Raport bieżący nr 26/2010
Art. 56 ust. 1 pkt 2 Ustawy o ofercie - informacje bieżące i okresowe
THE BOARD OF DIRECTORS OF SOFIPA SGR S.p.A. APPROVES THE SOFIPA EQUITY FUND FINANCIAL STATEMENT AT 31 DECEMBER 2009.
- Net asset value of the Fund: € 40.1 million (€ 51.9 million at 31 December 2008).
- Unit Value: € 955.332 (€ 1,235.387 at 31 December 2008).
- Net profit/loss: net loss by € 11.8 million equal to € 280.055 pro-quota.
Rome, 29 January 2010: The Board of Directors of Sofipa SGR S.p.A., a Fund Management Company part of the UniCredit Banking Group today approved the "SOFIPA EQUITY FUND" financial statement at 31 December 2009.
At 31 December 2009 the net asset value of the Fund was € 40,123,959 compared to € 51,886,263 at 31 December 2008. The Unit Value of the n. 42,000 units was therefore equal to € 955.332 compared to € 1,235.387 at 31 December 2008. The decrease in value can be attributed to the capital loss of 5 equity investments, to the loss recorded for the divestment of a fund stake and to costs incurred in the management of the fund.
The net loss of the FY 2009 was € 11,762,304 (net loss of € 13,399,947 at 31 December 2008).
€ 11,730,331 of the above net loss can be attributed to the investments and trading activity as follows:
* € 11,839,792 related to the negative result by the investing activity and in particular (i) by the devaluation of the stakes named Kiian (€ 804,931), Riri SA, (€ 5,901,870 including the revaluation of the Euro/Swiss Franc Exchange rate of € 10,635), Coils Investimenti (€ 56,868), Lediberg (€ 4,647,662), Fintyre S.p.A. (€ 129,001) and (ii) by the loss on transfer of the stake Vending System Italia (€ 300,000);
* € 109,461 related to the net revenues from the liquidity management in the listed State bonds.
With regards to Profit/loss before taxes, the negative economic result of € 1,712,302, is composed of (i) the net management costs for an overall amount of € 1,715,998 (SGR’s management fees and depository bank fees, due diligence, consultancy fees etc) and of (ii) the interests received on liquid assets by € 3,696.
The net loss determined a tax saving of € 1,680,329.
Due to the ongoing difficult market economic/financial situation, the fund stake analysis has shown negative income results and a less than positive 2010 economic forecast for 4 investments (Kiian, Riri, Coils, Lediberg). Following this, the investments have been devaluated for the figures above, having some stakes (Lediberg and Kiian) already been devaluated at 31 December 2008. With reference to Fintyre, the investment has been devaluated for the above mentioned amount, in order to reflect the definitive reference values of the All Pneus transaction.
During the financial period 01/01 - 31/12/2009 the stake portfolio changed as indicated below:
- on 13 January 2009, following the merger by incorporation of the Riri Group SA into FLF Group SA carried-out on 12 January 2009, FLF Group SA was merged by incorporation into Riri SA, which acquired the same name. The takeover took effect on 1 October 2008;
- on 23 January 2009 the Fund finalized for € 1,250,000 a part of the increase in capital voted by Vending System Italia S.p.A. (VSI) on 30 December 2008. It should be noted that the Sofipa SGR’s Board of Directors, on 15 December 2008, deliberated the increase in capital of VSI, totally devaluated during the financial year 2008, up to € 2.5 million having arranged a new industrial plan that involves a new business partner and a pool of banks. After the above recapitalisation and following an offer received by the industrial partner, supported by the pool of banks, a contract for the sale of the stake was stipulated on 6 April 2009, for an overall amount of € 950,000. On 5 May 2009 the investment was definitely sold, by the cash in of the amount, to IVS Group, a leading operator working in the same market of VSI. The divestment produced a capital loss of € 300,000;
- on 30 January 2009, the Board of Directors of Sofipa SGR approved the merger between Fintyre Group and All Pneus Group, second operator in the market behind the Fintyre Group. This operation is part of a strategic project by Fintyre Group to create a tyre distributor covering the entire Italian market. This operation does not expect a financial input from the funds managed by Sofipa SGR. In fact on 29 April 2009 the Shareholder Meeting of the participation deliberated an increase in capital of € 17.6 mln totally underwritten by a new investor, preparatory for the acquisition of the All Pneus Group, therefore, the stake hold by SEF, fell from 3.46% to 2.35%;
