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06/07/2007 00:00 Damiani S.p.A.: The Board of Directors has approved the Consolidated balance for the financial year ended on 31st March 2007
• Turnover: 168.0 million euros (compared with 166.2 million euros of the financial year ended on 31st March 2006) • EBITDA : 27.8 million euros (23.7% up on the financial year ended on 31st March 2006); • Net profit: 14.2 million euros (37.2% up on the financial year ended on 31st March 2006). Milan, 6th July 2007 – The Board of Directors of Damiani S.p.A., parent company of the Damiani Group, a designer, manufacturer and distributor of top-quality jewellery in Italy and abroad, recently approved the Consolidated financial statements for the financial year ended on 31st March 2007, drawn up according to IFRS accounting standards and auditing by a firm of independent auditors. During the financial year ended on 31st March 2007, Damiani S.p.A. generated turnover of 168.0 million euros compared with 166.2 million euros at 31st March 2006. The parent company of the Damiani Group closed the financial year with EBITDA of 27.8 million euros, an increase of 23.7% compared with the 22.5 million euros of 31st March 2006. The incidence of EBITDA on turnover amounted to 16.6% compared with 13.5% for the financial year ended on 31st March 2006. The Operating Profit amounted to 24.8 million euros, 25.3% up on the 19.8 million euros of the previous year with an incidence on turnover of 14.8% compared with 11.9% of the financial year ended on 31st March 2006. Net profits increased by 37.2%, from 10.4 million euros at 31st March 2006 to 14.2 million euros at 31st March 2007. Its incidence on turnover amounted to 8.5% compared with 6.2% of the financial year ended on 31st March 2006. The Net Financial Position at 31st March 2007 amounted to 47.9 million euros, an improvement on the 80.0 million euros for the financial year ended on 31st March 2006. Damiani S.p.A. Damiani S.p.A. is the parent company of the Damiani Group, a leading Italian producer and distributor of top-quality designer jewellery, operating in the jewellery sector through prestigious brands, such as Damiani, Salvini, Alfieri & St. John and Bliss, as well as the recently acquired Calderoni brand. Master craftsmen ever since 1924, the Damiani Group boasts a long-standing tradition in the art of goldsmithery which has always interpreted with an innovative spirit. It holds the unbeaten record of a good 22 Diamond International Awards (18 for Damiani and 4 for Calderoni). Every jewel created by Damiani is handmade according to the finest craft tradition and the elegance of Italian style. With approximately 466 employees, the Damiani group operates both in Italy and abroad through distribution companies that fully cover the European, American and Asian markets. These include in particular: Damiani International BV (based in Amsterdam), Damiani USA Corp. (based in New York) and Damiani Japan K.K. (based in Tokyo). The Group also has 51 own-brand stores located in the main fashion streets in Italy and throughout the world. This announcement is not an offer of securities for sale in the United States or elsewhere, nor shall there be any offer of securities in any jurisdiction in which such offer or sale would be unlawful. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Damiani S.p.A. does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from Damiani S.p.A. or the selling shareholder and that will contain detailed information about the company and management, as well as financial statements. The distribution of this announcement and the offering or sale of the securities referred to herein in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves of and to observe any such restrictions. Copies of this announcement are not being made and may not be distributed or sent into the United States, Canada, Australia or Japan. The information in this announcement does not constitute an offer of securities for sale in Canada, Australia or Japan.
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09/08/2007 00:00 Damiani S.p.A.: The Board of Directors approved the quarterly report for the quarter ended 30 June 2007
· Revenues: €50.4 million (+27.3% compared to the quarter ended 30 June 2006); · EBITDA1: €15.0 million (+131.2% compared to the quarter ended 30 June 2006); · Operating Income: €14.4 million (+144.1% compared to the quarter ended 30 June 2006); · Net Income: €10.3 million (+145.9% compared to the quarter ended 30June 2006). Milan, August 9, 2007 – The Board of Directors of Damiani S.p.A, parent company of the Damiani Group that designs, produces and distributes high-end jewellery in Italy and abroad, today approved the report for the first quarter of its financial year from 1 April 2007 to 31 March 2008, prepared in accordance with IFRS. For the quarter ended 30 June 2007, Damiani S.p.A reported revenues of €50.4 million, an increase of 27.3% when compared with the same period in 2006. Damiani S.p.A closed the quarter reporting an EBITDA of €15.0 million, an increase of 131.2% compared to the €6.5 million reported for the same period in 2006. Operating Income was €14.4 million, an increase of 144.1%, compared to the €5.9 million reported for the same period in 2006. Net income increased by 145.9%, from €4.2 million for the quarter ended 30 June 2006 to €10.3 million for the quarter ended 30 June 2007. The increase in revenues, EBITDA, operating income and net income is due in part to revenues of €7.6 million generated by extraordinary transactions that are not likely to reoccur in the following quarters of the fiscal year. Results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for a full year. The Company does not expect similar results for successive interim periods of this fiscal year. Net financial debt as of 30 June 2007 was €49.2 million, compared to €47.9 million, as of 31 March 2007, a decrease of €23.4 million compared to the results as of 30 June 2006. Damiani S.p.A. Damiani S.p.A. is the parent company of the Damiani Group, a leader in the design, manufacture and sale of diamond jewellery, under the prestigious brands Damiani, Salvini, Alfieri & St. John, Bliss and the recently purchased Calderoni. Since 1924, the Damiani Group has continued its tradition of high craftsmanship and quality of design, and has received 22 Diamonds International Awards (18 Awards to Damiani and 4 Awards to Calderoni). Each piece of Damiani jewellery incorporates the tradition of master goldsmiths and maintains an unmistakable Italian style. With approximately 466 employees, the Damiani Group is present in Italy as well as in the European, American and Asian markets through Damiani International BV (Amsterdam), Damiani USA Corp. (New York), Damiani Japan K.K. (Tokyo). Damiani Group jewellery is showcased in 51 single-brand stores in the fashion centres of the world. This announcement is not an offer of securities for sale in the United States or elsewhere, nor shall there be any offer of securities in any jurisdiction in which such offer or sale would be unlawful. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Damiani S.p.A. does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from Damiani S.p.A. or the selling shareholder and that will contain detailed information about the company and management, as well as financial statements.The distribution of this announcement and the offering or sale of the securities referred to herein in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves of and to observe any such restrictions. Copies of this announcement are not being made and may not be distributed or sent into the United States, Canada, Australia or Japan. The information in this announcement does not constitute an offer of securities for sale in Canada, Australia or Japan.
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14/11/2007 00:00 Damiani S.p.A: Board of Directors approves the Half-Year Report
Retail and wholesale channel revenues + 9.6%, EBITDA net of non-recurring items +9.6% · Retail and wholesale channel revenues: 71.2 million euro, +9.6% vs. 30 September 2006 · Total consolidated revenues: 81.8 million euro (including 7.6 million euro of non-recurring revenues), from 67.6 million euro to 30 September 2006 · EBITDA net of non-recurring items: 10.3 million euro, +9.6% vs. 30 September 2006 · Consolidated EBITDA 17.3 million euro · Operating Profit net of non-recurring items: 9.0 million euro, +10% vs. 30 September 2006 · Operating Profit: 16.1 million euro including including non recurring items · Net Profit: 10.1 million euro, +170% vs. 30 September 2006 · Net debt: 46.8 million euro vs. 47.9 million euro at 31 March 2007 and vs. 78.1 million euro at 30 September 2006 Milano, 14 November 2007 – The Board of Directors of Damiani S.p.A. (Milan, Star: DMN), the parent company of the Damiani Group, a creator, producer and distributor of luxury and designer jewels in Italy and abroad, today approved the consolidated half-year report at 30 September 2007 which includes second quarter figures. CONSOLIDATED REVENUES For the first half to 30 September 2007, the Damiani Group reported core revenues (revenues for the wholesale and retail channels) of 71.2 million euro increased of 9.6%.from 65.0 million euro at 30 September 2006. Group consolidated turnover was 81.8 million euro, an improvement of 20.9% compared to 30 September 2006. The figure comprises non-recurring revenues in the first half, which included key money amounting to approximately 7.6 million euro. Channel breakdown of revenues Wholesale revenues (accounting for 81.9% of Group consolidated turnover) totalled 66.9 million euro, an improvement of 9.7%. Retail revenues amounted to 4.2 million euro, an improvement of 7.7%. The growth in other channels/other revenues in the first half was due to the effect of collection of non recurring revenues totalling 7.6 million euro. Geographical breakdown of revenues The geographical revenue breakdown shows 6% growth in Italy to 51.9 million euro, accounting for 63% of consolidated turnover. Revenues also progressed in the Americas area, rising by approximately 19% from the year-earlier period (+30% at constant exchange rates) to reach 4.1 million euro. Turnover also made significant progress in Rest of the World, with core revenues improving by 33% to 13.3 million euro (+108% total revenues, which include non-recurring revenues), driven mainly by excellent performance of the Russian market (+30%) and sustained growth of new markets such as Arabian Emirates. In Japan, Group revenues slid by 4% from the year-earlier period, with performance adversely affected by the exchange-rate effect as the yen lost almost 13% against the euro on an annualised basis. Net of the exchange-rate effect, revenues in Japan, denominated in local currency, showed an improvement of approximately 7%. GROUP’S ACTIVITIES During the first half of 2007 the Group announced the opening of monobrand boutiques in Dubai and Macao, as well as a corner in Jerusalem and a Bliss monobrand boutique in Mexico City. The Group also presented the new Damiani, Salvini, Alfieri & St. John and Bliss collections, to enhance its offer for the next Christmas season. In sales, marketing and communication, the Group announced agreements with Raoul Bova and Paris Hilton as the new testimonials for the Salvini and Bliss brands respectively. During the half year, the Group signed leases for a store in Los Angeles (Rodeo Drive) and a store in Tokyo (in Ginza) to be opened in the second half of the financial year. In October the Group opened the new Damiani DOS in Bologna. OPERATING RESULTS AND NET PROFIT The Damiani Group closed the quarter with EBITDA net of non-recurring items of 10.3 million euro, an improvement of 9.6% from 9.4 million euro in the period to 30 September 2006 (Consolidated EBITDA of 17.3 million euro, +86.4%, including non-recurring items). The EBITDA margin net of non-recurring items was 14%, in line with the year-earlier period (gross of the effect of non-recurring items the EBITDA margin for the first half of 2007 was 21%). Operating Profit was 9.0 million euro, an increase of 10% from 8.2 million euro in the period to 30 September 2006 (16.1 million euro gross of key money, a gain of 96.1% over the first half of 2006). Net Profit amounted to 10.1 million euro compared with 3.7 million euro in the first half to 30 September 2006 (+170%). NET DEBT The Group had a Net Debt of 46.8 million euro at 30 September 2007, an improvement of 1.1 million euro from 47.9 million euro at 31 March 2007 and of 31.2 million euro from 78.1 million euro at 30 September 2006. The improvement in the Net Debt compared to 30 September 2006 reflected the impact of operating performance, the Group restructuring in March 2007 and the positive impact of key money. SECOND QUARTER (July-September 2007) In the second quarter (July-September 2007), which historically accounts for approximately 18% of total Group turnover, revenues from sales rose by 12.0% to reach 31.2 million euro; EBITDA was 2.3 million euro and EBIT was 1.7 million euro. The manager in charge of preparing the company’s financial reports (Gilberto Frola) declares, pursuant to paragraph 2 article 154-bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the documented results, books and accounting entries. Trading commencement date: 08.11.2007 Operation Listing Partners: Unicredit and Merrill Lynch Damiani S.p.A. Damiani S.p.A. è capofila del Damiani Group, leader nel mercato italiano della produzione e commercializzazione di gioielli di alta gamma e di design, e attivo nel settore della gioielleria con marchi prestigiosi quali: Damiani, Salvini, Alfieri & St. John, Bliss e il marchio Calderoni, recentemente acquisito. Maestri artigiani sin dal 1924, il Damiani Group vanta una lunga tradizione nell’arte orafa che interpreta oggi con lo stesso spirito innovativo delle sue origini e detiene il record imbattuto di ben 22 Diamonds International Awards (18 Awards Damiani e 4 Awards Calderoni). Ogni gioiello creato da Damiani viene realizzato a mano nel rispetto delle più alte tradizioni artigiane e dell’eleganza dello stile Made in Italy. Con circa 466 dipendenti, il Damiani Group è presente in Italia e nei principali mercati mondiali attraverso società che consentono di presidiare il mercato europeo, americano e asiatico: in particolare, Damiani International BV (con sede ad Amsterdam), Damiani USA Corp. (con sede a New York); Damiani Japan K.K. (con sede a Tokyo). Il Gruppo vanta inoltre 54 punti vendita monomarca posizionati nelle principali vie della moda italiane ed internazionali. This announcement is not an offer of securities for sale in the United States or elsewhere, nor shall there be any offer of securities in any jurisdiction in which such offer or sale would be unlawful. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Damiani S.p.A. does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from Damiani S.p.A. or the selling shareholder and that will contain detailed information about the company and management, as well as financial statements. The distribution of this announcement and the offering or sale of the securities referred to herein in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves of and to observe any such restrictions. Copies of this announcement are not being made and may not be distributed or sent into the United States, Canada, Australia or Japan. The information in this announcement does not constitute an offer of securities for sale in Canada, Australia or Japan.
