{"id":14420,"date":"2010-04-22T12:40:14","date_gmt":"2010-04-22T10:40:14","guid":{"rendered":"https:\/\/www.gruppoigd.it\/assemblea-degli-azionisti-di-igd\/"},"modified":"2018-10-08T11:40:59","modified_gmt":"2018-10-08T09:40:59","slug":"assemblea-degli-azionisti-di-igd","status":"publish","type":"post","link":"https:\/\/www.gruppoigd.it\/en\/assemblea-degli-azionisti-di-igd\/","title":{"rendered":"IGD SIIQ Shareholders&#8217; Meeting"},"content":{"rendered":"<p><strong>The Shareholders&#8217; Meeting of IGD SIIQ approved:<\/strong><\/p>\n<p><strong><span class=\"underline\">in ordinary session<\/span><\/strong><\/p>\n<ul>\n<li><strong>the financial statements at 31 December 2009 which show total consolidated revenues of \u20ac119.6 million (+17.95%), an Ebitda of \u20ac76.3 million (+29.47%), an Ebit of \u20ac57.2 million (56.44%), a pre-tax profit of \u20ac22.6 million (+110.94%);<\/strong><\/li>\n<li><strong>the payment of a dividend equal to \u20ac0.05 per share, an increase of 42.86% with respect to the \u20ac0.035 paid in the prior year, payable as of 27 May 2010 with shares going ex-div on 24 May 2010;<\/strong><\/li>\n<li><strong>the adjustment of the fees to be paid the external auditors Reconta Ernst &amp; Young S.p.A. for the period 2009-2012;<\/strong><\/li>\n<li><strong>the appointment of a director following termination of a director coopted pursuant to\u00a0 Art.2386 of the Italian Civil Code;<\/strong><\/li>\n<\/ul>\n<p><strong><span class=\"underline\">in extraordinary session<\/span><\/strong><\/p>\n<ul>\n<li><strong>the amendment to the terms and conditions of the\u00a0 \u201c\u20ac230,000,000, 2.50 per cent, convertible bond,\u00a0 due2012\u201d, also approved at the meeting of the bondholders; the adjustment to the maximum amount, number and issue of the shares resulting from the capital increase to service the bond loan as resolved by the company on 25 June 2007; amendment of Art. 6 of the bylaws;<\/strong><\/li>\n<\/ul>\n<ul>\n<li><strong>the granting of the powers to the Board of Directors, pursuant to Art. 2365 of the Italian Civil Code, to amend the bylaws in order to comply with current norms and regulations.<\/strong><\/li>\n<\/ul>\n<p class=\" text-justify\">Today the Shareholders\u2019 Meeting of IGD &#8211; Immobiliare Grande Distribuzione SIIQ S.p.A., a company active in the retail real estate sector and listed on the Star segment of the Italian Stock Exchange, met in first call and approved the financial statements at 31 December 2009, as submitted by the Board of Directors, in a session chaired by Gilberto Coffari.<\/p>\n<p><strong><span class=\"underline\">The 2009 financial statements approved<\/span><\/strong><\/p>\n<p class=\" text-justify\">The Shareholders\u2019 Meeting approved the 2009 financial statements of IGD SIIQ S.p.A., which closed with a net profit of \u20ac23.8 million, and resolved to distribute a dividend of \u20ac0.05 per share, an increase of 42.86% with respect to the \u20ac0.035 paid in the prior year, payable as of 27 May 2010 with shares going ex-div on 24 May 2010.<\/p>\n<p class=\" text-justify\">The IGD Group generated total revenues at 31 December 2009 of\u00a0 \u20ac119.6 million, an increase of 17.95% with respect to the \u20ac101.4 million recorded in 2008. This increase is primarily due to the new openings and acquisitions made in 2009 and at the end of 2008. The most significant growth came from the Group\u2019s core business, the rental business, where revenues rose 20.56% with respect to 2008. \u00a0The Facility Management business increased by 12.19% thanks to the mandates related to new openings while the remainder is largely attributable to Pilotage revenues.