- 2012 financial statements approved
- Dividend of EUR 0.18 per share approved
- First section of the Report on Remuneration, prepared pursuant to art. 123-ter, paragraph 3, of Legislative Decree 58/1998 the (Consolidated Financial ACT), approved
- Purchase and disposal of own shares authorised and previous authorisation revoked
- Luigi Calabria appointed as a new member of the Board of Directors to replace Alessandro Pansa
- Luigi Calabria appointed as the new Chairman of the Board of Directors to replace Alessandro Pansa
- Amendement to the BY-Laws
The Ordinary Shareholders’ Meeting of Ansaldo STS SpA (STS.MI), which took place in Genoa today under the chairmanship of Alessandro Pansa, approved the Company’s financial statements for financial year 2012, together with the proposal made by the Board of Directors to pay a dividend of EUR 0.18 per share.
KEY FIGURES 2012
In 2012, new orders were EUR 1,492.3 million, down 31% compared with the previous year (EUR 2,163.7 million), which was characterized by the exceptional order relating to the Honolulu metro, acquired at the end of 2011.
The order backlog at 31 December 2012 was EUR 5,683.3 million, up 4.2% on the figure of EUR 5,452.8 million in the previous year.
In 2012, the Ansaldo STS Group recorded a value of production of EUR 1,247.8 million, an increase of 3% on the EUR 1,211.9 million in 2011. Full-year EBIT was EUR 117.1 million, up 0.9% compared with the previous year (EUR 116.1 million), representing a return on sales (ROS) of 9.4%.
Ansaldo STS reported consolidated net profit of EUR 75.7 million in 2012, compared with EUR 73.1 million in 2011, representing an increase of 3.6%. At 31 December 2012, the Group had a net financial position (positive) of EUR (302.0) million, up 4.2% on the EUR (289.7) million registered at the end of 2011.
Finally, for parent company Ansaldo STS SpA, net profit for 2012 was EUR 50.7 million (7.7% of revenues), compared with EUR 53.3 million (7.4% of revenues) in 2011.
ALLOCATION OF PROFIT FOR THE YEAR
The Shareholders’ Meeting approved the proposal made by the Board of Directors regarding the allocation of profit for the year. The Board proposed the payment of a dividend of EUR 0.18, gross of withholding tax, for each of the 159,999,248 shares outstanding with dividend rights, i.e. excluding 752 own shares held by the Company. The total dividend to be paid out is therefore EUR 28,799,864.64, representing 36% of the share capital and approximately 57% of 2012 net profit for Ansaldo STS SpA and approximately 38% of 2012 consolidated net profit.
The dividend will be paid from 23 May 2012 with an ex-date (coupon no. 9) of 20 May 2013. Pursuant to art. 83 terdecies of Legislative Decree 58 of 24 February 1998, the dividend payment is authorised by reference to the financial intermediary's accounts - pursuant to art. 83 quater, paragraph 3, of the same Legislative Decree 58/98 - at the end of the accounting day on 22 May 2013 (the “record date”).
The remaining portion of profit, equal to EUR 21,938,133.05 million, has been carried forward. No provision was made to the legal reserve, given that this reserve already totals EUR 16,000,000.00, or 20% of the share capital, the maximum allowed by art. 2430 of the Italian Civil Code.
The dividend per share of EUR 0.18 is higher in absolute terms than the EUR 0.175 per share of the previous year (value adjusted for the effect of the third tranche of the capital increase on 9 July 2012, which increased the number of shares from 140 to 160 million).
REPORT ON REMUNERATION PURSUANT TO ART. 123-TER, PARAGRAPH 6, OF LEGISLATIVE DECREE 58/98
The Ordinary Shareholders' Meeting resolved in favour of the first section of the Report on Remuneration, pursuant to art. 123-ter, paragraph 3, of Legislative Decree 58/98, which sets out the Company’s policy on remuneration of the members of the Board of Directors and of the managers with strategic responsibilities, and the procedures used to adopt and implement such policy.