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21/01/2008 01:00 Damiani S.p.A: Board of Directors approves the group’s preliminary sales results for the first 9 months – ending 31st December 2007 – of fiscal year 2007/2008
Group’s Revenues +2.7% At Comparable Exchange Rates The Performance of The Retail Channel is highly satisfactory: +8,4% Shareholders’ meeting call to authorize the purchase and disposition of its own shares. The Board of Directors of Damiani S.p.A. (Milan, Star: DMN), the parent company of the Damiani Group, a creator, producer and distributor of luxury and designer jewels in Italy and abroad, today approved preliminary sales results for the first 9 months of FY 2008. For the first 9 months ending 31st December 2007, the Damiani Group reported core revenues (revenues of the wholesale and retail channels) of 135.8 million euro with a 1.8% increase, at constant rate changes, compared to the same period last year (+ 0.4% at current exchange rates). Group consolidated turnover reached 149.9 million euro, an improvement of 2.7% at constant exchange rates compared to 31 December 2006 (+1.4% at current exchange rates). REVENUES BREAKDOWN BY CHANNEL In the first nine months of fiscal year 2007/2008, wholesale revenues totalled 128.2 million euro, + 1.4%, at constant exchange rates, compared to 31 December 2006 (in line with the revenues of the same period last year, at current exchange rates) accounting for 85.5% of the Group’s consolidated turnover. In the first nine months of fiscal year 2007/2008, the group’s strategy to focus on growing in foreign markets has continued to generate good results and has allowed absorbing the selective reduction of Damiani multibrand stores, started in 2004, and further strengthen during the first nine months of the current fiscal year. Retail revenues as of 31 December 2007 amounted to 7.6 million euro, an improvement of 8.4%, at constant exchange rates, compared to 31December 2006 (+6.7% at current exchange rates). The growth in this channel is substantially organic leaded by the good success of the group’s collections among the final clients. Other channels/other revenues amounted to 14.1 million euro, an improvement of 12.4%, at constant exchange rates, compared to 31 December 2006 (+11.9% at current exchange rates). AUTHORIZATION TO PURCHASE DAMIANI OWN SHARES The Board of Directors ruled to hold a shareholders’ meeting to authorize the purchase and disposition of its own shares. There are three principles upon which the authorization proposal is based: (1) to start an incentive plan based on financial instruments approved by the Shareholders’ Meeting on the meeting held on September 26, 2007, or in an incentive plan that is approved later; (2) to have the opportunity to use own shares for operations connected to industrial projects for which opportunities can be concretised to exchange or yield share packages; (3) to proceed with company share investments when the quotation trend or the entity of liquidity available makes the operation financially sound, with an aim to develop, where necessary and with respect for the laws in effect, an activity to sustain the liquidity of the title on the market. The authorization to purchase its own shares - requested within eighteen months of the date of the shareholders rulings, has at his scope the purchase of a maximum number of 8,250.00 million ordinary shares with a face value of 0.44 euro each, and in any case, within limits not exceeding 10% of company capital. The purchase price of each own share must be, including extra purchase costs, no less than 20% (twenty per cent) and no more than 20% (twenty per cent) of the official price listed on Telematic Share Market on the day before the purchase. On the same date neither the company and its subsidiaries own Damiani S.p.A. shares. The Board has summoned members to hold the first Shareholders’ Meeting on February 22, 2008 and summoned members to hold the second meeting on February 23rd so as to rule on the proposal at hand. Information concerning the items on the agenda will be made available under the terms and ways foreseen under the law. The manager in charge of preparing the company’s financial reports (Gilberto Frola) declares, pursuant to paragraph 2 article 154-bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the documented results, books and accounting entries. Trading commencement date: 08.11.2007 Operation Listing Partners: Unicredit and Merrill Lynch
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13/02/2008 00:00 Damiani S.p.A: Board of Directors approves the group’s interim report for the first 9 months ending 31st December 2007 of fiscal year 2007/2008
Revenues +2.7% at constant exchange rates · Total consolidated revenues: 149.9 million euro, +2.7% at constant exchange rates vs. 31 December 2006 (+1.4% at current exchange rates) · Retail channel revenues: 7.6 million euro, +8.4% (at constant exchange rates) vs. 31 December 2006 (+6.7% at current exchange rates) · Consolidated EBITDA: 33.1 million euro in line with Ebitda at 31 December 2006 · Consolidated EBITDA margin: 22.1% in line with Ebitda at 31 December 2006 · Consolidated Operating Profit: 31.3 million euro +2.2% vs. 31 December 2006 · Net Profit: 20.5 million euro, +5.2% vs. 31 December 2006 · Net debt: cash of 25.9 milion euro, with an improvement of 73.8 milioni di euro compared to the net financial debt of 47.9 million euro as of 31 march 2007 and with an improvement of 89.7 million euro compared to the net financial debt of 63,8 million euro as of 31 december 2006, mainly due to the IPO proceeds. Milan, February 13th 2008 – The Board of Directors of Damiani S.p.A. (Milan, Star: DMN), the parent company of the Damiani Group, a creator, producer and distributor of luxury and designer jewels in Italy and abroad, today approved the interim consolidated results for the first 9 months ending 31st December 2007 of fiscal year 2007/2008 which includes third quarter figures CONSOLIDATED REVENUES Group consolidated turnover reached 149.9 million euro, an improvement of 1.4% at current exchange rates compared to 147.8 million euro at 31 December 2006 (+2.7% at constant exchange rates). Revenues breakdown by channel In the first nine months of fiscal year 2007/2008, Wholesale revenues reached 128.2 million euro in line with the 128.0 million euro of the same period last year, accounting for 85.5% of the Group’s consolidated turnover. At constant exchange rates wholesale revenues rose by 1.4%. In the first nine months of fiscal year 2007/2008, the Group’s strategy to focus on expanding its presence in foreign markets has continued to generate good results and has allowed absorbing the selective reduction of Damiani multibrand storesin Italy which started in 2004, and that has further strengthened during the first nine months of this current fiscal year. Retail revenues as of 31 December 2007 amounted to 7.6 million euro, with an improvement of 6.7%, at current exchange rates, compared to 7.2 million euro as of 31 December 2006 (At constant exchange rates retail sales grew by +8.4%). The growth in this channel was substantially organic and driven by the success of the group’s collections among the final customers Other channels/other revenues at 31 december 2007 amounted to 14.1 million euro, with an improvement of 11.9%, at current exchange rates, compared to 12.6 million euro at 31 December 2006. At constant exchange rates revenues in this channel grew by 12.4%. Revenues breakdown by Geographical Regions During the first 9 months of fiscal year 2007/2008 the geographical revenue breakdown showed, a decrease of the Italian revenues to 104.7 million euro (-6,9% vs. 31 December 2006), accounting for 69.9% of consolidated turnover. The trend in the Italian market was influenced both by a general slowdown in domestic demand pertaining to the Italian economic situation and also by the strategic decision to select the Damiani wholesale customers, which started in 2004 and is now substantially completed. In the Americas revenues reached 7.4 million euro revenues (accounting for 4.9% of consolidated revenues) with an increase 24.1% from the same year-earlier period. At constant exchange rates revenues grew by 41.4%. Turnover also made significant progress in Rest of the World. Core revenues, net of non recurring revenues, amounted to 21.2 million euro improving by 17.1% (or by 59.2% including non-recurring revenues), driven mainly by excellent performance of the Russian market and sustained growth of new markets in particular in the Middle East area. During the first 9 months of fiscal year 2008/2008 in Japan, Group revenues slid by 19.9% to 9.0 million euro. This result has been adversely affected by the negative exchange-rate. Net of the exchange-rate effect, revenues in Japan, in local currency, showed a decrease of 10,5%. GROUP’S ACTIVITIES During the first 9 months of fiscal year 2007/2008 the Group announced the opening of monobrand boutiques in Bologna (DOS), Taipei, Dubai and Macao, the second boutique in Hong Kong as well as a corner in Jerusalem and a Bliss monobrand boutique in Rome (DOS), in Mexico City and in Milan The Group announced agreements with Raoul Bova and Paris Hilton as the new testimonials for the Salvini and Bliss brands respectively. The Group signed leases for a store in Los Angeles (Rodeo Drive) and a store in Tokyo (in Ginza) to be opened within the next months. OPERATING RESULTS AND NET PROFIT The Damiani Group closed the first 9 months of fiscal year 2007/2008 with consolidated EBITDA of 33.1 million euro, in line with the 33.0 million euro as of 30 December 2006. Consolidated EBITDA margin was 22.1%, in line with the same period of last year. Consolidated Operating Profit was 31.3 million euro, an increase of 2.2% from 30.6 million euro at 31 December 2006 with an operating profit margin of 20.9%. Net Profit amounted to 20.5 million euro compared with 19.5 million euro in the 9 months ended 31 December 2006 (+5.2%). NET DEBT At 31 December 2007 the Group had net cash for 25.9 million euro, an improvement of 73.8 million euro vs. Financial Net Debt of 47.9 million euro at 31 March 2007 (and of 89.7 million euro vs. Financial Net Debt 63.8 million euro at 31 December 2006). The Group’s net financial position compared to 31 March 2007 has improved thanks to a good cashflow generation and to the 72.4 million euro of IPO proceeds. On November 8 2007 Damiani listed its ordinary shares on the STAR segment managed by Borsa Italiana. The manager in charge of preparing the company’s financial reports (Gilberto Frola) declares, pursuant to paragraph 2 article 154-bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the documented results, books and accounting entries. Trading commencement date: 08.11.2007 Operation Listing Partners: Unicredit and Merrill Lynch
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18/02/2008 01:00 Damiani Spa: DGPA Capital owns a 5.12% share
Damiani S.p.A. (Milan, Star: DMN), the parent company of the Damiani Group, creator, producer and distributor of luxury and designer jewels in Italy and abroad, announces that DGPA Capital, a closed Private Equity fund created and managed by DGPA Sgr, has achieved 5.12% of the company’s share capital. The stake, purchased on the market, is equal to 4.23 million shares. Guido Damiani, President and CEO of the Group commented on the DGPA Capital investment saying: “We are pleased that a partner with the great skill and professionalism of DGPA Capital has become a stakeholder. DGPA has a good knowledge of the jewellery sector, of our company and its strategy. The DGPA investment also confirms that the market believes in Damiani’s growth potential”.
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24/02/2008 00:00 Damiani S.p.A.
Milan, February 24, 2008 –Damiani S.p.A. (Milan, Star: DMN), declares that the value of the jewels stolen this morning in Milan Show Room (Corso Magenta 82), has not been yet quantified precisely but is totally covered by the insurance policies stipulated by Damiani Spa with the primary insurance Groups Allianz and Lloyd's of London.
