Approval of financial information as at 31 december 2016 and notice of shareholders’ meeting
- The Orsero S.p.A. Pro-Forma Consolidated Data as at 31 December 2016 were approved in order to take into account the effects arising from the merger by incorporation of GF Group S.p.A. into Glenalta Food S.p.A.
- The GF Group S.p.A. Draft Annual Financial Statements and Consolidated Financial Statements as at 31 December 2016 were approved
- The Glenalta Food S.p.A. (now Orsero S.p.A.) Draft Annual Financial Statements as at 31 December 2016 were approved
- The integration of the appointment for the statutory audit of accounts was proposed
- Orsero S.p.A. Ordinary Shareholders’ Meeting was convened on 15-16 May 2017
Milan, 12 April 2017 – Today the Board of Directors of Orsero S.p.A. (“Orsero” or the “Company”) – a company registered to trade on AIM Italia (Italy’s Alternative Investment Market) and holding company of the Italian and international group of the same name (the “Group”), among the leaders in Mediterranean Europe in the import and distribution of fresh fruit and vegetables – approved, among other things, the GF Group S.p.A. Draft Annual Financial Statements and Consolidated Financial Statements as at 31 December 2016, which were prepared according to IFRS accounting standards for the first time, as well as the Draft Annual Financial Statements for Glenalta Food S.p.A. (now Orsero) as at 31 December 2016. These financial statements will be submitted to the respective audit firms for the purpose of issuing reports as required by law(1).
In addition, in order present to the public financial information that takes into account the effects arising from the merger by incorporation of GF Group S.p.A. into Glenalta Food S.p.A. (the “Merger”), which was effective as of 13 February of this year, Orsero has also prepared and today approved the Company’s Pro-Forma Consolidated Financial Data as at 31 December 2016 (the “Pro-Forma Consolidated Data”). The Company has resolved that these data be subject to voluntary audit.
A copy of the financial reports will be made available to the public on the corporate website www.orserogroup.it within legally required timelines, together with Explanatory Notes from the Board of Directors, and the Pro-Forma Consolidated Data.
ORSERO S.P.A. PRO-FORMA CONSOLIDATED DATA AS AT 31 DECEMBER 2016
They were prepared according to IFRS international accounting standards and subject to voluntary audit.
Please note that the Pro-Forma Consolidated Data for Orsero as at 31 December 2016 are substantially comparable with the GF Group S.p.A. Consolidated Data as at 31 December 2015 (restated according to IFRS/IAS accounting standards), with the exception of certain items of the statement of financial position. These items, as at 31 December 2016, take into account the effects of the Business Combination achieved through the Merger, the most significant among them being:
- the impact on Fixed Assets, Net Working Capital and Net Financial Position deriving from “preliminary transactions” related to the Merger (namely the spin-off of Mono Azul and Business Aviation);
- the positive impact on Total Equity and Net Financial Position of approximately Euro 49 million deriving from financial resources injected by Glenalta Food S.p.A.
|
Figures shown in € thousand |
31.12.2016
Pro-Forma Consolidated Orsero |
31.12.2015
Consolidated GF Group |
| Net Sales |
684,970 |
617,404 |
| Gross Profit |
72,653 |
64,005 |
| Adjusted EBITDA |
35,210 |
28,165 |
| Operating Result (EBIT) |
17,607 |
12,058 |
| Net Financial Expenses |
(1,406) |
(6,059) |
| Other result from investments |
(75) |
(177) |
| Share of Profit of JV and Associated |
4,987 |
1,524 |
| Net Profit Before Tax |
21,112 |
7,345 |
| Net Profit from continuing operations |
18,250 |
13,403 |
| Net Profit of “discontinued operations” |
– |
196 |
| Net Profit |
18,250 |
13,599 |
| Figures shown in € thousand |
31.12.2016 Pro-Forma |
31.12.2015 |
| Fixed Assets |
143,231 |
177,229 |
| Net Working Capital |
22,333 |
16,524 |
| Net Invested Capital |
165,564 |
193,753 |
| Net Equity |
116,497 |
46,816 |
| Net Financial Position |
49,067 |
146,937 |
| Summary Indicators |
31.12.2016 Pro-Forma |
31.12.2015 |
| Net Financial Position / Total Equity
Net Financial Position / Adjusted EBITDA |
0.42
1.39 |
3.14
5.22 |
The 2016 pro-forma consolidated results confirmed the trend of growth in revenues and profitability which began in 2015.
The Business Combination with Glenalta Food has given the Orsero Group the financial and capital strength to support growth in the coming years.
Pro-Forma Consolidated Net Revenues for 2016 reached Euro 685 million, with organic growth of 10.9% compared to 2015. This increase in Net Sales is attributable to the Distribution Sector in particular, thanks also to strong performances by the companies operating in Italy, France, Portugal and Mexico.
