Press Release in accordance with CONSOB Regulation No. 11971/1999 and subsequent modifications
2008 PRELIMINARY RESULTS: ESTIMATED GROWTH IN REVENUES AND EBITDA TO ABOUT EURO 170 MILLION TO EURO 28.5 MILLION
GUIDANCE 2009: GROWTH IN REVENUES TO APPROX. EURO 190 MILLION
NEW ORGANISATIONAL STRUCTURE APPROVED:
PAOLO BARBERIS, FOUNDER OF DADA, CHAIRMAN
BARBARA POGGIALI, CHIEF EXECUTIVE OFFICER AND GENERAL MANAGER
LORENZO LEPRI, DEPUTY GENERAL MANAGER AND CHIEF CORPORATE OFFICER
CLAUDIO CORBETTA, MANAGING DIRECTOR DADAPRO
CONVOCATION OF SHAREHOLDERS' MEETING OF THE COMPANY, ALSO TO APPROVE STOCK OPTION PLAN
Florence, December 3, 2008 --
The Board of Directors of Dada (MTA of Borsa Italiana: DA.MI), chaired
by Paolo Barberis, today reviewed and approved the following matters on
the agenda.
Organisational structure and corporate officers
Within the framework of the Group's international and domestic
expansion, a new organisational structure concerning corporate officers
was approved, effective as of January 7, 2009. The principal corporate
officers are:
Paolo Barberis, Chairman of Dada S.p.A., who will continue to hold a
strategic role within the Group without any change in his activities,
however formally delegating all operational powers;
Barbara Poggiali, currently a Director of Dada, was appointed Chief
Executive Officer and from January 7, 2009 will also assume the
position of General Manager. Reporting directly to Barbara Poggiali
will be:
? the Corporate Department of the Dada Group, headed by Lorenzo Lepri,
currently Chief Development Officer of Dada S.p.A., who has resigned
the original powers, will remain a member of the Board of Directors and
will also assume the role of Deputy General Manager and Chief Corporate
Officer,
? the Business Unit Dada.net (www.dada.net, community &
entertainment music services) which is also headed by Barbara Poggiali,
? the Business Unit DadaPro (www.dadapro.com, professional services and
advertising on the Internet), which will be headed by Claudio Corbetta.
It is also announced that as of today's date:
- The Executive Director of Dada S.p.A., Angelo Falchetti, resigned as
Chief Operating Officer and as a member of the Board, effective as of
the present meeting, and from all other Board positions of the
companies of the Dada group, effective as of December 15, following an
agreement reached with the Company and approved by the Board of
Directors (Angelo Falchetti currently holds 350,341 shares equal to
2.20% of the share capital);
- The resignations from positions held in Dada S.p.A. of the Executive
Director Marco Argenti are effective, as announced to the Market on
November 12, 2008.
The Board expresses great appreciation for the work undertaken over the
years by Mr. Angelo Falchetti and Mr. Marco Argenti and wishes them a
successful professional future.
Following these resignations the Board did not consider it necessary to
co-opt new directors, but to refer any decision to the Shareholders'
Meeting.
Stock Option Plan
The Board of Directors also approved, on the proposal of the
Remuneration Committee, the stock option incentive plan for the period
2009-2011 (the "2009-2011 Top Manager Plan" or the "Plan"), for
directors holding particular positions of the Company and/or of the
subsidiary companies (pursuant to article 2359 of the civil code) of
this latter (the "Subsidiary Companies"), as well as general managers
and/or executives and/or Division managers of Dada and/or or its
Subsidiary Companies, whether employees or professional consultants.
The aim of the Plan is to provide incentives and ensure the retention
of the relative beneficiaries, rendering them jointly responsible while
at the same time participating in the growth of the Dada Group.