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27/03/2008 00:00 Damiani S.p.A. : Organizational Model 231 approved
Milan, March 27, 2008 – The Board of Directors of Damiani S.p.A. (Milan, Star: DMN), the holding company of the Damiani group that designs, makes and distributes high end jewelry in Italy and abroad has approved today its Code of Conduct and its Organizational Model as per Italian law 231/2001. The Code of Conduct reflexes the values embodied in the aspirations of Damiani Group activities and contains the ethical principles and the rules that have to inspire the behaviour of those it applies to. The users of the Code of Conduct, besides the Administrators and Employees, are all the suppliers, collaborators and consultants and everyone representing the Company. The Damiani spa Organizational Model is a set of specific rules regarding conduct (Code of Conduct) and operations that aims to prevent illicit conduct in the context of business activities and their crime risk potential, through the safeguards of management regulations with prevention as the objective. In this context, plans are to select a Vigilance Body that will remain in power for the same term as the Board of Directors, and will be nominated by the Shareholders Meeting as matters occur. The present Vigilance Body is composed of Carlotta Lanzi Puglia, Internal Auditor at Damiani S.p.A., Luca Pecoraro, external Lawyer (Pecoraro Travostino, Law Firm) and Francesco Satta, external Lawyer (Grimaldi & Associati, Law Firm) This group assures that the Body will be made up of members having all the various professional skills that apply to company management control, while also fully affirming the autonomous and independent nature required by the law. The Vigilance Body will have all the powers necessary to guaranty prompt and efficient safeguards regarding the working and observance of the Organizational Model adopted by the company, and also to verify its efficiency and effectiveness as regards the prevention and impediment of any committed crimes which are presently defined under Italian Law 231/2001, and, as well, the possibility to make proposals to the Board of Directors to update and upgrade the Organizational Model. Start up date of negotiations: 08.11.2007 Listing Partners: Unicredit and Merrill Lynch
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14/05/2008 00:00 Damiani S.p.A: Board of Directors approves the group’s quarterly report of FY 2007/08 ending 31st March 2008
12 months results of FY 2007/08 - Total consolidated revenues: 175.2 million euro, +5.5% yoy at constant exchange rates (+4.3% at current exchange rates) - Retail channel revenues: 9.9 million euro, +9.2% yoy at constant exchange rates (+7.5% at current exchange rates) - Consolidated EBITDA: 29.1 million euro, +4.6% yoy with a margin of 16.6% - Consolidated EBIT: 26.6 million euro, +7.1% yoy - Net Profit: 15.5 million euro, +10.7% yoy - Net debt: cash of 28.5 milion euro, with an improvement of 2.6 million of euro compared to 31 december 2007 and with an improvement of 76.4 million euro compared to 31 March 2007 Milan, May 14th 2008 – The Board of Directors of Damiani S.p.A. (Milan, Star: DMN), the parent company of the Damiani Group, a creator, producer and distributor of luxury and designer jewels in Italy and abroad, today approved the fourth quarter consolidated results ending 31st March 2008 . CONSOLIDATED REVENUES In FY 2007/08 Consolidated revenues reached 175.2 million euro, with an improvement of 4.3% at current exchange rates compared to 168 million euro as of 31 March 2007 (+5.5% at constant exchange rates). Revenues breakdown by channel In the first twelve months of FY 2007/08, Wholesale revenues reached 148.1 million euro with an improvement of 2.1% at current exchange rates compared to 145.0 million euro as of the same period last year. At constant exchange rates wholesale revenues rose by 3.3%. As of 31 March 2008 Retail revenues amounted to 9.9 million euro, with an improvement of 7.5%, at current exchange rates, compared to 9.2 million euro as of 31 March 2007. At constant exchange rates retail sales grew by +9.2%. This channel’s growth was substantially organic and driven by the success of the group’s collections among the final customers Other channels/other revenues at 31 March 2008 amounted to 17.2 million euro, with an improvement of 25.1%, at current exchange rates, compared to 13.7 million euro as of 31 March 2007. At constant exchange rates revenues in this channel grew by 25.4%. Revenues breakdown by Geographical Regions During the FY 2007/2008 Italian revenues were 122.3 million euro (-4.2% yoy), accounting for 69.9% of consolidated turnover. The trend in the Italian market was influenced both by the strategic decision to select the Damiani wholesale customers, which started in 2004 and substantially completed and by a general slowdown in the domestic economic. In the Americas revenues reached 8.6 million euro revenues (accounting for 4.9% of consolidated revenues) with an increase of 26.3% from the same period. At constant exchange rates revenues grew by 43%. Also turnover in Rest of the World made significant progress. Core revenues, net of non recurring revenues, amounted to 24.8 million euro improving by 25% (32.5 million of euro with an increase of 61.2% including non-recurring revenues), driven mainly by excellent performance of the Russian market. During the twelve months the Group started a penetration of the arabian markets in particular in the Emirates and Kuwait During the 12 months of FY 2007/08 in Japan, Group revenues were 11.8 million euro (-11.8%). This result has been adversely affected by the slowdown of economic environment and by the negative exchange rate. (-4% at constant exchange rates). NETWORK MONOBRAND STORES As of 31 March 2008 the Group had 54 boutiques monobrand with 11 DOS ( 6 in Italy and 5 abroad) During the 12 months of FY 2007/08 the Group opened for Damiani brand 1 DOS in Bologna, 1 DOS in Tokyo, 1 DOS in Paris and monobrand franchised store in Taipei, Dubai, Macao and Kuwait City, the second boutique in Hong Kong as well as a corner in Jerusalem and for Bliss the Group opended 1 DOS in Rome, and 2 franchised stores, 1 in Mexico City and 1 in Milan OPERATING RESULTS AND NET PROFIT The Damiani Group closed the 12 months of FY 2007/08 with consolidated EBITDA of 29.1 mlion euro, with an increase of 4.6% from 27.8 million euro as of 31 March 2007. Consolidated EBITDA margin was 16.6%, in line with the same period of last year. Consolidated EBIT was 26.6 million euro, an increase of 7.1% from 24.8 million euro at 31 March 2007 with an operating profit margin of 15.2%. Net Profit amounted to 15.5 million euro compared with 14.0 million euro in the 12 months ended 31 March 2007 (+10.7%). NET FINANCIAL POSITION As of 31 March 2008 the Group had net cash for 28.5 million euro, an improvement of 2.6 million euro vs. net cash of 25.9 at 31 December 2007 and with an improvement of 76.4 million euro vs. Net Debt of 47.9 million euro at 31 March 2007. In the 12 months 2007/08 the Group’s net financial position improved thanks to a good operating cashflow generation and to the 73.8 million euro (gross of related costs) of IPO proceeds. On November 8 2007 Damiani listed its ordinary shares on the STAR segment managed by Borsa Italiana. The manager in charge of preparing the company’s financial reports (Gilberto Frola) declares, pursuant to paragraph 2 article 154-bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the documented results, books and accounting entries on the basis on best estimations available. Trading commencement date: 08.11.2007 Operation Listing Partners: Unicredit and Merrill Lynch
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21/05/2008 02:00 Press release
Milan, May 21, 2008 –Damiani S.p.A. (Milan, Star: DMN), announces that, Giulia De Luca will resign from the role of General Manager and CFO of Damiani Group, for personal motivations, while maintaining her role as a member of the Board of Directors of Damiani S.p.A. Starting from August 2008, Guido Damiani, CEO of Damiani Group, with the Group’s management team, will assume the role of Giulia De Luca, in order to guarantee full continuity with the Group’s strategy. Damiani Group thanks Giulia De Luca for the great commitment she has demonstrated in her role and for the important contribution she will continue to give to the Group in future. Trading commencement date: 08.11.2007 Operation Listing Partners: Unicredit and Merrill Lynch
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13/06/2008 00:00 Damiani S.p.A: Board of Directors approves FY 2007/08 annual report ending March 31, 2008
- Total consolidated revenues: 174.1 million euro, +4.8% yoy at constant exchange rates (+3.7% at current exchange rates) - Retail channel revenues: 9.9 million euro, +9.2% yoy at constant exchange rates (+7.5% at current exchange rates) - Consolidated EBITDA: 28.6 million euro, +3.0% yoy with a 16.4% margin - Consolidated EBIT: 26.1 million euro, +5.2% yoy - Net Profit: 15.1 million euro, +7.9% yoy - Net financial position: net cash of 28.4 milion euro, with an improvement of 2.5 million of euro compared to 31 december 2007 and with an improvement of 76.3 million euro compared to 31 March 2007 Milan, June 13, 2008 – The Board of Directors of Damiani S.p.A. (Milan, Star: DMN), the parent company of the Damiani Group, a creator, producer and distributor of luxury and designer jewels in Italy and abroad, today approved the consolidated annual report of Damiani Group and the annual report of the parent Company Damiani S.p.A. ending 31st March 2008 . CONSOLIDATED REVENUES In FY 2007/08 Consolidated revenues increased +4.8% at constant exchange rates and +3,7% at current exchange rates and reached 174.1 million euro, compared to 168 million euro as of 31 March 2007. Revenues breakdown by channel In FY 2007/08, Wholesale revenues increased by 3.1% at constant exchange rates and by 1.9% at current exchange rates reaching 147.8 million euro compared to 145.0 million euro compared to the same period of last year. As of 31 March 2008 Retail revenues grew by 9,2% at constant exchange rates and by 7.5%, at current exchange rates. Retail revenues amounted to 9.9 million euro compared to 9.2 million euro as of March 31, 2007. This channel’s growth was substantially organic and driven by the success of the group’s collections among the final customers Other channels/other revenues at 31 March 2008 grew by 19.6% at constant exchange rates revenues and by 19.3%, at current exchange rates. Revenues amounted to 16.4 million euro compared to 13.7 million euro as of March 31, 2007. Revenues breakdown by Geographical Regions During the FY 2007/2008 Italian revenues amounted to 122.1 million euro (-4.4% yoy), accounting for 70.1% of consolidated turnover. The trend in the Italian market was influenced both by the strategic decision to select the Damiani wholesale customers, which started in 2004 is substantially completed at the end of December 2007and by a general slowdown in the domestic economy. In the Americas revenues improved by 28.7% at constant exchange rates and by 14.4% at current exchange rates reaching 7.8 million euro revenues (accounting for 4.5% of consolidated revenues) Also turnover in the Rest of the world made significant progress. Core revenues, net of non recurring revenues, amounted to 24.8 million euro improving by 25% (with an increase of 61.3% including non-recurring revenues), driven mainly by excellent performance of the Russian and Former Soviet Union market. During the last twelve months the Group started a penetration of the arabian markets in particular in the Emirates and Kuwait During FY 2007/08 Group revenues in Japan decreased by –4% at constant exchange rates and by –11.8% at current exchange rates reaching 11.8 million euro This result has been adversely affected by the slowdown of the economic environment and by the negative exchange rate. NETWORK MONOBRAND STORES As of March 31, 2008 the network of monobrand stores of the Group has 54 monobrand stores with 11 DOS ( 6 in Italy and 5 abroad) During FY 2007/08 the Group opened for Damiani brand 1 DOS in Bologna, 1 DOS in Tokyo (Ginza), 1 DOS in Paris and monobrand franchised store in Taipei, Dubai, Macao and Kuwait City, the second boutique in Hong Kong and for Bliss the Group opended 1 DOS in Rome, and 2 franchised stores, 1 in Mexico City and 1 in Milan OPERATING RESULTS AND NET PROFIT The Damiani Group closed FY 2007/08 with a consolidated EBITDA of 28.6 million euro, with an increase of 3.0% from 27.8 million euro as of March 31, 2007. Consolidated EBITDA margin was 16.4%, in line with the same period of previous year. Consolidated EBIT was 26.1 million euro, an increase of 5.2% from 24.8 million euro at March 31, 2007 with a margin of 15.0%. Net Profit amounted to 15.1 million euro compared with 14.0 million euro in the 12 months ended March 31 2007 (+7.9%). NET FINANCIAL POSITION As of 31 March 2008 the Group had net cash for 28.4 million euro, with an improvement of 2.5 million euro vs. net cash of 25.9 at 31 December 2007 and with an improvement of 76,3 million euro vs. Net Debt of 47.9 million euro at 31 March 2007. In the 12 months 2007/08 the Group’s net financial position improved thanks to a good operating cashflow generation and to the 68.7 million euro (net of related costs paid as of 31 March 2008) of IPO proceeds. On November 8, 2007 Damiani listed its