AI assistant
Neodecortech AGM Information 2019
4087_iss_2019-11-08_3d658a1d-7833-45a9-a0e6-11d832ef4600.pdf
AGM Information
Open in viewerOpens in your device viewer
PRESS RELEASE
Neodecortech S.p.A.:
- Path continues towards the listing of shares and warrants on the MTA, possibly STAR Segment. Ordinary and Extraordinary Shareholders' Meeting convened to adopt the following resolutions on the listing plan:
- Renewal of company bodies;
- Appointment of the Independent Auditors;
- Adoption of new bylaws.
- Proposal to the Shareholders' Meeting to revoke the powers pursuant to articles 2443 and 2420-ter of the Italian Civil Code granted on 14 September 2018 and granting of new powers.
- Proposal to the Shareholders' Meeting to extend the duration of the "Warrant Neodecortech 2018-2020".
- Turnover at 31/10/2019 +4.1%, NFP improves by € 8.9 million.
Filago, 8 November 2019
Neodecortech S.p.A. (the "Company"), Italian market leader in the production of decorative papers for laminated panels and flooring for interior design, listed since 26 September 2017 on AIM Italia, a multilateral trading system organized and managed by Borsa Italiana S.p.A. ("AIM Italia"), hereby informs that the Board of Directors met today and announces the following.
The Company continues its path towards the listing of its shares and warrants on the MTA, possibly STAR Segment ("MTA" and the "Listing"), organized and managed by Borsa Italiana S.p.A.. In this context, given the forthcoming expiry of the mandate and in order to allow the Company, in view of the proposed listing, to fit itself with a stable governance aligned with the best practices of the companies admitted to listing on the STAR Segment, all the Directors have tendered their resignation today subject to the Shareholders' Meeting to be convened to appoint the new company bodies.
The Company, thanking the Directors for their work, hereby announces that at today's meeting Director Cristina Valentini, as the representative of the majority shareholder Finanziaria Valentini S.p.A., announced that "in light of the remarkable results achieved in recent years, the list to be submitted by Finanziaria Valentini S.p.A. for the appointment of the new Board of Directors will certainly include Mr. Cologni and Mr. Giorgilli in a position to ensure their appointment".
Again as part of the Listing process, the Board of Directors resolved to submit to the Shareholders' Meeting (i) the adoption of a new version of the Bylaws in accordance with the provisions of Legislative Decree no. 58 of 1998 and (ii) the proposal to revoke the appointment currently in place with the Independent Auditors BDO Italia S.p.A. and to appoint the new Independent Auditors for nine financial years pursuant to Legislative Decree 39/2010. The effectiveness of both resolutions will be subject to the start of trading on the MTA.
The Board of Directors also resolved to submit to the Shareholders' Meeting the proposal to
Neodecortech S.p.A. Via Provinciale, 2 24040 Filago, Bergamo tel +39 035996111 fax +39 035995225 Capitale Sociale euro 16.203.000,00 iv C.F. e R.I. 00725270151 P.IVA IT 02833670165 R.E.A. 193331
www.neodecortech.it [email protected]
revoke the powers pursuant to articles 2443 and 2420-ter of the Italian Civil Code granted on 14 September 2018, which would expire upon submission of the application for admission to listing on the MTA and the granting of new powers pursuant to Article 2443 of the Italian Civil Code to increase the share capital, also excluding pre-emptive rights up to a maximum of € 10 million equal to the amount covered by the powers already granted. Granting of the new powers pursuant to Article 2443 of the Italian Civil Code is intended to provide the Board of Directors with a flexible tool for achieving its strategic targets and for strengthening capital, also in view of the planned Listing.
Lastly, the Board of Directors resolved to submit to the approval of the Meeting of the holders of warrants and to the Shareholders' Meeting of the Company the extension of the duration of the "Warrant Neodecortech 2018-2020", extending it until 27 December 2021, as well as a number of minor amendments to the regulations of the warrant in order to provide for their listing on the MTA. In this regard, it should be noted that the Shareholders' Meeting of the Company will also be called upon to amend the terms of the capital increase to service the exercise of warrants by providing for the extension of the subscription term.