Adjusted EBITDA stood at Euro 35.2 million, equal to 5.2% of Net Sales, and shows a growth of 25.3% compared to 2015.
Net Profit was equal to Euro 18 million, a growth of 36.2% compared to 2015.
Total Equity moved from Euro 46.8 million to Euro 116.5 million, thanks to the contribution of Net Profit and the financial resources injected by Glenalta Food S.p.A.
The Net Financial Position decreased from Euro 146.9 million to Euro 49.1 million, mainly due to the effect of the Merger’s “preliminary transactions” and the financial resources injected by Glenalta Food S.p.A.
For further information on this subject, please refer to the Pro-Forma Consolidated Data which will be made available to the public on the corporate website www.orserogroup.it, under the section “Investors/Shareholders’ Meeting”.
GF GROUP CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2016
Prepared according to IFRS international accounting standards and subject to audit.
| Figures shown in € thousand |
31.12.2016 |
31.12.2015 |
Change |
| Net Sales |
684,970 |
617,404 |
67,566 |
| Gross Profit |
72,653 |
64,005 |
8,648 |
| Adjusted EBITDA |
35,488 |
28,165 |
7,323 |
| Operating Result (EBIT) |
16,731 |
12,058 |
4,673 |
| Net financial expenses |
2,144 |
(6,059) |
8,203 |
| Other result from investments |
(75) |
(177) |
102 |
| Share of Profit of JV and Associated |
4,987 |
1,524 |
3,464 |
| Net Profit Before Tax |
19,499 |
7,345 |
12,154 |
| Net Profit from continuing operations |
17,468 |
13,403 |
4,065 |
| Net Profit of “discontinued operations” |
844 |
196 |
648 |
| Net Profit |
18,312 |
13,599 |
4,713 |
| Figures shown in € thousand |
31.12.2016 |
31.12.2015 |
Change |
| Fixed Assets |
143,103 |
177,229 |
(34,127) |
| Net Working Capital |
23,061 |
16,524 |
6,537 |
| Net Invested Capital |
166,164 |
193,753 |
(27,589) |
| Total Shareholders’Equity |
68,714 |
46,816 |
21,898 |
| Net Financial Position |
97,450 |
146,937 |
(49,487) |
For further information on this subject, please refer to the GF Group S.p.A. financial reports as at 31 December 2016, which will be made available to the public on the corporate website www.orserogroup.it, under the section “Investors/Shareholders’ Meeting”.
GF Group Draft Annual Financial Statements as at 31 December 2016
Prepared according to IFRS international accounting standards and subject to audit.
| Figures shown in € thousand |
31.12.2016 |
31.12.2015 |
Change |
| Net Sales |
4,044 |
4,013 |
30 |
| Gross Profit |
4,044 |
4,013 |
30 |
| Adjusted EBITDA |
(5,638) |
(4,959) |
(679) |
| Operating Result (EBIT) |
(6,917) |
(6,458) |
(459) |
| Net financial expenses |
(1,170) |
(1,991) |
820 |
| Other result from investments |
9,298 |
4,263 |
5,035 |
| Share of Profit of JV and Associated |
1,950 |
(326) |
2,276 |
| Net Profit Before Tax |
3,160 |
(4,512) |
7,673 |
| Net Profit from continuing operations |
5,525 |
996 |
4,529 |
| Net Profit of “discontinued operations” |
(6,754) |
1,145 |
(7,899) |
| Net Profit |
(1,229) |
2,141 |
(3,370) |
| Figures shown in € thousand |
31.12.2016 |
31.12.2015 |
Change |
| Fixed Assets |
167,730 |
173,586 |
(5,856) |
| Net Working Capital |
3,946 |
3,223 |
723 |
| Net Invested Capital |
171,676 |
176,809 |
(5,133) |
| Total Shareholders’Equity |
93,132 |
94,461 |
(1,329) |
| Net Financial Position |
78,544 |
82,348 |
(3,805) |
For further information on this subject, please refer to the GF Group S.p.A. financial reports as at 31 December 2016, which will be made available to the public on the corporate website www.orserogroup.it under the section “Investors/Shareholders’ Meeting”.
GLENALTA FOOD S.P.A. (NOW ORSERO S.P.A.) DRAFT ANNUAL FINANCIAL STATEMENTS AS AT 31 DECEMBER 2016
Prepared according to the accounting standards of the OIC (Italian Accounting Organisation) and subject to audit.
| Figures shown in € thousand |
31.12.2016 |
| Net Sales |
– |
| Gross Profit |
– |
| Adjusted EBITDA |
(455) |
| Operating Result (EBIT) |
(2,387) |
| Net financial expenses |
(1,200) |
| Other result from investments |
– |
| Share of Profit of JV and Associated |
– |
| Net Profit Before Tax |
(1,187) |
| Net Profit from continuing operations |
(1,187) |
| Net Profit of “discontinued operations” |
– |
| Net Profit |
(1,187) |
| Figures shown in € thousand |
31.12.2016 |
| Fixed Assets |
777 |
| Net Working Capital |
(8,898) |
| Net Invested Capital |
(8,121) |
| Total Shareholders’Equity |
71,612 |
| Net Financial Position |
(79,733) |
For further information on this subject, please refer to the Glenalta Food S.p.A. financial reports as at 31 December 2016, which will be made available to the public on the corporate website www.orserogroup.it, under the section “Investors/Shareholders’ Meeting”.
