Saipem: approval of the 2016 Consolidated and draft Statutory Financial Statements, confirming preliminary consolidated results. Convening of the General Shareholders’ Meeting. Reverse stock splitFinancialSan Donato Milanese
• Revenues: €9,976 million
• Adjusted EBIT: €582 million
• EBIT: -€1,499 million
• Adjusted net profit: €226 million
• Net result: -€2,087 million
San Donato Milanese, March 16, 2017 - The Board of Directors of Saipem S.p.A., chaired by Paolo Andrea Colombo, has approved the Saipem Group Consolidated Financial Statements as at December 31, 2016, which showed a net result of -€2,087 million (€-806 million in 2015). The Board also approved the draft Statutory Financial Statements of Saipem SpA which reported a net result of -€808 million (-€127 million in 2015). These results and associated industrial trends have already been illustrated in the press release detailing preliminary results issued on February 23, 2017. The Board of Directors confirmed that it shall not propose a distribution of dividends to the Annual Shareholders’ Meeting.
The Consolidated and draft Statutory Financial Statements of Saipem SpA have been made available to the Board of Statutory Auditors and to the Independent Auditors, together with the Directors’ Report. The Annual Report will be made available to the public in accordance with the law. The Board of Directors also approved Saipem’s Corporate Governance and Shareholding Structure Report, the Saipem Sustainability Report and the Remuneration Report. All of these documents will be published at the same time as the 2016 Annual Report.
The Board of Directors has convened the Annual General Shareholders’ Meeting for April 28, 2017 (single call). The Ordinary Shareholders’ Meeting has been called to approve the 2016 Statutory Financial Statements, to vote on the appointment of the Board of Statutory Auditors, on additional compensation for the Independent Auditors and, by way of consultation, on the section of the Compensation Report regarding the company’s remuneration policy.
Following a proposal from the Compensation and Nomination Committee, the Board of Directors resolved to submit to the Ordinary Shareholders’ Meeting a proposal to authorise the buy-back of treasury shares, up to a maximum of 84,000,000 ordinary shares (subject to the reverse stock split mentioned below), and, at any rate, not exceeding the maximum sum of €50,000,000. These shall be destined for the 2017 award of the 2016-2018 Long-Term Incentive Plan (“Plan”) already approved by the Shareholders’ Meeting held on April 29, 2016, which encompassed the free award of ordinary Saipem SpA shares (“Performance Shares”), beginning from July 2016 with three annual awards, each subject to a three-year vesting period. Authorisation for the buy-back of treasury shares is requested for a period of 18 months from the date of the resolution of the Shareholders’ Meeting.
The proposal provides that the buy-back may be achieved gradually as deemed appropriate through purchase on the market at a unit price not lower than the minimum and not higher than the maximum official price registered on the day of stock market trading preceding each individual buy-back transaction, decreased or increased respectively by 5% and, at any rate, at a price that is no higher than the highest price between that of the latest independent transaction and that of highest current independent offer of purchase during the same trading session, pursuant to Art. 3 of Regulation (EU) 2016/1052. The Company currently holds 71,061,344 treasury shares, equal to 0.703% of the share capital.
Finally, the Ordinary Shareholders’ Meeting will be asked to authorise acts interrupting the limitation period of the liability action against a former director, pursuant to Art. 2393 of the Italian Civil Code.
It will be proposed to an Extraordinary Shareholders’ Meeting to effectuate a reverse split of shares in circulation in the ratio of 1 new ordinary share for every 10 ordinary shares held and of 1 new savings share for each 10 savings shares held, following the cancellation of a minimum number of savings shares needed to facilitate the regular execution of the reverse split and the subsequent modification of Art. 5 of the Articles of Association. Once approved by the Extraordinary Shareholders’ Meeting, the reverse stock split shall be carried out according to time frames and methods to be agreed upon with Borsa Italiana S.p.A. and the other competent authorities, and at any rate by June 30, 2017. Furthermore, several formal changes to the Articles of Association, namely, Articles 7, 12, 19, 21, 22 and 27, will be submitted to the Extraordinary Shareholders’ Meeting with a view to bringing the text into line with several changes to regulatory sources, with corporate governance and with the fact that the company is no longer under the direction and coordination of any other listed company.
The documentation relating to the agenda of the Shareholders’ Meeting, the complete texts of the motions, together with the speeches of the proposers of the motions, will be made available to the public according to the law at Saipem’s headquarters and shall be published on the authorised “eMarket STORAGE” mechanism (www.emarketstorage.com), on the website of Borsa Italiana S.p.A. (www.borsaitaliana.it) and in the section “Shareholder’s Meeting” on the Saipem website (www.saipem.com).
Saipem is one of the world leaders in drilling services, as well as in the engineering, procurement, construction and installation of pipelines and complex projects, onshore and offshore, in the oil & gas market. The company has distinctive competences in operations in harsh environments, remote areas and deepwater. Saipem provides a full range of services with “EPC” and “EPCI” contracts (on a “turn-key” basis) and has distinctive capabilities and unique assets with a high technological content.
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