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Davide Campari-Milano N.V.
Share Issue/Capital Change • Aug 4, 2023
7328_iss_2023-08-04_1dfe4b6d-fb2b-4d9b-ad26-0e03a4eaee35.pdf
Share Issue/Capital Change
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Change in share capital and voting rights of Davide Campari-Milano N.V.
Conversion of certain Special Voting Shares A into Special Voting Shares B, allowing five years loyal shareholders to increase voting rights from 2 to 5 votes
Controlling shareholder Lagfin S.C.A., Société en Commandite par Actions increases its voting rights from 68.6% to 84.0%, confirming its long-term and unrelenting commitment to the Group's future growth
Milan, 4 th August 2023 - Davide Campari-Milano N.V. (the 'Company' or 'Campari') hereby communicates that as of today is concluded the conversion of no. 594,021,404 Special Voting Shares A held by the controlling shareholder Lagfin S.C.A., Société en Commandite par Actions ('Lagfin') and other shareholders into an equal number of Special Voting Shares B (the 'Loyal Conversion'), in accordance with the special voting mechanism approved by the Shareholders' meeting on 27th March 2020 (the 'Special Voting Mechanism').
The Special Voting Mechanism was introduced aimed at encouraging a capital structure more supportive of Campari's long-term growth strategy, i.e. organic growth combined with external growth, and rewarding a shareholder base with a long-term investment horizon. In particular, the Special Voting Mechanism allows shareholders registered in the loyalty register, who have accrued an uninterrupted holding period of 5 years, to cast 5 votes for each Campari ordinary share held. Each Special Voting Share B has 4 voting rights which, together with the single voting right of the Campari ordinary share with which it is associated, allows the loyal shareholders to express 5 voting rights.
Accordingly, Lagfin's Special Voting Shares A, granted after a holding period of at least 2 years (i.e., granted in continuity with the increased voting mechanism which applied before the re-domiciliation), have been converted into an equal number of Special Voting Shares B as 3 further years of uninterrupted holding have elapsed.
Since the IPO in 2001, Campari Group has grown more than 5 times in both net sales and EBITDA-adj. thanks to a combination of organic and external growth; it has completed over 40 acquisitions for an overall investment of c.€4 billion. It achieved an organic net sales CAGR growth of c.7% in the past 10 years, accelerating to c.12% in the past 3 years. The company's market capitalisation grew more than 15 times since IPO from €0.9 billion to c.€14 billion to date1 . The Total Shareholder Return (with dividend reinvested) achieved a CAGR of c.15% since IPO, best in class in the spirits industry.
With the conversion of Special Voting Shares A into Special Voting Shares B, Lagfin confirms its long-term and unrelenting commitment to the Group's growth strategy. As a result of the conversion, the percentage of the controlling shareholder's voting rights has increased to 84.0% (from 68.6%).
Updated to today's date, the following tables are shown below:
- the evolution of the Company's share capital (see TABLE NO. 1); and
- the representation of the shareholding structure (see TABLE NO. 2).
For further details on Loyal Conversion, please refer to Article 13.10 of the Company's Articles of Association and Article 6 of the Terms and Conditions for the Company's Special Voting Shares available on the Company's website in the governance section.
1 Closing price of 3 rd August 2023
TABLE NO. 1
| Updated situation | Previous situation | |||||
|---|---|---|---|---|---|---|
| Euro | No. shares making up the share capital |
No. voting rights |
Euro | No. shares making up the share capital |
No. voting rights |
|
| Ordinary shares (full dividend rights: 1.1.2023) Valid coupons: 4 Par value €0.01 |
11,616,000.00 | 1,161,600,000 | 1,161,600,000 | 11,616,000.00 | 1,161,600,000 | 1,161,600,000 |
| Special Voting Shares A (*) Par value €0.01 |
716,969.38 | 71,696,938 | 71,696,938 | 6,657,183.42 | 665,718,342 | 665,718,342 |
| Special Voting Shares B (*) Par value €0.04 |
23,760,856.16 | 594,021,404 | 2,376,085,616 | - | - | - |
| Total | 36,093,825.54 | 1,827,318,342 | 3,609,382,554 | 18,273,183.42 | 1,827,318,342 | 1,827,318,342 |
(*) Unlisted and non-transferable shares pursuant to the provisions set forth in the Company's 'Terms and Conditions for Special Voting Shares'.
TABLE NO. 2
| Updated situation | |||||||
|---|---|---|---|---|---|---|---|
| Ordinary Shares | % Ordinary Shares |
Special Voting Shares A |
Special Voting Shares B |
No. voting rights | % voting rights | ||
| Lagfin | 629,691,712 | 54.2% | 31,700,000 | 592,416,000 | 3,031,055,712 | 84.0% | |
| Other shareholders |
501,500,046 | 43.2% | 3,674,587 | 1,605,404 | 511,596,249 | 14.2% | |
| Treasury Shares |
30,408,242 | 2.6% | 36,322,351 | - | 66,730,593 | 1.8% | |
| Total | 1,161,600,000 | 100.0% | 71,696,938 | 594,021,404 | 3,609,382,554 | 100.0% |
| Ordinary Shares | % Ordinary Shares |
Special Voting Shares A |
Special Voting Shares B |
No. voting rights | % voting rights | |
|---|---|---|---|---|---|---|
| Lagfin | 629,691,712 | 54.2% | 624,116,000 | - | 1,253,807,712 | 68.6% |
| Other shareholders |
501,500,046 | 43.2% | 5,279,991 | - | 506,780,037 | 27.7% |
| Treasury Shares |
30,408,242 | 2.6% | 36,322,351 | - | 66,730,593 | 3.7% |
| Total | 1,161,600,000 | 100.0% | 665,718,342 | - | 1,827,318,342 | 100.0% |
Previous situation
FOR FURTHER INFORMATION
Investor Relations
Jing He Tel. +39 02 6225832 Email: [email protected] Thomas Fahey Tel. +44 (0)20 31009618 Email: [email protected]
Chiara Garavini Tel. +39 02 6225330 Email: [email protected]
Corporate Communications
Enrico Bocedi Tel. +39 02 6225680 Email: [email protected]
https://www.camparigroup.com/it/page/investors
http://www.camparigroup.com/it http://www.youtube.com/camparigroup https://twitter.com/GruppoCampari https://www.linkedin.com/company/campari-group
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CAMPARI GROUP PROFILE
Campari Group is a major player in the global spirits industry, with a portfolio of over 50 premium and super premium brands, spreading across Global, Regional and Local priorities. Global Priorities, the Group's key focus, include Aperol, Campari, SKYY, Grand Marnier, Wild Turkey and Appleton Estate. The Group was founded in 1860 and today is the sixth-largest player worldwide in the premium spirits industry. It has a global distribution reach, trading in over 190 nations around the world with leading positions in Europe and the Americas. Campari Group's growth strategy aims to combine organic growth through strong brand building and external growth via selective acquisitions of brands and businesses.
Headquartered in Milan, Italy, Campari Group operates in 23 production sites worldwide and has its own distribution network in 25 countries. Campari Group employs approximately 4,500 people. The shares of the parent company Davide Campari-Milano N.V. (Reuters CPRI.MI - Bloomberg CPR IM) have been listed on the Italian Stock Exchange since 2001. For more information: http://www.camparigroup.com/en. Please enjoy our brands responsibly.