ordinary shares on the STAR segment managed by Borsa Italiana. PARENT COMPANY RESULTS The parent company Damiani Spa closed FY2007/08 with total revenues of 101.5 million of euro and a net profit of 11.0 million of euro. BUYBACK PLAN In conformity with the authorization resolution regarding the purchase and disposal of own shares, that was approved by the Ordinary Shareholders Meeting held on February 22, 2008, the Board of Directors of Damiani SpA has approved today a plan to buy back its own shares to finance future industrial operations and for future employees stock options plans incentive plans based on financial instruments. As already authorized and communicated during the Shareholders’ meeting on February 22, 2008 Damiani Group has the option to purchase up to a maximum number of 8.250.000 ordinary shares at nominal value of 0,44 euro each and in any case not more than 10% of share capital for a period of 18 months from the date of the Shareholders’ meeting i.e. until August 22th, 2009. The purchase plan approved by the Board of Directrors refers to purchases to be carried starting from June 13th until the end of the Shareholders’ meeting authorization for a maximum number of 6,050,000 ordinary shares, with a nominal value of Euros 0,44 each, for a maximum total price of Euros 24,200,000. Euromobiliare Sim S.p.A. will execute the plan while observing all the parameters enforced by the laws. Specifically, the transactions will be carried out on the regulated stock market following the operational methodologies that are laid down in the organizational and management regulations of the market itself, which do not allow the direct linking of purchase trading proposals with pre-established sales trading proposals. Furthermore, Damiani S.p.A. shall purchase, in each Stock Exchange operating period, a number of shares that is no greater than 25% of the average daily volume of the shares that have been traded on the market and for this volume there is meant the average daily volume of shares traded during the twenty trading days prior to the date of purchase. All the transactions will be regulated at the normal arm’s length market price. In conformity with the authorization of the Shareholders’ Meeting the purchase price must be, as a maximum amount, no higher than 20% above the official price of the dealings recorded on the Computerized Stock Market on the previous day. In the case where purchases are made, Damiani will speedily communicate the details of the transactions that have been carried out and, specifically, the number of shares purchased, the average purchase price and the total price paid for them. At the end of the purchase plan the company shall see to it that the general public is informed regarding the outcome of the plan itself, while it remains understood that no absolute guarantee is given that the plan will be actuated. At the present day the company owns 2.200.000 own shares equal to 2,663% of share capital. The Board of Directors ruled to purpose to the shareholders’ meeting hold for next July 22 in I call at 10,00 in Hotel Ianua Centro Orafo “Coinor” Via Luigi Stanchi, 4 Valenza (AL) (and eventually in II call on July 23rd same place and time) allocate to reserves the net profit of Damiani SpA The manager in charge of preparing the company’s financial reports (Gilberto Frola) declares, pursuant to paragraph 2 article 154-bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the documented results, books and accounting entries on the basis on best estimations available. Trading commencement date: 08.11.2007 Operation Listing Partners: Unicredit and Merrill Lynch
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07/07/2008 00:00 Damiani S.p.A.: The Annual report of the Board of Directors on Corporate Governance published
Damiani S.p.A. (Milan, Star: DMN), the parent company of the Damiani Group, a creator, producer and distributor of luxury and designer jewels in Italy and abroad, announces that as per Article 89 3rd paragraph of the Consob Regulation 11971/1999, today the Annual Report on Corporate Governance was published. The Report is available for consultation at the registered office of the company, in Valenza (AL) on Via Del Santuario 46, in the Corporate Governance section of the corporate website at www.damiani.com Investor Relations and on the website of Borsa Italiana S.p.A. Company headquarters has also made available documentation regarding the agenda of the Shareholdres’ meeting set for next July 22, 2008 in first call and for the following day for a second call
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22/07/2008 00:00 Damiani S.p.A.: Shareholders’ Meeting approves FY 2007/08 annual report
Milan, July 22, 2008 – The Shareholders’ Meeting of Damiani S.p.A. (Milan, Star: DMN), the parent company of the Damiani Group, a creator, producer and distributor of luxury and designer jewels in Italy and abroad, today approved, in first call, the annual report of the parent Company Damiani S.p.A. ending 31st March 2008 . In FY 2007/08 Consolidated revenues reached 174.1 million euro, with an increase of 4.8% at constant exchange rates and with an increase of 3.7%, at current exchange rates, compared to 168 million euro as of 31 March 2007. The Damiani Group closed FY 2007/08 with a consolidated EBITDA of 28.6 million euro, with an increase of 3.0% from 27.8 million euro as of March 31, 2007. Net Profit amounted to 15.1 million euro compared with 14.0 million euro in the 12 months ended March 31 2007 (+7.9%). The Board of Directors ruled to allocate to reserves the net profit of Damiani SpA
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07/08/2008 00:00 Damiani S.p.A: Board of Directors approves the group’s interim report for the first quarter ending June 30, 2008 of financial year 2008/2009
- Consolidated revenues: 39.2 million euro (42.8 million euro* at June 30, 2007) - Retail revenues: 2.5 million euro (2.1 million euro* at June 30, 2007) - Consolidated EBITDA: 4.5 million euro (8.0 million euro* at June 30, 2007) - Consolidated EBIT: 3.8 million euro (7.3 million euro* at June 30, 2007) - Net Profit: 2.1 million euro (3.5 million euro* at June 30, 2007) - Net financial position: Net cash of 28.1 milion euro, with an improvement of 77.3 million euro compared to the net debt of 49.2 million euro as of June 30, 2007 Milan, August 7, 2008 – The Board of Directors of Damiani S.p.A. (Milan, Star: DMN), the parent company of the Damiani Group, a creator, producer and distributor of luxury and designer jewels in Italy and abroad, today approved the interim consolidated results for the first quarter ending June 30, 2008. CONSOLIDATED REVENUES During the first quarter of financial year 2008/2009 Group consolidated turnover reached 39.2 million euro compared to 42.8 million euro as of June 30, 2007, net of non recurring items equal to –8.1% at constant exchange rates and –8.5% at current exchange rates. Revenues breakdown by channel In the first quarter of financial year 2008/2009 retail revenues grew by 18.3% at constant exchange rates and by 16.6% at current exchange rates and amounted to 2.5 million euro compared to 2.1 million euro as of June 30, 2007. The improvement has been driven by both the good performance of existing DOS and by the contribution of new opened stores. The positive performance of the Group’s retail network confirms that retail customers highly appreciate the Group’s collection which further support the Group’s strategic decision to develop this channel. In the first quarter of financial year 2008/2009 wholesale revenues decreased by 12.4% at constant exchange rates and by 12.9% at current exchange rates reaching 34.2 million euro compared to 39.3 million euro as of the same period of the previous year, largely due to the decline in sales in the Italian market. Other channels/other revenues at June 30, 2008 had an improvement of 78.8%, at constant exchange rates and of 78.7% at current exchange rates with sales of 2.5 million euro versus 1.4 million euro* as of June 30, 2007. REVENEUS BREAKDOWN BY GEOGRAPHICAL REGIONS During the first quarter of financial year 2008/2009 Italian revenues amounted to 26.4 million euro (-16.4% vs. June 30, 2007), accounting for 67.5% of consolidated turnover. The trend in the Italian market was influenced by a general slowdown in the wholesale channel sales only partially offset by the sound growth in the retail channel. In the Americas, revenues (accounting for 5.8% of consolidated revenues) reached 2.3 million euro with an increase of 8.0% at constant exchange rates revenues ( –2.2% at current exchange rates) compared to June 30, 2007. At June 30, 2008 revenues in Japan reached 2.2 million euro with an improvement of 18.8% at constant exchange rates and of 18.5% at current exchange rates compared to the same period of the previous year. This result has been largely driven by the strong Damiani brand performance. During the first quarter of financial year 2008/2009 revenues in the Rest of the World amounted to 8.3 million euro improving by 17.8% compared to 7.0 million euro al June 30, 2007 mainly driven by the positive trend in Russia and in the Former Soviet Republics markets. MONOBRAND STORES NETWORK At June 30, 2008, the Group monobrand store network included 56 boutiques of which 14 DOS (8 in Italy and 6 abroad). During the first quarter Damiani opened 1 boutique in Los Angeles, 1 boutique BLISS in Brescia and 1 boutique BLISS in Alessandria. OPERATING RESULTS AND NET PROFIT Damiani Group closed the first quarter of financial year 2008/2009 with consolidated EBITDA of 4.5 million euro, with a slowdown of 43.5% compared to 7.9 million euro* as of June 30, 2007. Consolidated EBITDA margin was 11.5%, in decrease versus 18,6%* the same period of fiscal year 2007/2008. The EBITDA slowdown during the first quarter of financial year 2008/2009, in addition to the decrease in sales, is due to an increase of general SG&A costs, partially offset by the good control of raw material costs. Despite the strong increase, especially in gold, in the quarter raw material and service costs remained substantially steady as of % of sales and were equal to 38.8% on June 30, 2008 versus 38.6% as of the same period of last year. The increase in SG&A costs refers to higher costs related to strategic investments in production and distribution, which will bear benefits within the next quarters, especially in the third one (October-December 2008) when the most part of sales are historically concentrated. During 2007 the Group has expanded its internal production capacity developing its subsidiary Laboratorio Damiani, which is now in fully operated and required the introduction of about 50 new hiring. Moreover, compared to the first quarter of financial year 2007/2008, the Group has opened 6 DOS which have engendered an increase in lease and management costs in addition to the new staff to operate in the stores. Finally, also the introduction of new professional employees following to the Damiani IPO has affected on the personnel costs. Consolidated EBIT was 3.8 million euro, with a decrease of 47.7% from 7.3 million euro* at June 30, 2007 with a margin of 9.8%. Net Profit amounted to 2.1 million euro compared with 3.5 million euro* achieved on June 30, 2007 (-40.4%). NET FINANCIAL POSITION At June 30, 2008 the Group had net cash for 28.1 million euro, a decrease of 0.3 million euro compared to 28.4 million euro at March 31, 2008, with an improvement of 77.3 million euro versus Financial Net Debt of 49.2 million euro as of June 30, 2007. The Group’s net financial position has improved thanks to a good cashflow generation and to the 67 million euro (net of related costs) of IPO proceeds. On November 8, 2007 Damiani listed its ordinary shares on the STAR segment managed by Borsa Italiana. SHARE BUYBACK PLAN UPDATE At June 30, 2008 n. 2.479.622 ordinary shares were purchased, equal to 3,002% of the Damiani S.p.A. share capital with a total outlay of 5.2 million euro and with an average price of 2,107 Euro per share. GROUP’S ACTIVITIES Last June, during the opening of the Rodeo drive boutique in Los Angeles, Damiani has introduced its new testimonial Sharon Stone. The star will go with a new advertising campaign already published in Italy and that will be soon extended abroad. Sharon Stone strong personality and her natural elegance are perfect performers of a wholly women dedicated campaign that refers both to women and men thanks to the strength of the communication, the stunning beauty of the subject and the image of the products. During the meeting the Board of Directors took note that Giulia De Luca has resigned from her position, as already announced on May 21, 2008. She will continue to be part of the Board of Directors as non executive member. Finally the Board has appointed the executive Director Stefano Graidi as manager responsible for the internal control system of the Group. * Data at June 30, 2007 are net of 7.6 million euro of non recurring revenues related to real estate operations The manager in charge of preparing the company’s financial reports (Gilberto Frola) declares, pursuant to paragraph 2 article 154-bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the documented results, books and accounting entries. Trading commencement date: 08.11.2007 Operation Listing Partners: Unicredit and Merrill Lynch
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16/09/2008 00:00 Damiani S.p.A. purchases 100% of Rocca S.p.A.