PURCHASE AND DISPOSAL OF OWN SHARES SUBJECT TO REVOCATION OF THE PREVIOUS AUTHORISATION
The Ordinary Shareholders’ Meeting revoked the resolution authorising the purchase and disposal of own shares approved by the Ordinary Shareholders’ Meeting of 7 May 2012, insofar as it was not used, and again authorised the Board to purchase and dispose shares, pursuant to the legislation in force and the accepted market practices recognised by Consob, for the following purposes:
- to serve stock-based incentive plans approved by the Company;
- as part of transactions relating to ordinary operations and industrial projects in line with the Company’s strategic guidelines, which may also include swaps, exchanges, transfers or other disposals relating to industrial projects or extraordinary financing operations;
- to support market liquidity. The authorisation to buy own shares is requested for a period of 18 months starting on the date of approval by the shareholders’ meeting.
The authorisation to dispose of own shares is requested for an unlimited period. In line with last year resolution, purchases of own shares may be carried out via one or more transactions up to the maximum amount permitted by law, i.e. up to 20% of the company’s share capital.
The share purchase operations must be carried out in accordance with art. 132 of Legislative Decree 58/1998, art. 144-bis of the Issuer Regulation and any other applicable law, and in line with accepted market practice recognised by Consob, and shares must be purchased under the price conditions specified in art. 5, paragraph 1, of European Commission Regulation (EC) 2273/2003 of 22 December 2003.
The disposal of own shares, and in particular the sale of own shares, shall not be carried out at a price 10% lower than the recorded price on Italian Stock Exchange Market organised and managed by Borsa Italiana SpA, in the trading session prior to each transaction. The shares servicing the stock-based incentive plans approved by the Company shall be granted according to the procedures and terms set out in the plans’ regulations. In the event that the shares are used in swaps, exchanges, transfers or any other act of disposal not in cash, the economic terms of the transaction shall be determined according to the nature and the characteristics of the transaction, also taking into account the performance of the Ansaldo STS shares on the market. If the shares are used to carry out activities to support market liquidity, the sales shall be carried out in accordance with the criteria set out in the Consob resolution on accepted market practices.
The company currently holds 752 ordinary own shares, equivalent to 0.00047% of the share capital.
APPOINTEMENT OF A MEMBER OF THE BOARD OF DIRECTORS AND APPOINTMENT OF THE NEW CHAIRMAN
The Ordinary Shareholders’ Meeting appointed Luigi Calabria as new Director of Ansaldo STS’ Board of Directors, replacing Alessandro Pansa.
The appointment was required following the resignations by Alessandro Pansa as Chairman and member of the Board of Directors of the Company tendered on 5 March 2013, with effect from the end of today’s Shareholders' Meeting. These resignations were given in consideration of the new office of Chief Executive Officer of Finmeccanica SpA held by Alessandro Pansa with effect from February 13rd, 2013– which was added to the position of General Manager held within the same parent company – and of the resulting greater commitment required.
Luigi Calabria will remain in office until the mandate of the current Board of Directors expires, i.e. at the Shareholders' Meeting called to approve the financial statements for the year ending on 31 December 2013.
Luigi Calabria’s CV is available on the Company website at www.ansaldo-sts.com
As of today, neither Mr. Pansa nor Mr. Luigi Calabria hold shares in Ansaldo STS.
The Ordinary Shareholders’ Meeting also appointed Luigi Calabria as the new Chairman of the Board of Directors of Ansaldo STS S.p.A., replacing Alessandro Pansa.
AMENDMENT TO THE BY- LAWS
Finally, the Extraordinary Shareholders’ Meeting approved certain amendments to the By- Laws for the purpose of: (i) updating the Company’s By-Laws to comply with the provisions of Legislative Decree 91/2012 concerning the procedures for convening shareholders' meetings of listed companies; and (ii) ensuring, pursuant to Law 120/2011, gender balance in the composition of the Board of Directors and the Board of Statutory Auditors.
The Shareholders’ Meeting also resolved upon certain minor amendments to the By-Laws relating to the appointment of directors via slate voting procedure in order to align the By Laws with the applicable laws and Consob’s recommendations.
A summary report on the voting will be published on the Company website at www.ansaldo-sts.com, in accordance with art. 125-quater of the TUF, within the prescribed period of five days after the Shareholders' Meeting.
The Company warmly thanks Alessandro Pansa for the dedication, skill and authoritativeness that he has shown in performing his duties during his year in office.
Christian Andi, the Director responsible for drawing up the company’s accounting statements, hereby declares, pursuant to art. 154-bis, paragraph 2, of the TUF, that the information contained in this press release accurately represents the figures in the Group’s accounting records.