INTEGRATION OF THE APPOINTMENT FOR THE STATUTORY AUDIT OF THE ACCOUNTS FOR 2017
It should be reminded that, due to the effects of the Merger, Orsero is the holding company of the Orsero Group and is obliged to prepare Consolidated Financial Statements. It therefore becomes necessary to move towards integrating the existing appointment for the statutory audit of the Company’s accounts (conferred by Glenalta Shareholders’ Meeting of 8 October 2015 for the 2015-2017 three-year period), in order to include the audit of the Orsero Consolidated Financial Statements for 2017, and a limited audit of the Company’s Consolidated Half-year Financial Statements, which the Company has decided will be subject to voluntary audit. This is also proposed in view of a possible future listing of said Company on the MTA (Italian Electronic Stock Market).
For more information on this subject, please refer to the Board of Auditors’ reasoned proposal to the Shareholders’ Meeting, regarding the integration of the appointment for the audit of the Company’s accounts in the above-mentioned terms. This will be made available to the public, pursuant to law, along with an Explanatory Report from the Board of Directors, through publication on the corporate website www.orserogroup.it, under the section “Investors/Shareholders’ Meeting”.
CONVENING OF ORSERO S.P.A. ORDINARY SHAREHOLDERS’ MEETING
The Board of Directors has resolved to convene the Ordinary Shareholders’ Meeting, as per the financial calendar, to be held on 15 May 2017, with a second call on 16 May 2017.
On this subject, please refer to the Notice of Meeting which will be published in accordance with the terms and timelines required by law and Articles of Association, and which will also be made available on the corporate website www.orserogroup.it, under the section “Investors/Shareholders’ Meeting”.
SUSPENSION OF THE EXERCISE OF ORSERO S.P.A. WARRANTS
Holders of “Orsero S.p.A. Warrants” are also advised that, by virtue of today resolution convening the Ordinary Shareholders’ Meeting, the exercise of “Orsero S.p.A. Warrants” will be held in abeyance from 13 April 2017 (inclusive) until the day on which the Shareholders’ Meeting is held (inclusive). This is to comply with the provisions of article 3, paragraph 7of the “Regulations for Orsero S.p.A. Warrants”.
** *** **
The Group’s results for 2016 will be presented to the financial community on 13 April 2017 at 11:00am at the Starhotels Rosa Grand located at Piazza Fontana 3, Milan. A copy of the presentation that will be shown to the financial community will be made available on the corporate website www.orserogroup.it, under the section “Investors/Financial Statements, Reports and Presentations”.
** *** **
ORSERO is the holding company of the Italian and international group of the same name, among the leaders in Mediterranean Europe in the import and distribution of fresh fruit and vegetables. Orsero operates mainly in the sectors of distribution, importation and production of fresh fruit and vegetables in Mediterranean Europe, importing and marketing each year more than 550,000 tons of fresh fruit and vegetable products throughout Southern Europe, with a consolidated turnover in excess of Euro 680 million. The group was founded over 50 years ago by the Orsero family, and was already active in the fruit and vegetable industry in the 40s, partnering with other entrepreneurs. Over the course of decades, the Orsero Group has expanded its activities both from a territorial point of view – to the current geographical presence in Italy, France, Spain, Portugal, Greece, Costa Rica and Colombia – and from a product and industry point of view, following the so-called vertical integration model. In fact, alongside the distribution of fresh fruit and vegetables, the Orsero Group business model also provides for operations relating to import of bananas and pineapples using company- owned boats, and fruit growing operations.
During 2012, the Orsero Group launched the “F.lli Orsero” brand for bananas and pineapples, which expresses the tradition and passion of a great Italian family-run company for extra-quality fruit and vegetables.
From 13 February 2017, ORSERO ordinary shares and Warrants were registered for trading on AIM Italia, Italy’s Alternative Investment Market, which is organised and managed by Borsa Italiana (the Italian Stock Exchange).
Ordinary shares: ISIN – IT0005138703, Bloomberg Ticker “ORS.IM”, Thomson Reuters Ticker “ORSO.MI”
Warrants: ISIN – IT0005138729, Bloomberg Ticker “WORS.IM”, Thomson Reuters Ticker “ORSO_t.MI”
—
(1) Data contained in the financial statements and reported in this release may be subject to alteration until said financial statements and related audit reports are presented for publication, in view of the General Shareholders’ Meeting, pursuant to law.
Download the document.