Milan, September 16, 2008 – Damiani S.p.A. (Milano, Star: DMN) the flagship company of the Damiani Group active in creating, producing and distributing high end jewels and design in Italy and abroad, has announced the purchase of 100% of company capital in Rocca S.p.A. from W.J.R. S.A., a company belonging to the Damiani family. The purchase price is 7 million Euro, 2.05 million Euro of which comes from the sale of 1.000.000 own shares of Damiani S.p.A., valued at book value and the rest, representing € 4.95 million, through available cash. This purchase enables the Damiani Group to strengthen its retail sector and further consolidate its leadership in the Italian market. Founded over 200 years ago, Rocca S.p.A., is the main chain in Italy for the sale of watches and high end jewelry, with 22 stores under direct management (some are already franchisees of the Damiani Group) and visibility on the most prestigious business streets of Italian and Swiss cities. Rocca - said Guido Damiani, President and CEO of Damiani S.p.A. – is a unique company in the Italian market, the high end jewellery retail and watch retail chain, leader in Italy, and is part of our expansion strategy to maximize the distribution network of our Group and allow ourselves to further develop synergies with existing Group brands.” Rocca acquisition with its format replicable abroad, allows to enhance the penetration of all Damiani Group’s brands within multibrand stores to further reinforce national and international expansion In the financial year 2007, (consolidated data IFRS pro-forma) Rocca S.p.A. declared pro-forma consolidated revenues of approximately 39.2 million Euro, an EBITDA of approximately 1.3 million Euro and a yearly loss of approximately 2 million Euro. As at December 31, 2007, its Net Financial Position was negative in the amount of 25.8 million Euro and its Net equity was 6.5 million Euro. As the operation is in part connected and subject to a standard check by the Issuer, it was resolved by the Board of Directors, following the opinion of the committee for internal auditing and with the help of Euromobiliare SIM, as financial advisor. The Company will make public the informational documentation as per Art. 71-b of the Issuer Regulation, in the time frame and manner foreseen under the law in force. The legal advisor for the Damiani Group for the operation was Studio Biscozzi Nobili. Damiani S.p.A. (DMN) is quoted in the Star section Start up negotiation date: Nov. 8, 2007 Listing Partners for the operation: Unicredit and Merrill Lynch Damiani S.p.A. Damiani S.p.A. is the flagship company of the Damiani Group, a leader in the Italian market in the production and sales of high end jewelry and design and active in the jewelry sector with prestigious brands, such as Damiani, Calderoni, Salvini, Alfieri & St. John e Bliss. Master craftsmen since 1924, the Damiani Group is proud of its long tradition in goldsmith art which it interprets today with the same innovative spirit as at its beginnings, holding an unbeaten record of 22 Diamonds International Awards (18 Damiani Awards and 4 Calderoni Awards). Each jewel created by Damiani is made by hand in respect for the highest traditions of craftsmanship and elegance in Made in Italy style. The Damiani Group is active in Italy and major world markets via a company allowing it to defend European, American and Asian markets: specifically, Damiani International BV (with headquarters in Amsterdam), Damiani USA Corp. (with headquarters in New York) and Damiani Japan K.K. (with headquarters in Tokyo). Following purchases, the Group, with more than 700 employees, manages 39 direct points of sale besides 37 sales points in franchising located on the main streets of Italian and international fashion. Rocca S.p.A. The Rocca tradition of master crafted watch making goes back to 1794 and the company later became the official supplier to the House of Savoia. It is among the most important Italian importers of Swiss watches and over the years has welcomed among its clients in its boutiques famous historical figures like Cavour, Garibaldi, D’Annunzio, Verdi and Pirandello. For additional information: Paola Maini Paola Burzi Corporate Media Relations Investor Relations Officer Damiani Group Damiani Group Tel: +39 02.46716237 Tel: +39 02.46716340 Email: paolamaini@damiani.it Email: paolaburzi@damiani.it Simona Raffaelli, Valentina Burlando Image Building Tel. +39 02.89.01.13.00 Email: damiani@imagebuilding.it
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18/09/2008 00:00 Damiani S.p.A.: press release
PRESS RELEASE As per Art. 114, paragraph 5, Leg. Decree n. 58/98 Milan, September 18, 2008 – In prompt respect for the request from Consob as per Art.114, paragraph 5, of Legislative Decree n. 58/98, and in reference to the purchase of Rocca S.p.A. made public in a press release on September 16th, Damiani S.p.A. supplies the following information, which is in the Information Document that will be made public under the laws in force as per Art. 71 bis of the Regulatory Issuers. 1) DESCRIPTION OF THE RISKS CONCERNING A POTENTIAL CONFLICT OF INTEREST BETWEEN PARTIES INVOLVED IN THE PURCHASE OPERATION. Given that on September 15, 2008 Damiani S.p.A. purchased the entire share capital of Rocca S.p.A. from W.J.R. Participations S.A., a company indirectly owned wholly participated by the Damiani Brothers and controlled by Guido Grassi Damiani, the administrators of the Issuer, Guido, Giorgio and Silvia Grassi Damiani, have interests relevant to definitions under Art. 2391 of the civil code regarding the sale conditions and in particular the agreed upon sales price. In this regard, the administrators interested in this matter have supplied the other members of the administrative body and the board of auditors all information required by law and the procedures of corporate governance adopted by Damiani S.p.A. regarding, specifically, the nature of the relationship between Damiani S.p.A. and WJR Participations S.A., and the nature, level, origin and terms of their interests in the operation as per Art. 2391 of the civil code. 2) ESTIMATES REGARDING THE CONGRUITY OF THE PURCHASE PRICE AND THE OPINION OF INDEPENDENT EXPERTS TO SUSTAIN THE CONGRUITY OF THE ESTIMATES Considering that the operation involves connected parts, and that, in accordance with the procedures of corporate governance adopted by the Company, the Board of Directors of Damiani S.p.A., on June 26, 2008, resolved to begin an in-depth study, first for the approval of the operation later resolved by the administrative body on September 15, 2008. Dr. Stefano Graidi, the Company director, together with the Committee for Internal Auditing, appointed Euromobiliare SIM as the Financial Advisor for the operation, considering the high professionalism and prestige he hold on a national level for such operations. In this regard, it is clear that no relationship of involvement between Euromobiliare SIM and (i) the Issuer, (ii) their affiliates and (iii) the subjects who control the Issuer exist and that the directors of the company mentioned in points (i) and (ii) do not have business relationships with Euromobiliare SIM. Euromobiliare SIM is the company made responsible by the Issuer to proceed with the purchase of own shares in conformance with the aforementioned shareholders’ authorization; this relationship is not considered relevant to the question of the independence of the Financial Advisor and conferring this responsibility upon The mandate conferred on the Financial Advisor foresees assistance in structuring the operation, coordinating the activity of Due Diligence, evaluating the financial capital of Rocca Group and communicating with the market. In evaluating the financial capital of the Company, the financial Advisor based his reasoning on a set of evaluation methodologies to estimate the worth of Rocca S.p.A., in line with national and international standards and keeping in mind the objectives of the estimate, the characteristics of the company, its manner of operating and the reference market in which it works; specifically, these criteria were used: (i) the net equity pro-forma consolidated worth as at December 31, 2007 compiled by IFRS, also in the adjusted version foreseen for 2008; (ii) the realized value, under an option of company discontinuation; (iii) actualised cash flow, under the option of company continuation and in an inclusive version of implement able synergies by the Damien Group; (iv) evaluations recognized in the context of comparable purchases carried out in the sector between 2005 and August, 2008; (v) market evaluations concerning a sample of companies with like quotes based on the same criteria (not considering singularly, but as an indivisible part of a process of entire evaluation) Euromobiliare SIM set a range of values for the financial capital of the Company. The Damiani Board of Directors, recognizing the work carried out by the financial Advisor and having shared the methodology used and the results obtained, considering also the results of legal and fiscal due diligence and the expertise of a Cushman & Wakefield regarding the value of the severance pay for certain stores in the Rocca Group, resolved 7 million Euro as the price to purchase the entire company capital of the Company, identifying that price in the low range of pre-synergy value determined by the Financial Advisor; Euromobiliare SIM issued a like opinion from a financial point of view. 3) ILLUSTRATIONS OF THE ECONOMIC RATIONALE TO COMPLETE THE OPERATION AND THE RELEVANT ECONOMIC PATRIMONIAL AND FINANCIAL EFFECTS The operation was carried out to allow the Damiani Group to quickly purchase the entire network of Rocca stores on the Italian and Swiss market, to generate a positive effect on on the consolidated turnover of the Damiani Group in the current financial year and in the perspective to: a) reinforce our brand presence on the various sites that have high prestige, thereby increasing the popularity of various portfolio brands and increasing the margins and turnover of the Damiani Group also through the boutiques managed by the Rocca Group; b) exploit the brand variety of the Group, which, comprising five complementary brands, has an appropriate place inside the multibrand stores of the Rocca Group; c) acquire the know how developed by the Rocca Group’s management in over 200 years of tradition in managing high end jewellery and watch making, aiming to strengthen its presence in the retail channel. d) activate, specifically, a selective policy aimed at the development of the retail channel, through mono-brand stores (launching new brands or strengthening the leadership of existing ones) and in a medium-long term strategy through multi-brand stores conforming to the management tradition and development of stores in the Rocca Group; e) evaluate synergies derived from the integration aimed at reducing existing structural costs. Following is an estimate of the main business, patrimonial and pro-forma financial effects of the purchase of the Rocca Group on the consolidated balance of the Damiani Group for the year closed at march 31, 2008: the consolidated pro-forma revenues would have amounted to approximately Euro 205.6 million; the pro-forma consolidated operating result Euro 23.9 million; the net pro-forma consolidated profit Euro 11.8 million; the consolidated pro-forma net equity Euro 153.3 million; the net pro-forma consolidated financial position negative for Euro 2.7 million. Damiani Group’s acquisition of Rocca Group occurred between entities controlled by common subjects and therefore is defined as an operation between entities “under common control” in the sphere of company reorganization operations in which the participating companies are controlled by the same entity, whether before or after aggregation, and this control is not transitory. The accounting treatment of such operations is not currently covered by IFRS guidelines, and, therefore, in keeping with these guidelines, one must refer to “similar” accounting principles. Under these circumstances both market protocols and the IFRS 1 document Preliminary Interpretative Orientation. On the basis of such criteria, the acquisition must be accounted for by maintaining historical values. Consequently any greater or lesser amounts which may be paid or received over the course of the acquisition with respect to historical values, will be treated respectively as either a distribution of capital or as an increase of patrimonial reserves. 