By virtue of the above, today's meeting of the Board of Directors authorized the Chairman to convene the Ordinary and Extraordinary Shareholders' Meeting of the Company and the Meeting of the holders of warrants for 9 December 2019 in order to pass the above resolutions.
Lastly, the Company announces the review today by the Board of Directors of the results at 31 October 2019 and announces that at such date the Neodecortech Group recorded consolidated revenue of approximately € 116.1 million, up by € 4.5 million versus € 111.6 million at 31 October 2018, or by 4.1%. The increase in turnover is impressive if one compares the result with the Group figure in first half 2019, which had increased by 2.2%, and if one takes account of the continued bearish trend of the European market.
The net financial position stands at € 43.5 million, respectively improving by approximately € 8.9 million versus the figure at 31 October 2018 (€ 52.4 million), and by € 4.8 million versus the figure at 30 June 2019 (€ 48.3 million).
The Company recalls that, as previously disclosed to the market, on 9 December 2019 the Board of Directors will meet to approve the figures at 31 October 2019, which will be subject to a full audit by the Independent Auditors, also with a view to their inclusion - possibly by reference - in the prospectus that the Company will be required to prepare as part of the Listing process. Such figures will be promptly disclosed to the market.
The documents relating to the Shareholders' Meetings will be made publicly available at the Company's registered office and on the Company's website www.neodecortech.com - Investors section, Corporate Governance, Documents and Shareholders' Meetings, Shareholders' Meetings, within the time limits envisaged by current legislation.
Neodecortech S.p.A.
Neodecortech is the Italian market leader in the production of decorative papers for laminated panels and flooring for interior design. The Group's business is in the production of complete and technologically advanced solutions for the realization of interior design projects, covering all stages of the production process for the production of decorative paper, from raw material management, through surface finishing and impregnation, up to the finished product and the management of end-of-line logistics. The Group offers 6 product categories: decorative papers;
Neodecortech S.p.A. Via Provinciale, 2 24040 Filago, Bergamo tel +39 035996111 fax +39 035995225 Capitale Sociale euro 16.203.000,00 iv C.F. e R.I. 00725270151 P.IVA IT 02833670165 R.E.A. 193331
www.neodecortech.it [email protected]
decorative printings; finish foil; melamine film; PPF; laminates (www.neodecortech.it).
ISIN Code ordinary shares: IT0005275778 ISIN Code Warrant: IT0005346785
For further information:
| Nominated Adviser (Nomad) | Investor Relator |
|---|---|
| BPER Banca S.p.A. | Neodecortech S.p.A. |
| [email protected] | T +39 035 99 63 02 |
| 051-2756537 | F +39 035 99 52 25 |
| www. bper.it | Marco Giussani |
| C +39 340 2391966 | |
| [email protected] | |
| www.neodecortech.it |
* * *
This press release is for informational purposes only and does not constitute an offer to the public or an invitation to subscribe or purchase financial instruments in Italy or any other country where such offer or solicitation would be subject to restrictions or authorization by local authorities or otherwise prohibited by law. This press release may not be published, distributed or transmitted to the United States, Canada, Australia or Japan. The shares mentioned in this press release cannot be offered or sold in either Italy or the United States or any other jurisdiction without registration under the applicable provisions or an exemption from the obligation to register under the applicable provisions. The shares mentioned in this press release have not been and will not be registered under the US Securities Act of 1933 nor under the applicable provisions in Italy, Australia, Canada, Japan or any other jurisdiction.
There will be no offer to the public of the Company's shares either in Italy or in the United States, Australia, Canada or Japan or elsewhere.
C.F. e R.I. 00725270151 P.IVA IT 02833670165 R.E.A. 193331