOBILIARE S.p.A.:

  • At December 31, 2021 the Net Asset Value of Italmobiliare S.p.A. amounted to 2,082 million euro (Euro 49.2 per share), an increase of 244 million euro compared with December 31, 2020 (1,838 million euro), after the payment of dividends for a total of 27.5 million euro. The increase in the NAV per share gross of distributed dividends is equal to 14.75% (13.2 net of dividends).

  • The increase in Italmobiliare's NAV is mainly due to the overall increase in the value of the Portfolio Companies (+170 million euro based on the same scope of consolidation and almost 27 million euro of dividends), to the good performance of the private equity fund portfolio (+53 million) and the increase in the value of other equity investments (+13.7 million). At the end of the year, the component represented by the Portfolio Companies was equal to 64.5% of NAV for a total value of 1,342.8 million euro (1,126.1 euro at the end of 2020).

  • All of the Sirap Gema Group's operating companies were sold in 2021, bringing Sirap Gema's net cash and cash equivalents to approximately 82 million euro. This liquidity deriving from the disposals adds to the resources to be allocated to Italmobiliare's future investments according to the holding company's strategic lines of diversification.

  • Of the other investments that make up the NAV, investments in listed companies (38.69 million in HeidelbergCement) more than halved following the partial disposal of the investment, while around 16.2% of NAV is represented by financial assets and cash (337.5 million).

  • Italmobiliare S.p.A. recorded a profit of 53.1 million in 2021 (31.5 million in 2020). The profit before tax was 74.9 million (26.1 million at the end of 2019).

  • Italmobiliare's Board of Directors will propose to the next Shareholders' Meeting the distribution of an ordinary dividend of 0.70 euro per share and, also in light of the disposal of all Sirap Gema Group’s operating activities, an extraordinary dividend of 0.70 euro per share. The proposed dividend will be distributed using the entire profit of Euro 53,146,430 and retained earnings for an amount of Euro 6,049,672.

 

Italmobiliare's Board of Directors has reviewed the 2021 financial statements and will propose to the next Shareholders' Meeting the distribution of an ordinary dividend of 0.70 euro per share and, also in light of the disposal of all Sirap Gema Group’s operating activities, an extraordinary dividend of 0.70 euro per share. The proposed dividend will be distributed using the entire profit of Euro 53,146,430 and retained earnings for an amount of Euro 6,049,672.
 Generally speaking, 2021 was a positive year for Italmobiliare's portfolio companies, confirming the resilience of the portfolio versus the health emergency that affected the last two years.
A particular contribution was made by the excellent results of Caffè Borbone, with revenue exceeding 250 million, and a particularly brilliant year by Tecnica Group, with revenue improving by 22% on the previous year and very positive also compared with the pre-pandemic 2019.
Italmobiliare S.p.A.'s NAV per share amounted to 49.24 euro, to which the payment of a dividend of 0.65 per share has to be added, up by 14.75% with respect to the same figure at December 31, 2020.
The performance of Italmobiliare's stock, listed in the Euronext STAR Milan segment of the Italian Stock Exchange, recorded an increase in price of 11% in 2021, to which the dividend has to be added.

During 2021, the purchase of the residual 20% of Officina Profumo-Farmaceutica di Santa Maria Novella S.p.A. was finalised (for 40 million euro) to allow us to operate with greater strategic flexibility in the company's development path and in the acceleration of international expansion. In March 2021 Italmobiliare participated as one of the fund's co-investors in the operation which saw the acquisition by the Clessidra's Capital Partners 3 fund of a majority stake in Botter S.p.A., with a view to supporting Clessidra's project to create an Italian leader in the wine sector that has good growth potential in new markets. In November 2021 Italmobiliare finalised an agreement for the acquisition of 19.99% of Bene Assicurazioni, an operation that will be completed following the release of the authorisation by IVASS, the Insurance Supervisory Authority. In December 2021 the sale of the assets of Sirap was completed with the closing of the sales of Sirap UK and Sirap France, while the first half of 2021 saw the sale of the assets in Italy, Poland and Spain to the Faerch Group, and of the Petruzalek Group and Sirap GmbH to Zeus Packaging. Overall, the sale of the Sirap Group took place at a NAV over 30 million euro higher than the NAV of Sirap at June 30, 2020.
Italmobiliare S.p.A. has closed its 2021 financial statements with a profit of 53.1 million euro (31.5 million in 2020). Compared with 2020, the profit before tax has gone from 26.1 million euro to 74.9 million euro.
Looking at the pro-forma aggregate, 2021 revenue amounted to 1.579 million euro, an overall improvement of 25% compared with 2020 and growth of more than 15% for all of the Portfolio Companies. Compared with 2019, aggregate revenue in 2021 improved by 19%.
Pro-forma gross operating profit came in at 277,4 million euro, a 20% improvement on the previous year. Again in this case, the comparison with 2019 shows an increase in total gross operating profit of 46%.
During the year, a significant stake in HeidelbergCement was sold, with a substantial decrease in this position to 37.2 million euro. At the start of the year there remains a significant net cash position (337.5 million euro), which is available to finance more development. 