4) ESTIMATES MADE IN RELATION TO THE USE OF COMPANY-OWNED SHARES, TAKING INTO ACCOUNT THE OBJECTIVES INDICATED IN THE GENERAL SHAREHOLDERS’ MEETING OF AUTHORIZATION OF ACQUISITION OF SUCH SHARES On February 22, 2008, the General Shareholders’Meeting of Damiani S.p.A. Shareholders authorized the company’s administration to make available, either in whole or in part, shares which had been acquired by the company itself, also but not only in order to finalize industrial aggregation projects such as the acquisition of the Rocca Group. That said, the Board of Directors felt it best to correspond part of the price of shares through the use of part of the own shares held in the portfolio, in the sum of 1,000,000 of 3,117,614 held on September 12, 2008. Towards this end, it was felt that the purchase, in indirect way, by Damiani Brothers referred to own shares of Damiani S.p.A. could constitute, for the market, a further sign of trust regarding the Company, even more so, among other considerations, that the operation had been valued, in the Damiani Group’s interest, at an average price and more than 15% vs the current values in the Italian stock market on the day of closing of the operation. 5) BODIES OR ADMINISTRATORS WHO LED OR PARTICIPATED IN THE NEGOTIATIONS &/OR SET UP THE OPERATION On June 26, 2008 the Board of Directors of Damiani S.p.A., with the previous favourable opinion pf the Committee for Internal Auditing, resolved to begin an in depth study under the care of an internal work group coordinated by an Company manager, activity in which the President of the Committee for Internal Control, Doctor Giancarlo Malerba took part. Updates regarding the activity carried out by the work group and by the Financial Advisor Euromobiliare SIM periodically came under the attention of the Committee for Internal Auditing (which met on June 26, 2008, July 8, 2008, July 15, 2008 July 18, 2008 and September 4, 2008. On September 15, 2008, the Board of Directors of Damiani S.p.A., with the prior favourable opinion of the Committee for Internal Auditing, approved the operation with unanimous vote except for the abstension of the Damiani’s brothers and gave Dr. Giancarlo Malerba the mandate to underwrite the purchase agreement for shares in Rocca S.p.A. 6) INFORMATION REGARDING VARIATIONS IN COMPENSATIONI Changes in the amount of compensation of Damiani S.p.A. administrators and their affiliates are not foreseen under terms of this operation The Company will make available the information document required as per Art. 71-b of the Regulatory Issuer in the timeframe and manner foreseen under the law. Damiani S.p.A. Damiani S.p.A. is the flagship company of the Damiani Group, a leader in the Italian market for the production and sales of high-end jewels and design and active in the jewellery sector with prestigious brands such as Damiani, Calderoni, Salvini, Alfieri & St. John and Bliss. Master craftsmen since 1924, the Damiani Group is proud of its long tradition in goldsmith art which it still today interprets with the same innovative style as at its beginnings. Damiani holds an unbeatable record of 22 Diamonds International Awards (18 Damiani Awards and 4 Calderoni Awards). Each Damiani jewel is hand-made out of respect for the the highest traditions of craftsmanship and elegance of Made in Italy style. With over 500 employees, the Damiani Group is present in Italy and the main world markets with companies that allow it to lead in the European, American and Asian markets. Specifically, Damiani International BV (with headquarters in Amsterdam), Damiani USA Corp. (with headquarters in New York); Damiani Japan K.K. (with headquarters in Tokyo). The post-purchase Group has over 700 employees and manages 39 direct points of sale in besides over 37 more in franchising located on the main Italian and international fashion streets. For additional information: Paola Maini Corporate Media Relations Damiani Group Tel: +39 02.46716237 Email: paolamaini@damiani.it Paola Burzi Investor Relations Officer Damiani Group Tel: +39 02.46716340 Email: paolaburzi@damiani.it Simona Raffaelli, Valentina Burlando Image Building Tel. +39 02.89.01.13.00 Email: damiani@imagebuilding.it
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29/09/2008 02:00 Information Document Rocca Acquisition
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26/11/2008 00:00 Damiani S.p.A.: Board of Directors
PRESS RELEASE Damiani S.p.A: Board of Directors approves the group’s first half interim report at September 30, 20081 · Consolidated revenues: 66.1 million euro (74.2 million euro at September 30, 2007(2)) · Retail revenues: 6.7 million euro (4.2 million euro at September 30, 2007) · Consolidated EBITDA: 4.5 million euro (10.3 million euro at September 30, 2007(2)) · Consolidated EBIT: 2.8 million euro (9.0 million euro at September 30, 2007(2)) · Net Profit: 1.8 million euro (3.4 million euro at September 30, 2007(2)) · Net financial position: Net debt of 31.3 million euro, an improvement of 15.5 million euro compared to the net debt of 46.8 million euro as of September 30, 2007(3) Milan, November 26, 2008 – The Board of Directors of Damiani S.p.A. (Milan, Star: DMN), the parent company of the Damiani Group, active in the design, production and distribution of luxury and designer jewellery in Italy and abroad, today approved the interim consolidated results for the first six-months ending on September 30, 2008. CONSOLIDATED REVENUES During the first half of the financial year 2008/09, Group consolidated revenues amounted to 66.1 million euro compared to 74.2 million euro recorded during the same period in the previous financial year, a decline of 10.3% at constant exchange rates and 10.9% at current exchange rates. Revenues breakdown by distribution channel In the first half of financial year 2008/09, retail revenues amounted to 6.7 million euro, up by 60.1% at constant exchange rates (+18% net of Rocca revenues) and by 58.6% at current exchange rates, when compared to the 4.2 million euro of retail revenues recorded as of September 30, 2007. The positive trend of the retail sales is attributable both to the good performance of the existing Directly Operated Stores (DOS) in Italy, the increased number of DOS, and the Rocca boutiques, included in the perimeter of operations starting September 1, 2008(1). In the first half of financial year 2008/09 wholesale revenues amounted to 51.6 million euro, a decrease of 22.5% at constant exchange rates and 22.9% at current exchange rates compared to 66.9 million euro recorded in the same period of the previous year.This decrease is mainly due to the stagnation of the Italian market. Other channels/other revenues amounted to 7.8 million euro as of September 30, 2008, a significant improvement compared to the 3.0 million euro recorded as of September 30, 2007. REVENEUS BREAKDOWN BY GEOGRAPHICAL REGION During the first half of financial year 2008/2009, revenues for Italy amounted to 44.0 million euro (-15.1% vs. September 30, 2007), equal to 66.6% of consolidated revenues. This decrease is mainly due to a slowdown in the wholesale revenues, partially offset by the increase in the sales of the retail channel where the Group is concentrating a significant part of its investments with the goal of increasing its presence in the Italian market and of establishing a more direct relationship with the end customers that appreciate the brands of the Group and the contribution of the multi-brand Rocca boutiques from September 1, 2008. In the Americas, revenues (accounting for 6.3% of consolidated revenues) amounted to 4.2 million euro, up by 13.1% at constant exchange rates revenues (+2.6% at current exchange rates) compared to September 30, 2007. As of September 30, 2008, revenues in Japan amounted to 4.5 million euro, down by 8.2% at constant exchange rates and of 8.3% at current exchange rates compared to the same period of the previous year). This trend reflects the negative effect of the stagnation in Japanese consumption. During the first half year of the financial year 2008/09, revenues in the Rest of the World amounted to 13.4 million euro, an improvement of 0.9% compared to 13.3 million euro at September 30, 2007, net of non recurring revenues. Some countries where the Group is increasing its presence, in particular the former Soviet Union Republics and the Middle East are showing growth. STORES NETWORK As of September 30, 2008, following the acquisition of Rocca S.p.A, the Group operates through 41 directly operating stores (of which 23 directly managed by Rocca Group), in addition to 36 stores held under franchise which are located in the most prestigious streets of both Italian and International fashion. During the first half 2008/09, the Group opened several new monobrand boutiques directly managed including: 1 in Los Angeles, 1 in Turin and 1 in Naples for the Damiani brand; 1 in Brescia, 1 in Alessandria, 1 in Turin and 1 boutique in franchising in Osaka for the Bliss brand. The opening of this boutique in Japan, a country that is the number one consumer of luxury goods in the world, is in line with the plan of making Bliss an internationally recognized brand. The Group also opened 1 Salvini boutique and 1 Calderoni boutique in Milan. OPERATING RESULTS AND NET PROFIT Damiani Group closed the first half of the financial year 2008/09 with consolidated EBITDA of 4.5 million euro, representing a decrease of 56.5% compared to 10.3 million euro reported as of September 30, 2007. Consolidated EBITDA margin was 6.8%, down by 13.9% when compared to the same period for the financial year 2007/08. The reduction in EBITDA for the first half of financial year 2008/2009, in addition to the decrease in sales, is mainly due to an increase in operating costs (for services and personnel), while the cost for raw materials and other materials (including the cost of finished goods) remained substantially the same in terms of percentage on revenues. In fact, despite the increase in the price of raw materials, in particular of gold, these costs were equal to 39.6% as of September 30, 2008 versus 39.1% as of September 30, 2007. The increase of other costs is due to both the higher structural costs incurred for the strategic development of the retail channel, the increase of the internal production capacity and for the new professional employees related to the listing process. Consolidated EBIT was 2.8 million euro, a decrease of 68.5% compared to the 9 million euro recorded on September 30, 2007, with a margin on revenues of 4.3%. Net Profit for the first half of the financial year 2008/09 amounted to 1.8 million euro compared with 3.4 million euro reported at September 30, 2007, net of the non recurring items (a decline of 46.5% compared to September 30, 2007). NET FINANCIAL POSITION In the first half of the year 2008/09, the Damiani Group reported a financial indebtedness of 31,3 million euro, an improvement of 15,5 million euro compared to 46,8 million euro as of September 30, 2007, but in decrease of 59,7 million euro compared with the net cash of 28,4 million euro at March 31, 2008. The variation is mainly due to the consolidation of the Rocca Group (that had a net financial indebtedness of 39.7 million euro as of September 30, 2008), and to the cash outlay for the acquisition of this group (Rocca S.p.A.) and for the share buyback plan. SHARE BUYBACK PLAN UPDATE As of September 30, 2008, 2,256,223 ordinary shares were purchased, equal to 2.73% of the Damiani S.p.A. share capital with a total outlay of 4.6 million euro and an average price of 2.02 euro per share. SIGNIFICANT EVENTS OCCURRED DURING THE FIRST HALF ENDING AT SEPTEMBER 30, 2008 On September 15, 2008 Damiani S.p.A. acquired 100% of the share capital of Rocca S.p.A, the leading retail chain in Italy for the sale of high end watches and jewellery. The value of the transaction was 7 millions euro. Thanks to this acquisition the Damiani Group strengthened its position in the retail segment and also consolidated its leadership in the domestic market. On September 29, 2008, Damiani S.p.A. signed an agreement with a local partner for the commercial distribution of the Bliss brand in Japan. The agreement also covered the opening, by 2013, of more than 40 Bliss single-brand sales outlets throughout Japan, the first ones already having been opened in Tokyo (in the Ginza, Shinjuku, Ikebukuro) and Osaka areas. During this first half year the Group signed two agreements for the production of jewellery collections for Maison Martin Margiela and Jil Sander, making its production capacity to companies outside the Group,that have turned to Damiani for its well known expertise and quality in the production of jewellery.
