questi i risultati preliminari comunicati lo scorso 3 dicembre... titolo a 7 euro... da notare come le previsioni conservative, visto il periodo di crisi, parlino di ricavi in crescita del 12% anche nel 2009...
Financial Press Releases
Press Release in accordance with CONSOB Regulation No. 11971/1999 and subsequent modifications
2008 PRELIMINARY RESULTS: ESTIMATED GROWTH IN REVENUES AND EBITDA TO ABOUT EURO 170 MILLION TO EURO 28.5 MILLION
GUIDANCE 2009: GROWTH IN REVENUES TO APPROX. EURO 190 MILLION
NEW ORGANISATIONAL STRUCTURE APPROVED:
PAOLO BARBERIS, FOUNDER OF DADA, CHAIRMAN
BARBARA POGGIALI, CHIEF EXECUTIVE OFFICER AND GENERAL MANAGER
LORENZO LEPRI, DEPUTY GENERAL MANAGER AND CHIEF CORPORATE OFFICER
CLAUDIO CORBETTA, MANAGING DIRECTOR DADAPRO
CONVOCATION OF SHAREHOLDERS' MEETING OF THE COMPANY, ALSO TO APPROVE STOCK OPTION PLAN
Florence, December 3, 2008 -- The Board of Directors of Dada (MTA of Borsa Italiana: DA.MI), chaired by Paolo Barberis, today reviewed and approved the following matters on the agenda.
Organisational structure and corporate officers
Within the framework of the Group's international and domestic expansion, a new organisational structure concerning corporate officers was approved, effective as of January 7, 2009. The principal corporate officers are:
Paolo Barberis, Chairman of Dada S.p.A., who will continue to hold a strategic role within the Group without any change in his activities, however formally delegating all operational powers;
Barbara Poggiali, currently a Director of Dada, was appointed Chief Executive Officer and from January 7, 2009 will also assume the position of General Manager. Reporting directly to Barbara Poggiali will be:
? the Corporate Department of the Dada Group, headed by Lorenzo Lepri, currently Chief Development Officer of Dada S.p.A., who has resigned the original powers, will remain a member of the Board of Directors and will also assume the role of Deputy General Manager and Chief Corporate Officer,
? the Business Unit Dada.net (
www.dada.net, community & entertainment music services) which is also headed by Barbara Poggiali,
? the Business Unit DadaPro (
www.dadapro.com, professional services and advertising on the Internet), which will be headed by Claudio Corbetta.
It is also announced that as of today's date:
- The Executive Director of Dada S.p.A., Angelo Falchetti, resigned as Chief Operating Officer and as a member of the Board, effective as of the present meeting, and from all other Board positions of the companies of the Dada group, effective as of December 15, following an agreement reached with the Company and approved by the Board of Directors (Angelo Falchetti currently holds 350,341 shares equal to 2.20% of the share capital);
- The resignations from positions held in Dada S.p.A. of the Executive Director Marco Argenti are effective, as announced to the Market on November 12, 2008.
The Board expresses great appreciation for the work undertaken over the years by Mr. Angelo Falchetti and Mr. Marco Argenti and wishes them a successful professional future.
Following these resignations the Board did not consider it necessary to co-opt new directors, but to refer any decision to the Shareholders' Meeting.
Stock Option Plan
The Board of Directors also approved, on the proposal of the Remuneration Committee, the stock option incentive plan for the period 2009-2011 (the "2009-2011 Top Manager Plan" or the "Plan"), for directors holding particular positions of the Company and/or of the subsidiary companies (pursuant to article 2359 of the civil code) of this latter (the "Subsidiary Companies"), as well as general managers and/or executives and/or Division managers of Dada and/or or its Subsidiary Companies, whether employees or professional consultants.
The aim of the Plan is to provide incentives and ensure the retention of the relative beneficiaries, rendering them jointly responsible while at the same time participating in the growth of the Dada Group.