“In a situation of uncertainty like the current one, our main focus is still attention to people and the sustainability of business models over time. The diversification of investments towards Italian companies of excellence - underlines the CEO Carlo Pesenti - turned out to be the right strategy, despite the fact that 2021 was still partially marked by an exceptional event such as the global health emergency. The ability to seize new opportunities, the constant monitoring of risks, the actions taken in support of the Portfolio Companies and the reactivity that they have shown have made it possible for all of the Italmobiliare companies to achieve positive results. I would therefore like to thank all the companies in the Group which share the common dismay for the war and the humanitarian emergency in Ukraine and decided to take part in the Pesenti Foundation's fundraising for UNHCR in the hope that peace can be found soon.”

“Such a complex scenario - comments the Chairman Laura Zanetti - highlights the value of the long-term industrial and entrepreneurial culture which is a distinctive element of Italmobiliare. Global references, as well as the expectations of all our stakeholders demonstrate the importance of choosing sustainability as an integrated lever of success. Such an ambitious purpose - to permanently increase results, to create shared value and to actively contribute to the most urgent social and environmental challenges - requires strong and sustainable governance. Alignment with the mission and the work of management with the support of the Board are crucial elements that impact even more in a context of persistent instability, now brought about also by dramatic variables where obviously a priority is the hope for a return to a scenario of peace.”

***

Milan, March 8, 2022 – The Italmobiliare S.p.A. Board of Directors today reviewed and approved the consolidated financial statements and the draft financial statements of the Company at December 31, 2021.

Corporate calendar 2022

Milan, December 9, 2021 - Italmobiliare S.p.A. announces its annual calendar of corporate events for 2022.

BOARD OF DIRECTORS’ MEETINGS

  • March 8, 2022 draft of statutory financial statements and consolidated financial statements 2021
  • May 12, 2022 quarterly financial disclosure at 31 March 2022
  • July 28, 2022 half year financial results at 30 June 2022
  • November 9, 2022 quarterly financial disclosure at 30 September 2022

SHAREHOLDERS’ MEETING

April 21, 2022 approval of the 2021 statutory financial statements (single call)

Italmobiliare completes its enhancement of Sirap Group's assets

The exit from the food packaging sector confirms the Group's ability to bring out the full industrial value of companies and effective strategy of portfolio rotation.

Milan, November 30, 2021 – Italmobiliare’s subsidiary Sirap Gema S.p.A. finalised its sale of Sirap France to Gruppo Happy today, thereby completing the exit plan from packaging activities in the food sector. The process, which started in January 2021 with the sale of assets in Italy, Poland and Spain, continued with the sale of Petruzalek (February 2021) and Sirap UK (November 2021).

The latest disposals in France and UK confirm the enhancement of the Sirap Group within Italmobiliare's NAV at June 30, 2021, which was equal to approximately 85 million euro.
The liquidity generated by these sales has been added to Italmobiliare's cash resources, ready to be allocated to future investments according to the holding company's diversification strategy.

Italmobiliare is an investment holding company that manages a diversified portfolio of investments with a Net Asset Value of more than 2 billion euro. Since 2017, it has consolidated its strategy of investing in companies with major innovative "Made in Italy" brands, supporting significant rates of growth with its know-how and models of development and governance.