- on 27 May 2009 Lediberg S.p.A. deliberated the issue of a Convertible loan (POC) for € 10,000,000 named Lediberg S.p.A. 2009/2015. This operation was necessary for improving company capital. SEF II underwrote on 6 July 2009, the first tranche and paid an amount of € 4,250,000. On 31 July 2009 the partner Lindo Castelli Holding underwrote the second tranche for € 750,000, following the waiver of the subscription rights by the other shareholders. Then, on 30 November 2009 SEF II underwrote the third final tranche of the POC and paid an amount of € 5,000,000, following the waiver of the subscription right by the other shareholders. Due to insufficient funds, SEF couldn’t underwrite any tranches of the POC. All the outstanding bonds have been pledged to the lenders;
- on 19 June 2009 SEF, in co-investment with SEF II, finalized a capital increase in the Swiss controlled company Riri SA ("Riri"). The Capital increase, equal to € 10.0 mln, is aimed at improving the patrimony of the Riri Group, producer of high quality metal and plastic zips for luxury bags and technical sportswear by the Riri, Cobra and Meras brands. At that date, due to insufficient funds, SEF underwrote an amount of € 1.0 mln (its maximum pro-quota is of € 1.9 mln) and sold to SEF II its remaining share of the capital increase (equal to € 0.9 mln). As price of the previous sale, SEF II gave SEF the possibility to buy, by 31 December 2009, the share of the capital increase not underwritten, for the value of the signing increased by the Euribor at 3 months plus 600 bp (call Option). At the above date SEF did not find the necessary resources and, therefore, the repurchase was not completed. Following the finalization of the transaction, underwritten pro-quota by all the minority shareholders of Riri (Candotti Family, founder of Cobra, by a share of 27.8%, Ruggeri Family, founder of Meras, by a share of 6.7% and Livio Cossutti, former majority shareholder of Riri, by a share of 8.3%) the Funds managed by Sofipa, hold always the 57.2% of Riri, changing, depending on what happened, the single percentages of ownership (SEF fell from 19.71% on 31.12.2008 to 12.0% on 31.12.2009 and SEF II rose from 37.53% on 31.12.2008 to 45.2 % on 31.12.2009);
- on 29 July 2009 SEF, in co-investment with SEF II (for € 4,178,600), repurchased, for € 71,400, a 37% minority stake in Roen Est through Coils Investimenti S.r.l. The agreed price for the 37% stake was equal to a maximum of € 8.3 mln. The remaining € 4,0 mln should be paid (subordinate to a minimum Sofipa return) following the divestment in the majority of Roen by Coils. On 21 December 2009 SEF, in co-investment with SEF II (for € 3,023,340), finalized a capital increase for € 51,660, in order to meet the commitment scheduled with the banks (equity commitment up to a maximum of € 4.000.000). The above commitment was signed by the fund Stake to recapitalize and to improve the financial structure of Roen Est as required by the banks.
As at 31 December 2009 the Fund holds 8 stakes for an overall amount of € 32,803,533 and corporate bonds (cPec) issued by Colony Sardegna Sarl for € 595,388.
SEF is committed for a further € 3,05 mln, for some investments already in the Fund portfolio (Colony Sardegna Sarl, Kiian S.p.A. and Coils Investimenti S.r.l.) which will be available for add-on investments, already approved, in some cases in order to the possibility of roll-over the covenants for commitments scheduled with the banks.
On 31 December 2009 the cash on hand amounted to € 3,179,717 compared to € 5,861,458 as at 31 December 2008. In order to respect the above commitments the Fund is going to finalize a ML term debt. The above cash on hand is managed by Pioneer Investment Management SGRpA, which will invest in short-term low risks marketable instruments.
Relevant facts after reference date
Sofipa SGR is waiting to receive by Parent Company information on the appointment of the new Chairman, following the death of Mr. Francesco Paolo Mattioli on 10 January 2010.
Expecting to finalize the second phase of the investment of Fintyre Group into All Pneus Group by February 2010, SEF Fund devaluated conservatively the Fintyre investment for € 129,001 in order to reflect the definitive reference values of the All Pneus transaction. The devaluation has been calculated on the outcome of the prospective sale of a number of Fintyre shares equal to 129,002 to the new investor or, alternatively, on the basis of the dilutive effect of the prospective capital increase in Fintyre to be underwritten by third parties.
Contacts : Sofipa SGR S.p.A.
Tel: +39 06 4203021 - e-mail: firstname.lastname@example.org
Please find attached full version of PR with tables:
Wioletta Reimer - Attorney of UniCredit