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12/02/2009 00:00 Damiani S.p.A:Board of Directors approves the consolidated financial third quarter report as of December 31, 2008 for the first 9 months of FY2008/2009
Damiani S.p.A:Board of Directors approves the consolidated financial third quarter report as of December 31, 2008 for the first 9 months of FY2008/2009 - Consolidated revenues: 126.8 million euro (142.3 million euro at December 31, 2007(2)) - Retail revenues: 18.8 million euro (7.6 million euro at December 31, 2007) - Consolidated EBITDA: 14.7 million euro (26.0 million euro at December 31, 2007(2)) - Consolidated EBIT: 11.7 million euro (24.3 million euro at December 31, 2007(2)) - Net Profit: 7.7 million euro (13.9 million euro at December 31, 2007(2)) - Net financial position: Net debt of 39.2 million euro (net cash of 25.9 million euro as of December 31, 2007(3)) Milan, February 12, 2009 ? The Board of Directors of Damiani S.p.A. (Milan, Star: DMN), the parent company of the Damiani Group, active in the design, production and distribution of luxury and designer jewellery in Italy and abroad, today approved the consolidated third quarter report for the first 9 months ending on December 31, 2008. CONSOLIDATED REVENUES During the first 9 months of the financial year 2008/09, Group consolidated revenues amounted to 126.8 million euro, a decline of 10.9% at current exchange rates compared to 142.3 million euro recorded during the same period of the previous year (-11.0% at constant exchange rates). Revenues breakdown by distribution channel Retail revenues amounted to 18.8 million euro, as of December 31 2008, up by 146.4% at current exchange rates (+146% at constant exchange rates), compared to the 7.6 million euro of retail revenues as of December 31, 2007 and up by 14% at constant exchange rates net of Rocca multibrand stores revenues). The positive trend of the retail sales is due to the increased number of DOS, and the Rocca boutiques, included in the perimeter of operations starting September 1, 2008(1). In the first 9 months of financial year 2008/09, Wholesale revenues amounted to 96.5 million euro, (76.1% of consolidated sales) with a decrease of 24.7% at current exchange rates (24.8% at constant exchange rates) compared to 128.2 million euro recorded in the same period of the previous year. Other channels/other revenues amounted to 11.4 million euro as of December 31, 2008, up by 76.8% at current exchange rates compared to the 6.5 million euro as of December 31, 2007 (+77.2 at constant exchange rates). REVENEUS BREAKDOWN BY GEOGRAPHICAL REGION During the first 9 months of financial year 2008/2009, revenues for Italy amounted to 92.6 million euro (-11.6% vs. December 31, 2007), equal to 73% of consolidated revenues. This decrease is mainly due to a slowdown in the wholesale revenues, as a consequence of Italian economic environment only partially offset by the increase in the sales of the retail channel thanks to the contribution of the Rocca multibrand boutiques. In the Americas, during the first 9 months of financial year 2008/2009, revenues, accounting for 5.3% of consolidated revenues, amounted to 6.7 million euro, down by 9.4% at current exchange rates revenues (-5.2% at constant exchange rates) compared to December 31, 2007 as an effect of the general slowdown in consumption. As of December 31, 2008, revenues in Japan amounted to 7.5 million euro, down by 17% at current exchange rates (-22.9% at constant exchange rates) compared to the same period of the previous year as a consequence of the wholesale slowdown while the positive performance of the retail channel. During the first 9 months of the financial year 2008/09, revenues in the Rest of the World amounted to 20.0 million euro, with a decrease of 5.4% (net of non recurring revenues) mainly due to the decrease in wholesale channel in some regions which have been more affected by the decrease in the consumer demand (in particular Western Europe). STORES NETWORK As of December 31, 2008, the Group operates through 43 directly operated stores, in addition to 40 franchising stores located in the most prestigious Italian and international fashion streets. During the first 9 months 2008/09, the Group opened 11 dos directly managed including: 1 in Los Angeles, 1 in St. Moritz, 1 in Turin and 1 in Naples for the Damiani brand. For Bliss the Group opened 1 DOS in Brescia, 1 in Alessandria, 1 in Turin and 4 franchising stores in Tokyo (in Omotesando, Ginza, Shinjuku, Ikebukuro areas) and 1 in Osaka (in Shinsaibashi). The openings in Japan, the first consumer of luxury goods in the world, is in line with the plan of making Bliss an internationally recognized brand. The Group also opened 1 Salvini boutique and 1 Calderoni boutique in Milan, 1 Rocca Multibrand boutique in Rome and 1 in Genoa. Abroad the Group opened in franchising 1 boutique in Odessa and the second boutique in Dubai both with the Damiani brand. OPERATING RESULTS AND NET PROFIT1 Damiani Group closed the first 9 months of the financial year 2008/09 with consolidated EBITDA of 14.7 million euro, representing a decrease of 43.4% compared to 26.0 million euro as of December 31, 2007. Consolidated EBITDA margin was 11.6%. Consolidated EBIT was 11.7 million euro, a decrease of 52% compared to the 24.3 million euro on December 31, 2007, with a margin on revenues of 9.2%. Net Profit for the first 9 months of the financial year 2008/09 amounted to 7.7 million euro compared to 13.9 million euro at December 31, 2007, a decline of 44.6% compared to December 31, 2007. NET FINANCIAL POSITION In the first 9 months of the year 2008/09, the Damiani Group reported a net debt of 39.2 million euro, an increase of 67.7 million euro compared to 28.4 million euro of net cash as of March 31, 2008, with an increase of 65.1 million euro compared with the net cash of 25.9 million euro at December 31, 2007. The change is mainly due to the consolidation of the Rocca Group which has caused a negative effect on the Group net financial position, at 31 December 2008 of 29.8 million euro, and to the cash outlay for its acquisition, as well as the seasonality of the net working capital and for the share buyback plan. SHARE BUYBACK PLAN UPDATE As of December 31, 2008, 3,354,566 ordinary shares were purchased, equal to 4.061% of the Damiani S.p.A. share capital with a total outlay of 5.7 million euro and an average price of 1.70 euro per share. SIGNIFICANT EVENTS OCCURRED DURING THE FIRST 9 MONTHS ENDING AT DECEMBER 31, 2008 Damiani S.p.A. relaunched the brand Calderoni and acquired 100% of the share capital of Rocca S.p.A, which become part of the Group as a distribution brand besides the already existing 5 brands. In addition, the Group signed a partnership agreement to distribute Bliss products in Japan and two agreements with Maison Martin Margiela and Jil Sander, for the production of jewellery collections, so making its expertise available for companies outside the Group, who chose Damiani for its well known and superior quality in the production of jewellery.
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02/03/2009 00:00 Damiani S.p.A.: Shareholders' Meeting Call
Milan, March 2, 2009 – The Board of Directors of Damiani S.p.A. (Milan, Star: DMN), in the context of streamlining its structure to face the new economic challenge, has called a Shareholders’ Meeting to nominate a new Board of Directors in order to reduce the number of directors. At the meeting, set for April 3, 2009 in a first call and for April 6, 2009 in a second call, a roll call vote, as per Article 16 of Corporate by law will be applied to allow members who hold at least 2.5% of Share Capital to present their own list containing a maximum number of 15 candidates. In respect to regulations in force, the majority of the Directors have tendered their resignations set to take effect on the date that the new Board of Directors is constituted. At the same Meeting, in extraordinary session, a proposal will be made, to have an abbreviated version for the Company name.
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03/04/2009 00:00 Damiani S.p.A.: The Shareholders’ Meeting appointed the Board of Directors
Milan, April 3, 2009 – Today Shareholders’ Meeting of Damiani S.p.A. (Milan, Star: DMN) appointed the group’s new Board of Directors which will be in office until the approval of the results for the fiscal year ending 31/3/2012 and set the number of board members equal to seven. The appointment of the new Board of Directors came through the vote on proposed lists, as for the Art. 16 of the Company Statutes: six board members (Guido, Giorgio and Silvia Grassi Damiani, Stefano Graidi, Giancarlo Malerba and Fabrizio Redaelli, the latter holding the requirements of independence as for Art. 148, paragraph 3, TUF, as well as Art. 3 of the Code of Corporate Governance of listed companies) were elected from the list presented by the majority partner Leading Jewels S.A.; a board member (Roberta Benaglia, holding the requirements of independence as for Art. 148, paragraph 3, TUF, together with those in Art. 3 of the Code of Corporate Governance of Quoted Companies) was appointed from the list presented by minority partner DPGA SGR Sp.A. In an extraordinary session, the Shareholders’ Meeting also approved an integration to the firm name by presenting an abbreviated form of the name itself.. The Board of Directors immediately after the Meeting, appointed unanimously: - Guido Grassi Damiani as Chairman of the Board of Directors and Managing Director of the Company, and also confirmed delegating powers to board members Giorgio and Silvia Grassi Damiani; - Stefano Graidi as executive board member in charge of operations of internal auditing. Additionally, the board, after validating the possession of requisites of non-executive status and independence, named board members Giancarlo Malerba (as Chairman), Fabrizio Redaelli (named as Lead Independent Director) and Roberta Benaglia to form the Committees for Internal Auditing and Corporate Governance and Compensation as per the requisites for Corporate Governance. The curricula of the board members are available on the site www.damiani.com (inside the link to Investor Relations).
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12/06/2009 00:00 Damiani S.p.A:The Board of Directors approved the draft Financial Statements as of 31 March 2009
· Consolidated Revenues: Euro 149.8 million (Euro 165.6 million as of 31 March 2008 ) · Retail Channel Revenues: Euro 25.4 million (Euro 9.9 million as of March 31st 2008) · EBITDA: Euro 1,1 million (Euro 20.7 million as of March 31st 20082) · Adjusted EBITDA : Euro 7.0 million · Operating profit: Euro 3.1 million ( Euro 18.2 as of March 31st 20082) · Adjusted Operating Result3: Euro 2.8 million · Net Result of the Group: Euro -4.7 million ( Euro 7.6 as of March 31st 20082) · Adjusted Net Profit of the Group3: Euro 0.7 million · Net Indebtedness: amounted to Euro 38.4 million (Euro 39.2 million as of 31 December 20083 ) Milan, June 12 2009 – The Board of Directors of Damiani S.p.A. (Milano, Star: DMN) the flagship company of the Damiani Group active in the creation, implementation and distribution of high-end jewels and design in Italy and abroad, today approved their draft Financial Statements at March 31, 2009. Guido Damiani, President and Managing Director of the Damiani Group, commented: “There is no doubt that the current macroeconomic context is volatile and uncertain both in Italy and other countries where the Group is active. The year 2008 was a difficult one in the jewellery sector but I am satisfied with how the Group has faced this reality, by proposing a clear and coherent development plan and working promptly to rationalize operating costs. Indeed, all of us in the company are working for the future. During the 2008/09 financial years, we have undertaken important initiatives, which will have a positive effect on Group results in the coming years. Specifically, we have completed the purchase of the Rocca Group, which represents the most important network of high-end jewellery in Italy as well as a formula to export abroad. Additionally, we have opened important mono-brand stores - including those in Los Angeles for Damiani and in Tokyo for Bliss – and we have signed an important commercial agreement in Japan. We have also undertaken new initiatives in the fashion jewellery sector by finalizing production and licensing relationships with main fashion brands that have singled out Damiani as the ideal partner to produce their jewellery collections. Finally, we have inserted first-rate managerial figures from important companies in our sector into our organizational chart. Last, but certainly not least, the Group has started a series of actions to rationalize its commercial and productive structure, aiming at containing at least 5 million Euro in operating costs in the year underway. All this allows us to face the future with a stronger and more efficient group, one that has the aim this year to better its results, compared to the financial year that has just ended.” CONSOLIDATED REVENUES The Consolidated Revenues of the Group as of March 31st 2009 relative to the financial year 2008/09, amounted to Euro 149.8 million compared to Euro 165.6 million as of 31 March 20082. Revenue split by channel The revenues from the retail distribution channel as of March, 31st 2009 relative to the financial year 2008/09 reached Euro 25.4 million compared to Euro 9.9 million as of March, 31st 2008. The progress and trend of the Retail Channel can be linked mainly to the revenue intake from the increase in the number of directly managed points of sale, to which have to be added revenues from the Rocca brand boutiques included within the consolidation perimeter starting from September 1st, 2008. Network stores As of March 31st, 2009 the Group managed 40 direct points of sale and 40 point of sale in franchising located on the main world international fashion streets. During the 2008/2009 financial year, the Group opened 10 mono-brand stores to manage directly (DOS), including: 1 in Los Angeles, 1 in St. Moritz. The wholesale revenues as of March, 31st 2009, relative to the financial year 2008/09, reached Euro 107.2 million compared to Euro 147.8 million in the same period of the previous year. The other channels/other revenues as of March 31st, 2009 reached Euro 17.2 million compared to Euro 7.9 million as of March 31st, 20082. Revenue split by geographical areas During the financial year 2008/09 sales in Italy reached Euro 109.2 million compared to Euro 122.1 million as of 31 March 20082 and amounted to 72.9% of total sales. This result can be related to the decrease in the wholesale channel sales, due to the general slowdown of the Italian economy. In the Americas the Group generated revenues of Euro 7.7 million, 5.1% of total sales, in line with revenues as of 31 March 20082 . In Japan Group’s sales reached Euro 9.7 million during the financial year 2008/2009 compared to Euro 10.9 million the same period of the previous financial year, mainly due to the contraction of the wholesale channel, while the retail channel performed well. The revenues in the Rest of the World amounted to Euro 23.2 million compared to Euro 24.8 million as of 31 March 20082 the financial 2007/08) due to the effect, of the slowdown in the second half of the year, in sales that contribute in a significant manner to the invoicing of the area. Operating Results and Net Profit Damiani Group closed the financial year 2008/09 with a Reported Consolidated EBITDA of Euro 1.1 million, compared to Euro 20.7 million as of March 31st, 20082 and equal to 1.3% on total sales. During the financial year 2008/2009 higher provisions for Euro 5.9 million were posted taking into account the changed market conditions (Euro 3.8 million Euro for inventory write-downs and Euro 2.0 million in increase for write-downs of receivables) net of which the Adjusted EBITDA would have been