Italmobiliare invests in Bene Assicurazioni, an innovative technology company in the Italian non-life insurance market

An investment that strengthens even more Italmobiliare's commitment to enhancing companies with a strong digital and technological footprint and considerable growth potential.

Milan, November 17, 2021 - Italmobiliare continues to diversify its investments in Italian companies of excellence, signing an agreement today to acquire an interest in Bene Assicurazioni of 19.99% of its share capital. One of the conditions for completion of the deal is approval by IVASS, the Insurance Supervisory Authority.

Italmobiliare's entry into the company's share capital will take place through an investment in a 40 million euro increase in capital which will give Italmobiliare 19.99% of Bene Assicurazioni upon completion of the deal.

The investment aims to support a growth story during its phase of entrepreneurial expansion that has seen the company –founded by Andrea Sabìa in 2016– exceed in just four years of operation the threshold of 100 million euro of gross premiums at year-end 2020. The figures published by Bene Assicurazioni for the first nine months show similar results in terms of growth, profit margins and portfolio quality to 2020, perfectly in line with the development plan of the insurance company.

“With this transaction, Italmobiliare has further expanded its portfolio of investments in diversified sectors, investing in medium-sized Italian companies showing high growth rates supported by competitive advantages in terms of technology and know-how”, explains Chief Executive Officer, Carlo Pesenti. “Bene Assicurazioni is one of the main newcomers to the Italian insurance market, led by a management team with a profound knowledge of the sector, along with the ability to anticipate future trends and to act as a protagonist of innovation in strategic corporate processes.”

“Italmobiliare is for us a long-term partner that can enhance the key competences of the company – says Andrea Sabìa, founder and CEO of Bene Assicurazioni – alongside our institutional investors that were with us since the beginning, supporting the business model of our tech company and strengthening our attention to our customers' need for safety, transparency and simplicity.”

Bene Assicurazioni is a non-life insurance company specializing in Retail and with a focus on the motor segment. It is characterised by the high level of automation and digitisation of all business processes and the flexibility of the application architecture, pursuing an omnichannel distribution model which combines expansion and enhancement of the network of agents present throughout Italy with online direct sales.

Italmobiliare is an investment holding company that manages a diversified portfolio of investments with a Net Asset Value of over 2 billion euro. Since 2017, it has consolidated its strategy of investing in companies with major innovative "Made in Italy" brands, supporting significant rates of growth with its know-how and models of development and governance.

Board of Directors reviewed quarterly financial results at September 30, 2021

  • During the first nine months of the year, the portfolio companies as a whole recorded a significant increase in EBITDA compared with the same period of 2020 (aggregate pro-forma figure +30.2%) and 2019. Looking just at the third quarter, the gross operating profit amounted to 72.2 million euro, substantially stable compared with 2020.
  • The portfolio of equity investments, built up in recent years to enhance the excellences of Made in Italy, confirms the positive trend, with all companies recording higher revenues compared with 2020 and 2019.
  • At September 30, 2021 the Net Asset Value was equal to 2,022.1 million euro, in line with June 30, 2021 (2,000.2 million euro) and 183.9 million euro higher than at December 31, 2020 (1,838.2 million euro).
  • The net financial position of Italmobiliare S.p.A. was positive for 354.4 million euro, 32.8 million euro lower than at December 31, 2020. The main flows include the investment as co-investor of the Clessidra Capital Partners 3 fund ("CCP3") in the acquisition of Casa Vinicola Botter Carlo & C. S.p.A.

Milan, November 9, 2021 - The Board of Directors of Italmobiliare S.p.A. today approved the quarterly financial results for the nine months ending on September 30, 2021.

During the first nine months of the year, also in light of a positive overall trend in the third quarter, the investment portfolio, which has been built up in recent years to enhance the excellences of Made in Italy, confirms the positive trend already reported in the first half of the year. Helped also by the management and governance know-how contributed by Italmobiliare to the various portfolio companies, the first nine months of the year recorded an overall improvement in profitability and revenue higher than in the same period of 2020 and in the pre-Covid period.

