Annual General Meeting of 15th April 2021
During IGD SIIQ S.p.A.’s Annual General Meeting, that met today in ordinary session, shareholders:
- Approved the draft separate financial statements as at 31 December 2020. The consolidated financial statements as at 31 December 2020 were also presented: the Group recorded a net loss of €74.3 million
- Approved the first section of the “Report on Remuneration and Compensation Paid”
- Resolved in favor of the second section of the “Report on Remuneration and Compensation Paid”
- Appointed the Board of Directors, setting the number of directors at 11
- Appointed the Board of Statutory Auditors
Bologna, 15 April 2021. Today the Ordinary Annual General Meeting of IGD – Immobiliare Grande Distribuzione SIIQ S.p.A. (“IGD” or the “Company”), a major player in Italy’s retail property market and listed on the STAR segment of the Italian Stock Exchange, met in first call, in a meeting chaired by Elio Gasperoni.
The draft separate financial statements approved and the consolidated financial statements as at 31 December 2020 were presented
During the Ordinary Annual General Meeting IGD’s shareholders approved the 2020 financial statements of IGD SIIQ S.p.A., as presented during the Board of Directors meeting held on 25 February 2021, which close with a net profit of roughly €66,437 thousand. Revenue and operating income amounted to €121,651 million, €6.9 million or 5.3% lower than in the prior year as a result mainly of the discounts granted to tenants during the lockdown, the drop in variable revenue and the rent of temporary spaces, as well as delayed or cancelled openings attributable to the impact of the pandemic. Operating costs, including general expenses, were higher than in the prior year, rising as a percentage of revenue from 20.8% to 26.8% due mainly to the drop in revenue mentioned above and the notes of credit issued for discounts on rents already invoiced as part of the post-lockdown support provided to retailers.
EBIT was negative for €32 million, a decrease of €76 million against the prior year, due to the writedowns of the real estate portfolio which amounted to €111.5 million (versus €56.2 million at 31 December 2019). Financial charges amounted to €34.4 million at 31 December 2020, €247 thousand lower than in the prior year. The net financial position was around €2.6 million lower than in 2019.
Gruppo IGD reported total consolidated revenue of €152.7 million at 31 December 2020, 5.8% lower than in 2019 (Total revenues amounted to €162 million at 31 December 2019). Rental income fell 6.2% to €145.6 million in 2020. The direct costs for the rental business amounted to €36.1 million, an increase of 93.3% compared to the prior year. General expenses for the core business, including payroll costs at headquarters, came to €11.2 million, down (-8.8%) against the €12.3 million posted at 31 December 2019. In 2020 core business EBITDA fell 20.6% against the prior year to €99.4 million, while total EBITDA fell by 20.8% to €98.7 million. The core business EBITDA MARGIN was 65.4%, 121 bps lower than in the prior year. EBIT was negative for €52.3 million, €102.6 million lower than in the prior year. Financial charges went from €36.8 million at 31 December 2019 to €36.2 million at 31 December 2020. The pre-tax loss amounted to €88.6 million at 31 December 2020, versus a profit of €13.6 million in 2019.
As a result of the above, the Group recorded a net loss of €74.3 million, compared to a net profit of €12.6 million at 31 December 2019.
Core business Funds From Operations (FFO) reached €55.4 million at 31 December 2020, a decrease of €27.5 million or 33.2% compared to the prior year.
The net financial position at 31 December 2020 was about €7.2 million lower than in the prior year. The financial indicators like the gearing ratio (1.03) and the Loan to Value (49.9%) were slightly higher than in the prior year.
The fair value of Gruppo IGD’s real estate portfolio, based on the appraisals of CBRE Valuation S.p.A., Duff & Phelps REAG S.p.A., Cushman & Wakefield and Jones Lang LaSalle S.p.A, came to €2,265.69 million, lower than the €2,381.40 million recorded at 31 December 2019.
During the Annual General Meeting, shareholders also resolved to cover the net loss of €66,437,039.64 recorded al 31 December 2020, as shown below and to cover and reclassify reserves as follows:
- to cover the net loss of €66,437,039.64 recorded at 31 December 2020 using the share premium reserve , for €30,031,594.47, and distributable reserves, for €36,405,445.17;
- to reclassify the Fair Value reserve by €31,737,981.96, following partial changes to the distributable income pursuant to Art. 6 of Legislative Decree n. 38 of 28 February 2005, increasing the reserve for distributable earnings by the same amount. Consequently, the fair value reserve, relative to the fair value of the real estate portfolio, will go from €283,158,850.19 to €251,420,868.23;
- to cover the capital increase reserve, negative for €10,304,558.06, with the bond issue reserve;
- to cover the treasury share reserve, negative for €233,087.16, with the bond issue reserve;
- to cover the IFRS 9 FTA reserve, negative for €4,353,719.51, with the bond issue reserve, for €4,327,109.19, and the share premium reserve, for €26,610.32.