The Board of Directors have therefore called a Shareholders' Meeting - in both ordinary and extraordinary session - for the approval, pursuant to article 114-bis of Legislative Decree No. 58 of February 24, 1998, of the 2009-2011 Top Manager Plan and to delegate powers to the Board of Directors, pursuant to article 2443 of the civil code, to be exercised within 5 years from the date of the shareholders' meeting resolution, for a paid-in share capital increase with the exclusion of the rights option- including in several tranches - to service the 2009-2011 Top Manager Plan, for a maximum nominal amount of Euro 85,000.00, through the issue of a maximum of 500,000 ordinary shares of Dada of a nominal value of Euro 0.17 each.
In accordance with article 84-bis, paragraph 3, of Consob Regulation No. 11971 (as amended) of May 14, 1999, it is also noted that:
- among the beneficiaries of the Plan, which will be decided by the Board of Directors of Dada after the shareholders' meeting resolutions on the proposal of the Remuneration Committee of the Company, persons belonging to the category established by article 152.6, paragraph I, letter c, (c-2, c-3), of CONSOB Regulation No. 11971 of May 14, 1999 may be included;
- the Plan provides for the granting of options for the subscription of up to a maximum of 500,000 new ordinary shares of Dada. The determination of the number of options to be granted to each beneficiary of the Plan will be made by the Board of Directors on the exercise of the powers for the share capital increase proposed to the Shareholders' Meeting and will be based on the strategic importance of the office held and of the organisational position held within the Group;
- the issue price of the Shares, arising from the subscription of the option rights, will be the average official price of the ordinary shares of Dada S.p.A. in the period between the grant date of the Options and the same day in the previous month and provided that in this period, for the purposes of the calculation, the above-mentioned issue price may not be lower than that determined, pursuant to article 2441, paragraph 6, of the civil code, based on the net equity value of the Company from the latest annual accounts approved before the granting of the subscription rights, also taking into consideration the share price in the last half-year period. The above-mentioned determination of the exercise price of the Options is applicable to all the Options granted. However, the Options may be granted on different dates. Therefore, the actual exercise price may differ depending on the grant date;
- the exercise of the options granted in the Plan will be subject to the achievement of minimum EBITDA levels of the Dada Group in the three-year period 2009-2011, in accordance with that established by the Board of Directors in the Plan. The exercise of the options vested may take place during predetermined exercise periods, subsequent to the approval, by the Shareholders' Meeting of the Company, of the annual accounts for the year ended December 31, 2011, and in any case not beyond November 11, 2015.
Further information concerning the Plan, the beneficiaries and the number of options granted will be published in accordance with the terms and provisions prescribed by law.
Convocation of the Shareholders' Meeting of the Company
Pursuant to the matters outlined above, the Board of Directors also mandated the Chairman of Dada to call the Shareholders' Meeting of the Company in ordinary and extraordinary session in January 2009.
The agenda of the next Shareholders' Meeting, in addition to that already outlined relating to the plan, will include the resolutions concerning the resignation of the two directors Angelo Falchetti and Marco Argenti, and the appointment of a statutory auditor following the resignation of Massimo Cremona and co-optation of Claudio Pastori during the year, according to the law.
2008 Preliminary results
Preliminary results for the year 2008 report estimated consolidated revenues* of approx. Euro 170 million, in line with the guidance announced to the market on August 1 and growth on 2007 (revenues of Euro 158.5 million). Group EBITDA** in 2008 is estimated at approx. Euro 28.5 million, growth on the previous year (Euro 23.4 million).
2009 Guidance
The Board of Directors also reviewed the expectations for the year 2009 of the Company, which in the absence of further deterioration of the general economic and market outlook, forecasts consolidated revenues of approx. Euro 190 million, growth on the estimated revenues for the current year. These forecasts were made amid considerable levels of uncertainty and limited visibility and therefore may be reviewed where further changes in the general economic and sector conditions occur.
* From October 1, 2007, the participation in the Joint-Venture Dada Entertainment LLC is consolidated under the equity method.
** EBITDA: before write-downs and extraordinary items. The 2007 data was restated in accordance with the new IAS accounting principle (relating to user acquisition costs). The Consolidated EBITDA in the accounts approved for the year 2007 was Euro 22.2 million.