The Board of Directors have therefore called a Shareholders' Meeting -
in both ordinary and extraordinary session - for the approval, pursuant
to article 114-bis of Legislative Decree No. 58 of February 24, 1998,
of the 2009-2011 Top Manager Plan and to delegate powers to the Board
of Directors, pursuant to article 2443 of the civil code, to be
exercised within 5 years from the date of the shareholders' meeting
resolution, for a paid-in share capital increase with the exclusion of
the rights option- including in several tranches - to service the
2009-2011 Top Manager Plan, for a maximum nominal amount of Euro
85,000.00, through the issue of a maximum of 500,000 ordinary shares of
Dada of a nominal value of Euro 0.17 each.
In accordance with article 84-bis, paragraph 3, of Consob Regulation
No. 11971 (as amended) of May 14, 1999, it is also noted that:
- among the beneficiaries of the Plan, which will be decided by the
Board of Directors of Dada after the shareholders' meeting resolutions
on the proposal of the Remuneration Committee of the Company, persons
belonging to the category established by article 152.6, paragraph I,
letter c, (c-2, c-3), of CONSOB Regulation No. 11971 of May 14, 1999
may be included;
- the Plan provides for the granting of options for the subscription of
up to a maximum of 500,000 new ordinary shares of Dada. The
determination of the number of options to be granted to each
beneficiary of the Plan will be made by the Board of Directors on the
exercise of the powers for the share capital increase proposed to the
Shareholders' Meeting and will be based on the strategic importance of
the office held and of the organisational position held within the
Group;
- the issue price of the Shares, arising from the subscription of the
option rights, will be the average official price of the ordinary
shares of Dada S.p.A. in the period between the grant date of the
Options and the same day in the previous month and provided that in
this period, for the purposes of the calculation, the above-mentioned
issue price may not be lower than that determined, pursuant to article
2441, paragraph 6, of the civil code, based on the net equity value of
the Company from the latest annual accounts approved before the
granting of the subscription rights, also taking into consideration the
share price in the last half-year period. The above-mentioned
determination of the exercise price of the Options is applicable to all
the Options granted. However, the Options may be granted on different
dates. Therefore, the actual exercise price may differ depending on the
grant date;
- the exercise of the options granted in the Plan will be subject to
the achievement of minimum EBITDA levels of the Dada Group in the
three-year period 2009-2011, in accordance with that established by the
Board of Directors in the Plan. The exercise of the options vested may
take place during predetermined exercise periods, subsequent to the
approval, by the Shareholders' Meeting of the Company, of the annual
accounts for the year ended December 31, 2011, and in any case not
beyond November 11, 2015.
Further information concerning the Plan, the beneficiaries and the
number of options granted will be published in accordance with the
terms and provisions prescribed by law.
Convocation of the Shareholders' Meeting of the Company
Pursuant to the matters outlined above, the Board of Directors also
mandated the Chairman of Dada to call the Shareholders' Meeting of the
Company in ordinary and extraordinary session in January 2009.
The agenda of the next Shareholders' Meeting, in addition to that
already outlined relating to the plan, will include the resolutions
concerning the resignation of the two directors Angelo Falchetti and
Marco Argenti, and the appointment of a statutory auditor following the
resignation of Massimo Cremona and co-optation of Claudio Pastori
during the year, according to the law.
2008 Preliminary results
Preliminary results for the year 2008 report estimated consolidated
revenues* of approx. Euro 170 million, in line with the guidance
announced to the market on August 1 and growth on 2007 (revenues of
Euro 158.5 million). Group EBITDA** in 2008 is estimated at approx.
Euro 28.5 million, growth on the previous year (Euro 23.4 million).
2009 Guidance
The Board of Directors also reviewed the expectations for the year 2009
of the Company, which in the absence of further deterioration of the
general economic and market outlook, forecasts consolidated revenues of
approx. Euro 190 million, growth on the estimated revenues for the
current year. These forecasts were made amid considerable levels of
uncertainty and limited visibility and therefore may be reviewed where
further changes in the general economic and sector conditions occur.
* From October 1, 2007, the participation in the Joint-Venture Dada
Entertainment LLC is consolidated under the equity method.
** EBITDA: before write-downs and extraordinary items. The 2007 data
was restated in accordance with the new IAS accounting principle
(relating to user acquisition costs). The Consolidated EBITDA in the
accounts approved for the year 2007 was Euro 22.2 million.
