Parent Company and Consolidated Financial Statements Highlights 2008Consolidated revenues in 2008 amounted to Euro 170.2 million, a growth of 7% on 2007.
EBITDA grew by 23% to Euro 28.9 million from Euro 23.4 million in 2007.
The Group
Ebit amounted to Euro 14.6 million (Euro 17 million in 2007). Amortisation and depreciation in the year amounted to Euro 8.3 million (Euro 5.4 million in 2007), with write-downs and non-recurring charges amounting to Euro 1.8 million (Euro 1.0 million in 2007) and non-monetary extraordinary costs of Euro 4.1 million relating to the write-downs of the goodwill.
The
Consolidated net profit amounted to Euro 7.6 million (Euro 13.7 million in 2007).
The
Net Debt at December 31, 2008 amounted to Euro 31.4 million compared to Euro 16.8 million at December 31, 2007 and Euro 32 million at September 30, 2008: the increase is principally due to Group investment activities relating to the purchase of 100% of the Amen Group, a further stake of 40% in E-Box and 10% of the Giglio Group totalling Euro 19.85 million.
The Parent Company Dada S.p.A. recorded revenues of Euro 50.0 million compared to Euro 106.4 million in 2007. EBITDA amounted to Euro 2.5 million (Euro 8.2 million in 2007) while the Ebit was a loss of Euro 1.0 million (profit of Euro 4.0 million in 2007). The net result was a loss of Euro 1.7 million, compared to a profit of Euro 1.0 million in 2007.
The short-term Net Financial Position is Euro 2.8 million from Euro 10.1 million at December 31, 2007.
The Shareholders' AGM resolved to carry forward the loss for the year of Euro 1,746,000.
Appointment of the Board of Directors
Due to the expiration of the term of office of the previous Board, the Shareholders' AGM, after fixing the number of Directors at 14, appointed the new Board of Directors of the Company which will remain in office for the years 2009-2011 until the approval of the financial statements for the year ending on 31 December 2011.
The new Board of Directors is comprised of:
Paolo BARBERIS
Salvatore AMATO
Alberto BIGLIARDI
Giorgio COGLIATI
Alessandro FOTI
Paolo Aurelio GATTI
Lorenzo LEPRI
Matteo NOVELLO
Barbara POGGIALI
Monica Alessandra POSSA
Vincenzo RUSSI
Riccardo STILLI
Giorgio Giannino VALERIO
Danilo VIVARELLI.
The Directors appointed were candidates on the majority slate presented by Rcs Mediagroup Sp.A. and Paolo Barberis, with the exception of the Director Alberto Bigliardi, appointed from the only minority slate presented by the shareholders Felice Carraro and Simona Cima.
The Shareholders' AGM confirmed Paolo Barberis as Chairman of the Board of Directors and set the emoluments for the Board.
The Directors Salvatore Amato, Alberto Bigliardi, Alessandro Foti, Vincenzo Russi and Danilo Vivarelli declared their independence in accordance with article 148, paragraph 3 of Legislative Decree No.58/1998 (Consolidated Finance Act) and with the Self-Governance Code of listed companies, also in regard to the regulations for companies listed on the STAR segment.
Appointment of the Board of Statutory Auditors
Due to the expiration of the three-year term of office of the previous Board of Statutory Auditors, a new Board was appointed for the period 2009-2011.
The Shareholders' AGM appointed the Chairman and members of the Board of Statutory Auditors as follows:
STATUTORY AUDITORS
Silvio BIANCHI MARTINI, Chairman of the Board of Statutory Auditors
Claudio PASTORI
Cesare PIOVENE PORTO GODI.
ALTERNATE AUDITORS
Michele GALEOTTI
Maria Stefania SALA.
The Statutory Auditors appointed were candidates on the majority slate presented by Rcs Mediagroup Sp.A. and Paolo Barberis, with the exception of the Chairman Silvio Bianchi Martini and the alternate auditor Michele Galeotti, appointed from the only minority slate presented by the shareholders Felice Carraro and Simona Cima.
The AGM also approved the relative remuneration.
Authorisation for purchase and sale of treasury shares
The Shareholders' AGM also proceeded with the renewal, revoking the existing resolution, of the authorisation of the Board of Directors to purchase up to a maximum number of ordinary shares representing one-tenth of the share capital and the placement of Company shares within 18 months from the authorisation date.
This authorisation provides the Company with an important tool of strategic and operational flexibility, putting treasury shares at its disposal and facilitating purchase/sale, share swap and conferment operations and also the acquisition of investments.
According to the Board's proposal, the purchase price of Company shares shall not be less than 20% and more than 10% of the official Stock Exchange price of the share on the day before each purchase, and the acquisitions will be executed under the laws and regulations of the Italian Stock Exchange managed by Borsa Italiana S.p.A., for which the regulator does not allow the direct transaction between the predetermined proposal to sell and the predetermined proposal to buy. The utilisation of the treasury shares must take place at a price, or at a valuation, not lower than 95% of the average reference price recorded in the previous ninety stock exchange trading days prior to the sales deed or, if prior, to the official commitment deeds, in accordance with current regulations and will be accounted in accordance with applicable norms and accounting standards. The Company at present does not hold any treasury shares in portfolio.
Declaration of the executive responsible for the preparation of the accounting documents
The executive responsible for the preparation of the corporate accounting documents of Dada S.p.A., Mr. Federico Bronzi, declares, in accordance with article 154 bis, paragraph 2, of the Consolidated Finance Act, that the accounting information contained in the present press release correspond to the underlying accounting documents, records and accounting entries.
The curriculum vitae of the directors and of the statutory auditors are available at the Company, at Borsa Italiana S.p.A. and on the company's website
www.dada.dada.net.