<\/p>\n<p class=\" text-justify\">The IGD Group\u2019s EBITDA at 31 December 2009 amounted to \u20ac76.3 million, an increase of 29.47% with respect to the \u20ac58.9 million reported in 2008. This increase is primarily attributable to the increase in revenues from the rental business, which grew more than proportionately with respect to direct costs. The Ebitda margin, calculated as a percentage of operating revenues,reached 67.71%, an increase of 6.53%with respect to the 63.56% reported in 2008.<\/p>\n<p>The IGD Group\u2019s EBIT at 31 December 2009 amounted to \u20ac57.2 million, an increase of 56.44% with respect to the \u20ac36.6 million recorded at 31 December \u00a02008.<\/p>\n<p class=\" text-justify\">The IGD Group\u2019spre-tax profitat 31 December 2009rose by110.94%from the \u20ac10.7 million reported at 31 December\u00a0 2008 to \u20ac22.6 million. The Group\u2019s tax burden, current and deferred, totalled \u20ac2.2 million at 31 December\u00a0 2009, reflecting a tax rate of 9.82% which is attributable to the positive effects of the SIIQ regime. Tax is not comparable to the same period of the prior year due to the reversal of deferred tax liabilities accrued against an increase in property values through 31 December 2007 and the substitute tax recognized.<\/p>\n<p class=\" text-justify\">The IGD Group\u2019s net profit at 31 December\u00a0 2009 amounted to \u20ac20.4 million versus \u20ac43.3 million in 2008. \u00a0Furthermore, 2008 benefited from the positive contribution of the deferred taxes, \u20ac34.8 million, reversed in 2008 following the Parent Company\u2019s treatment under the SIIQ regime and the reversal of deferred tax liabilities related to the Sarca center which was revalued pursuant to Decree 185\/08.<\/p>\n<p class=\" text-justify\">The IGD Group\u2019snet debtat 31 December\u00a0 2009 came in at \u20ac1,027 million, compared to \u20ac733.9 million at 31 December\u00a0 2008. This change is primarily due to the investments made by the Group in 2009, as well as to net working capital.<\/p>\n<p><strong><span class=\"underline\">Other resolutions<\/span><\/strong><\/p>\n<p class=\" text-justify\">The Shareholders\u2019 Meeting, in ordinary session, approved the increase of the fees \u00a0to be paid the external auditors Ernst &amp; Young S.p.A. for the period 2009-2012, the residual part of the assignments granted by the Shareholders\u2019 Meeting on 16 September 2004 and 23 April 2007,\u00a0 in the amount of \u20ac15,000 per annum.<\/p>\n<p class=\" text-justify\">The Shareholders\u2019 Meeting, in ordinary session, also approved the appointment of Corrado Pirazzini who was coopted on 9 July \u00a02009 and whose term as director expired on the date of today\u2019s Shareholders\u2019 Meeting.\u00a0 Mr. Pirazzini will remain in office through the approval of the financial statements at 31 December 2011.\u00a0 His curriculum vitae, which describes his personal characteristics and personal qualifications, can be found on the company\u2019s corporate website,\u00a0<a href=\"https:\/\/www.gruppoigd.it\/\">www.gruppoigd.it<\/a>.<\/p>\n<p class=\" text-justify\">The meeting of the bondholders approved the following amendments to the terms and conditions of the \u20ac230 million bond loan (\u201c\u20ac230,000,000 2.50% convertible bonds due 2012&#8243;) convertible in ordinary shares of IGD, issued by the company per resolution of 25 June 2007, as disclosed in a press release issued last March:<\/p>\n<p>More in detail, the amendments approved at the meeting of the bondholders, effective as of 28 June 2010, include:<\/p>\n<ul>\n<li>maturity: extended from 28 June 2012 until 28 December 2013<\/li>\n<li>coupon: interest rate raised from 2.50% (final annual payment on 28 June 2010) to 3.50% (act\/act), half-yearly, first payment on 28 December 2010)<\/li>\n<li>conversion price: reduced from \u20ac4.93 to \u20ac2.75 as from 28 June 2010<\/li>\n<li>consequent changesto the bond regulationsand the trust deed<\/li>\n<\/ul>\n<p class=\" text-justify\">Therefore, the Shareholders\u2019 Meeting