Report on Remuneration and Compensation Paid in accordance with art. 123-ter, paragraphs 3-ter and 6, of Legislative Decree 58/98
During the Ordinary Annual General Meeting shareholders approved the first section of the “Report on Remuneration and the Compensation Paid” in accordance with Art. 123-ter, paragraphs 3-bis and 3-ter, of TUF. The first section describes the Company’s policy with respect to the compensation of the members of the Board of Directors, the Board of Statutory Auditors and executives with strategic responsibilities for 2021, as well as the procedures used to adopt and implement this policy.
During the Ordinary Annual General Meeting shareholders also resolved in favor of the second section of the “Report on Remuneration and the Compensation Paid” in accordance with Art. 123-ter, paragraph 6, of TUF. The second section contains information about the compensation paid to the members of the Board of Directors, the Board of Statutory Auditors and executives with strategic responsibilities (shown as an aggregate) in 2020 or related to same. This section, pursuant to paragraph 6 of Art. 123-ter TUF, introduced in Legislative Decree n. 49/2019, is subject to the non-binding resolution of the ordinary Shareholders’ Meeting.
Appointment of the Board of Directors
During the Ordinary Annual General Meeting shareholders also appointed the Board of Directors that will remain in office for the next three years, through the Annual General Meeting called to approve the 2023 Annual Report, setting the number of directors at 11.
The following directors were appointed to the Board of Directors:
- Rossella Saoncella, Stefano Dall’Ara, Claudio Albertini, Edy Gambetti, Antonio Rizzi, Silvia Benzi and Rossella Schiavini from the list n. 1 submitted by the majority shareholder Coop Alleanza 3.0 soc.coop (which owns 40.92% of the share capital) for which 43.37% of the shares represented at the AGM voted;
- Alessia Savino from the list n. 2 submitted by the shareholder Socio Unicoop Tirreno s.c (which owns 7.87% of the share capital); for which 7.87% of the shares represented at the AGM voted;
- Timothy Guy Michele Santini, Rosa Cipriotti and Géry Robert-Ambroix from the list n. 3 presented by the shareholder Europa Plus SCA SIF – RES Opportunity (which owns 4.50001% of the share capital), for which 18.10% of the shares represented at the AGM voted.
The directors Rossella Saoncella, Antonio Rizzi, Silvia Benzi, Rossella Schiavini, Timothy Guy Michele Santini, Rosa Cipriotti and Géry Robert-Ambroix declared they qualify as independent as per the applicable provisions of TUF, CONSOB Market Regulations and the Corporate Governance Code.
The curricula vitae of the new directors are available on the Company’s corporate website: www.gruppoigd.it.
Director Claudio Albertini has 20,355 ordinary shares of IGD.
Appointment of the Board of Statutory Auditors
The shareholders also appointed the Board of Statutory Auditors which will remain in office for the next three years, through the Annual General Meeting called to approve the 2023 Annual Report.
The following were appointed Standing Auditors:
- Massimo Scarafuggi and Daniela Preite from the list n. 1 submitted by the majority shareholder Coop Alleanza 3.0 soc.coop (which owns 40.92% of the share capital) for which 51.24% of the shares represented at the AGM voted;
- Gian Marco Committeri from the list n. 3 presented by the shareholder Europa Plus SCA SIF – RES Opportunity (which owns 4.50001% of the share capital), for which 17.94% of the shares represented at the AGM voted;
The following were appointed Alternate Auditors:
- Daniela Del Frate and Aldo Marco Maggi from the list n. 1 submitted by the majority shareholder Coop Alleanza 3.0 soc.coop and
- Ines Gandini from the list n. 3 presented by the shareholder Europa Plus SCA SIF – RES Opportunity.
Gian Marco Committeri, from listed n. 3 presented by Europa Plus SCA SIF – RES Opportunity, was appointed Chairman of the Board of Statutory Auditor.
The curricula vitae of the new Statutory Auditors are available on the Company’s corporate website: www.gruppoigd.it.
***