In particular, Caffè Borbone's performance was again very positive, with revenue in the third quarter up by 20% compared with 2020 and a further improvement in margins (+28%). Italgen also did very well in the energy sector (EBITDA +64% vs 2020), with output above average and energy prices constantly on the rise. Then there is Iseo with EBITDA for the first nine months already higher than for the whole of 2020 and 2019; Tecnica Group confirms its post-Covid recovery with higher numbers than in the same period of 2019 (EBITDA +34% compared with 2020); Autogas Nord has higher revenue (+20%) and EBITDA (+5.8%), while Officina Profumo-Farmaceutica di Santa Maria Novella continues to recover, with revenue up by 21.8% compared with the previous year and EBITDA of 6.9 million euro (+32.7% on 2020). Sirap (now just France and the UK) is substantially in line with the previous year in terms of revenue and EBITDA, net of the impact of contingent factors linked to the change in the scope of consolidation. As regards the companies that entered the portfolio at the end of 2020, Casa della Salute confirms its growth trajectory (revenue +59%, EBITDA more than 2.5 times 2020). Callmewine also did well (revenue +47%), though its EBITDA was affected by the investments made in personnel and marketing.
Overall - again on the basis of aggregate management figures for the 9 months - the portfolio companies showed a 30.2% increase in EBITDA to over 198 million euro.

At September 30, 2021 the Net Asset Value of Italmobiliare was equal to 2,022.1 million euro, stable compared with June 30, 2021 (2,000.2 million euro). The NAV per share of Italmobiliare S.p.A., excluding treasury shares, amounted to 47.8 euro, an increase of 9.8% compared with the figure at December 31, 2020.

At September 30, 2021 the net financial position of Italmobiliare S.p.A. was positive for 354.4 million euro, 32.8 million euro lower than at December 31, 2020, with 61% allocated to the Vontobel Fund with a conservative risk profile in line with the Company's investment policies. The main flows include the investment as co-investor of the Clessidra Capital Partners 3 (“CCP3”) fund in the acquisition of Casa Vinicola Botter Carlo & C. S.p.A., through a vehicle company called Bacco (-43.6 million euro) and the subsequent sales of shares (+31.7 million euro), the investment in private equity funds (-34.9 million euro) and other investments (-19.5 million euro), partially offset by the sale of HeidelbergCement AG shares (+36.8 million euro).

 

PRESENTATION TO ANALYSTS
The presentation for the financial community, updated with the results at September 30, 2021, will be made available on the Company's website in the Investor/Presentations section (https://www.italmobiliare.it/en/investor/presentations) by the end of November 9.

 

The Financial Reporting Officer of Italmobiliare S.p.A., Mauro Torri, certifies - pursuant to art. 154-bis, paragraph 2 of the Consolidated Law on Finance (Legislative Decree 58/1998) - that the accounting information contained in this press release agrees with the supporting documentation, books of account and accounting entries.

Italmobiliare now has 100% of Officina Profumo-Farmaceutica di Santa Maria Novella

The commitment to enhance the beauty and tradition of Made in Italy is strengthened, 800 years after the birth of a world-wide iconic brand.

Milan, October 11, 2021 - The purchase of the remaining 20% of the capital of Officina Profumo-Farmaceutica di Santa Maria Novella S.p.A. was finalised today. As a result of today's transaction, which involved an outlay of 40 million euro, Italmobiliare gained 100% control of the company. The acquisition allows Italmobiliare to operate with greater strategic flexibility in the company's development path so that it can speed up this iconic brand's international expansion based on the guidelines drawn up when the project was launched at the beginning of 2020.

Officina Profumo-Farmaceutica di Santa Maria Novella in Florence is one of the oldest pharmaceutical laboratories in the world. It was created by Dominican friars in 1221 and has been open to the public since 1612 for the preparation and sale of natural medical remedies and perfumes. The shop in Via della Scala 16 is one of Florence's top museums in terms of the number of visitors it has per year. It is also one of the most evocative places in the city, as the place that has been hosting the heart and soul of Officina Profumo-Farmaceutica di Santa Maria Novella for centuries, without a break.

Italmobiliare - an investment holding company that manages a diversified portfolio of investments with a Net Asset Value of approximately 2 billion euro – has been consolidating since 2017 its investment strategy in businesses that featured important Made in Italy brands, helping them to achieve significant growth rates through its know-how and its own development and governance models.

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