of IGD &#8211; Immobiliare Grande Distribuzione SIIQ S.p.A., in extraordinary session approved, to the extent of its responsibility,\u00a0 the above mentioned amendments to the terms and conditions of the bond loan and also resolved to amend, effective\u00a0 28 June 2010, the resolution approving the capital increase to service the bond loan (\u201c\u20ac230,000,000 2.50% convertible bonds due 2012&#8243;) \u00a0approved on 25 June 2007 and, more specifically to: a) increase the nominal amount of the capital increase from \u00a0\u20ac46,653,144 to \u20ac83,636,364; b) increase the maximum number of shares to be issued from 46,653,144 to 83,636,364; and c) reduce the issue price from \u20ac 4.93 to \u20ac 2.75.<\/p>\n<p class=\" text-justify\">The external auditors Reconta Ernst &amp; Young issued an opinion regarding the fairness of the share issue price pursuant to Art. 158 &#8211; TUF. This opinion was made available to the public in accordance with the law and is also available on the company\u2019s corporate website www.gruppoigd.it.<\/p>\n<p class=\" text-justify\">Changing the terms and conditions of the bond loan will help the IGD Group keep its sources of funding suitably balanced and\u00a0 to align the expiration of the bond loan with that of the Group\u2019s\u00a0 2009\/2013 business plan limiting the Group\u2019s cost of debt.\u00a0 The impact of the transaction on the income statement, balance sheet and financial position is, therefore, in line with the group\u2019s business plan 2009\/2013.\u00a0 IGD has hired Mediobanca \u2013 Banca di Credito Finanziario S.p.A.and Chiomenti Studio Legale to act, respectively, \u00a0as the company\u2019s financial and legal advisors for the transaction.<\/p>\n<p class=\" text-justify\">The Shareholders\u2019 Meeting, in extraordinary session, also granted the Board of Directors the powers, pursuant to Art. 2365 of the Italian Civil Code, to amend the bylaws in order to comply with current norms and regulations<\/p>\n<p class=\" text-justify\">Please refer to the annual Report on Corporate Governance and Ownership Structure for more information about the company\u2019s shareholders and shares held by members of the company\u2019s Board of Directors and Board of Statutory Auditors. \u00a0Please note, furthermore, that the transaction will not cause any changes to be made to the Board of Directors\u2019 compensation.<\/p>\n","protected":false},"excerpt":{"rendered":"<p>Today the Shareholders\u2019 Meeting of IGD met in first call and approved the financial statements at 31 December 2009<\/p>\n","protected":false},"author":6,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[86],"tags":[87],"class_list":["post-14420","post","type-post","status-publish","format-standard","hentry","category-price-sensitive-en","tag-corporate-governance-en"],"acf":[],"_links":{"self":[{"href":"https:\/\/www.gruppoigd.it\/en\/wp-json\/wp\/v2\/posts\/14420","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.gruppoigd.it\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.gruppoigd.it\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.gruppoigd.it\/en\/wp-json\/wp\/v2\/users\/6"}],"replies":[{"embeddable":true,"href":"https:\/\/www.gruppoigd.it\/en\/wp-json\/wp\/v2\/comments?post=14420"}],"version-history":[{"count":2,"href":"https:\/\/www.gruppoigd.it\/en\/wp-json\/wp\/v2\/posts\/14420\/revisions"}],"predecessor-version":[{"id":14443,"href":"https:\/\/www.gruppoigd.it\/en\/wp-json\/wp\/v2\/posts\/14420\/revisions\/14443"}],"wp:attachment":[{"href":"https:\/\/www.gruppoigd.it\/en\/wp-json\/wp\/v2\/media?parent=14420"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.gruppoigd.it\/en\/wp-json\/wp\/v2\/categories?post=14420"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.gruppoigd.it\/en\/wp-json\/wp\/v2\/tags?post=14420"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}