Euro 7.0 million in the financial year 2008/2009. Reported Consolidated Operating Result for the financial year 2008/09 was negative and amounted to Euro -3.1 million, compared to Euro 18.2 million as of March, 31st 2008. Adjusted Consolidated Operating Result for the financial year 2008/2009, net of the non-recurring items, amounted to Euro 2.8 million. Reported Net Result of the Group, for the financial year 2008/09 was negative and amounted to Euro –4.7 million compared to a positive net result of Euro 7.8 million as of March, 31st 2008. Net of non-recurring items consolidated net result would have been positive for Euro 0.7 million, Net Financial Position As of March 31st, 2009 the Group registered a net financial position of Euro 38.4 million, almost unchanged compared to Euro 39.2 millions of December 31st, 2008. The change compared to the net cash of 28.4 as of March 31st, 2008 of Euro 66.8 million is mainly related to: the acquisition and consolidation of the Rocca Group, which took place in September 2008, the capex for new DOS openings, the buyback operation which is still ongoing and the cash flow absorption generated from operating management. GROUP PARENT COMPANY RESULTS The Group Parent Company Damiani Spa has posted revenues of Euro 71.2 million and has gained a net profit of Euro 0.7 million. PROPOSAL TO AUTHORIZE THE PURCHASE OF OWN SHARES AND THE APPROVAL OF STOCK PLANS PURSUANT TO ARTICLE 114, SECOND PART, OF THE TUF (CONSOLIDATED FINANCE ACT) The Board of Directors has also passed a resolution to submit to the Shareholders’ Meeting a renewal of the authorization of February 22, 2008 for the purchase and treatment of the company’s own shares. As already communicated the Shareholders’ Meeting authorization foresees the discretionary faculty of being able to purchase up to a maximum number of 8,250,000 ordinary shares with a nominal value of Euro 0.44 each, in any case not more than 10% of the company’s Share Capital, for a period of 18 months from the date of the relative resolution passed by the Shareholders’ Meeting and, therefore, up till 22 January 2011. At the date of this press release the company holds 4,777,271 of its own shares amounting to 5.78% of its Share Capital. Furthermore, the Board of Directors following the proposal presented by the Compensation Committee that met on 11 June 2009 has resolved to submit to the Shareholders’ Meeting the adoption of two plans based on financial instruments, pursuant to article 114, second part, of the Legislative Decree number 58/98, i.e. the “T.U.F.” (Consolidated Finance Act) – “Stock Grant Plan 2009”, which also foresees, among other things, the assignment free of charge of Damiani shares to employees and the “Stock Option Plan 2009” aimed at Group management, approving the relative informational documents regarding them that will be made public, within the timeframes laid down by the relative legislation that is currently in force regarding such matters. The shares for both the plans will be taken from the securities portfolio of own shares, purchased and held by Damiani S.p.A., in conformity with the resolutions passed by the Shareholders’ Meeting, authorizing the purchase and successive treatment of the company’s own shares, pursuant to article 2357 and article 2357, third part, of the Italian Civil Code and, therefore neither of the Plans will have any dilution impact on the company’s issued Share Capital because they do not entail the issuing of any new shares. The Board of Directors has decided to propose to the Shareholders’ Meeting, called for July 22, 2009, at first call, at the time of 18.30, in Damiani headquarter, Viale Santuario 46, Valenza and, eventually at second call for 23 July, same place and time, to post to reserves the profit of Damiani S.p.A.. The Corporate Governance Report is in the draft Financial Statements as of 31 March 2009, according by law and in the Investor Relations website www.damiani.com The company executive entrusted with the process of drafting the company’s accounting documents, Dr.Gilberto Frola, hereby declares, pursuant to article 154, second part, paragraph 2, of the Consolidated Finance Act that the accounting informational document, contained in this press release, truly reflect the contents of the accounting documents, books and postings and, where appropriate, on the best possible estimates based on the available information. The reclassified consolidated layouts of the Income Statement and Balance Sheet are attached below. Income Statements FY 2008/2009 and 2007/2008 2The data as of March 31, 2008 are shown net of Euro 8.5 million of non-recurring revenues relative to Real Estate operations. The net impact amounted to Euro 7.9 million on EBITDA and on EBIT and Euro 7.5 million on net Result of the Group. 3The EBITDA, the EBIT and the net profit as of March, 31st 2009 have been adjusted for provisions from the assets’ depreciation for a total amount of Euro 5.9 million at EBITDA and EBIT level and for Euro 5.4 million on the Group net profit. Balance Sheets as of 31 March 2009, 31 March 2008 and 31 December 2008
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22/07/2009 00:00 Damiani S.p.A.: The Shareholders’ Meeting approves the Financial Statements at 31 March 2009
Damiani S.p.A.: The Shareholders’ Meeting approves the Financial Statements at 31 March 2009 Renewal of authorization for the purchase and usage of the company’s own shares Approval of two plans based on financial instruments, pursuant to article 114, second part, of the T.U.F. (Consolidated Finance Act) Milan, July 22 2009 – the Shareholders’ Meeting of Damiani S.p.A. (Milan, Star: DMN), the parent company of the Damiani Group, which creates, produces and distributes high-end jewels and design both in Italy and abroad, approved today, at first call, the Yearly Financial Statements of the Group Parent Company Damiani S.p.A. at March 31 2009. During the year 2008/09 Damiani S.p.A. achieved Revenues of 71.2 million Euro and a positive Net Result of 0.7 million Euro At consolidated level the Damiani Group closed the year 2008/09 with consolidated Revenues of 149.8 million Euro, compared to the 165.6 million Euro that were achieved in the previous fiscal year1 with a consolidated reported EBITDA of 1.1 million Euro (adjusted consolidated EBITDA2 of 7 million Euro) compared to the 20.7 million Euro for the year closed at March 31 20081. The Consolidated Net Result was –4.9 million Euro (Adjusted Group Net Result2 of 0.7 million Euro) compared to the 7.6 million Euro for the year closed at March 31 20081. The Shareholders’ Meeting passed a resolution to post all the profit of Damiani S.p.A. to reserves. RESOLUTION PASSED TO CONFER A NEW MANDATE FOR THE PURCHASE AND USAGE OF THE COMPANY’S OWN SHARES The Shareholders’ Meeting passed a resolution giving the authorization, subject to prior revocation, for the part not utilized, of the resolution passed by the Shareholders’ Meeting on February 22 2008, for the purchase of the company’s own shares, pursuant to the combination of the measures laid down in article 2357 and 2357, third part, of the Italian Civil Code and in article 132 of the Legislative Decree 58/1998. The reasons underlying the authorization, which will enable the company to have an important operational and strategic flexibility tool, are the possibility of putting in place plans based on financial instruments, pursuant to article 114, second part, of the Legislative Decree 58/98 approved today by the Shareholders’ Meeting, as well as being able to increase the so-called “securities store” for the purpose of using the company’s own shares in the context of operations that interest the Issuer and also the possibility of being able to intervene, in the interests of the Company and of all the Shareholders, in relation to contingent market situations, in order to carry out any actions that support the level of the liquidity of the security itself, favoring the existence of a regular progress and trend of the share dealings, while fully respecting all the applicable legislation, rules and regulations and, in any case, ensuring the parity of treatment of the Shareholders. The authorization to purchase the company’s own shares is structured as follows: Maximum Number of shares purchasable: the company can purchase a maximum number of ordinary shares whose total nominal value does not exceed one tenth of the Share Capital and, therefore, a maximum number of 8,260,000 ordinary shares and, in case no higher than 10% of the Share Capital, with the nominal value of 0.44 Euro each, also taking into account for this purpose the shares already owned by the company and its subsidiaries. • Duration of the authorization: the authorization has been issued for a period of 18 months from today’s date, which means until January 22 2011. • Minimum and maximum purchase price – Purchase related fees: the purchase price of each of the company’s own shares is fixed at an amount, including the ancillary purchase charges, (a) minimally no lower than 20 % (twenty percent) of the official price of the security in the Stock Exchange session before each individual operation and (b) no higher than 20 % (twenty percent) of the official price of the security in the Stock Exchange session before each individual operation. • Purchasing methodologies: the purchases of the company’s own shares can be made on regulated stock markets, while observing the legislation, also regulator, which is currently in force, regarding such matters and, specifically, pursuant to article 132 of the Legislative Decree of February 24 1998, number 58, to article 144, second part, paragraph 1, letter b, of the Consob (Italian SEC) Regulation number 11971/99 and its successive changes and additions, following the operational methodologies laid down in the organizational and operational regulations of the stock markets, in such a way as to ensure parity of treatment between the shareholders. Furthermore, the Shareholders’ Meeting authorized, without any time limits, the sale of the company’s own shares that have been purchased for a minimum price that must not create any negative financial impacts for the company but, in any case, that is not less than 90% of the average of the official trading prices recorded by the Computerized Stock Market in the five days before the day of the sale, which can only be suspended in the case of the exchange or ceding of the company’s own shares in the context of realizing industrial projects and in the case of assignment and/or ceding of the shares in carrying out distribution plans, either for value or free of charge of shares, or options on them, to Directors, employees or collaborators of the Damiani Group and, in general, regarding any plan, whatsoever, which is adopted pursuant to article 114, second part of the Legislative Decree of February 24 1998, number 58, as well as plans of free of charge assignment to the shareholders. The usage of the purchased shares can take place, a number of times, even before the total amount of the authorized purchases has been made, in those ways that are considered to be most opportune for the interests of the company, including through trading sales on the Stock Exchange, by disposals of blocks of shares, by means of exchanges with holdings or other assets in the context of industrial projects, in order to carry out incentive programs and, in any case, through plans pursuant to article 114, second part, of the Legislative Decree of February 24 1998, number 58, or also by means of a Public Sale or Exchange Offer. It is to be remembered that, at today’s date, Damiani S.p.A. holds n.5.216.378 of the company’s own shares, amounting to 6.32 % of its Share Capital, with the nominal value of 0.44 Euro each. On the other hand the Company does not hold any of its own shares through any subsidiary companies, trust companies or intermediate persons. TWO PLANS BASED ON FINANCIAL INSTRUMENTS, PURSUANT TO ARTICLE 114 , SECOND PART, OF THE T.U.F. (CONSOLIDATED FINANCE ACT) RESOLVED ON Lastly, the Shareholders’ Meeting approved the adoption of two plans based on financial instruments, pursuant to article 114, second part, of the Legislative Decree of February 24 1998, number 58, called the “Stock Grant Plan 2009” and the “Stock Option Plan 2009”. The “Stock Grant Plan 2009” foresees the free of charge assignment of Damiani shares to, basically, all of the company’s employees and, eventually, also to the Directors of the Group, in one or more lots, within five years from the date of its approval by the Shareholders’ Meeting. The “Stock Option Plan 2009”, which is the plan to sell options for the purchase of Damiani shares, is aimed at the Management of the Damiani Group and can be actuated in one or more lots, within five years from the date of its approval by the Shareholders’ Meeting. The Board of Directors then received the mandate from the Shareholders’ Meeting to identify the names of the Beneficiaries, at the time of the actuation of each plan. The shares that service both of these Plans will be withdrawn from the securities portfolio of the company’s own shares that have been purchased and held by the Issuer, in conformity with the resolutions passed by the Shareholders’ Meeting for the authorization of the purchase and usage of the company’s own shares, pursuant to articles 2357 and 2357, third part, of the Italian Civil Code. The maximum overall number of the company’s own shares that can be used to service the abovementioned plans is n.4,500,000: n.1,000,000 shares to service the “Stock Grant Plan 2009” and n.3,500,000 shares to service the “Stock Option Plan 2009”. The Board of Directors then approved the new program for the purchase of the company’s own shares, in conformity with the authorization resolution passed today by the Shareholders’ Meeting, also for the purpose of being able to carry out the plans based on financial instruments, pursuant to article 114 , second part of the Legislative Decree 58/98 that were approved today by the Shareholders’ Meeting, as well as to increase the so-called “securities store” for the purpose of using the company’s own shares in the context of operations that interest the Issuer. The new program approved by the Board of Directors refers to purchase to be made starting from 23 July 2009 and continuing till January 22 2011, for a maximum number of ordinary shares of Damiani S.p.A., also taking into account for the purpose of this calculation the shares already owned by the company which do not exceed a tenth part of its Share Capital and, therefore, for a maximum number of 3.043.810 shares with the nominal value of 0.44 Euro each, for a total amount of 12.175.240 Euro. The Board of Directors then identified Equita SIM S.p.A. as the intermediary that must occupy itself with the actuation of the aforesaid purchase program, while fully respecting all those parameters regarding it that have been described above, and it has conferred upon its Chairman and CEO Guido Grassi Damiani, the mandate to be able to confer this assignment upon the intermediary, specifically taking care to agree with it that the Program has to be carried out in full observance of the EEC Regulation number 2273/2003 and anyway with all those practices that were approved with the Consob (Italian SEC) resolution number 16839 of March 19 2009. In the case where purchase are made, Damiani shall speedily communicate the details of the operations that have been carried out and, specifically, the number of the shares that have been purchased, the average purchase price per share and the total overall amount that has been paid for them. At the end of the authorized purchase period the company shall take care to inform the general public of the outcome of the program, while it remains understood that in the communication that will follow regarding today’s Board of Directors Meeting it will be pointed out that there is absolutely no firm guarantee, whatsoever, that the program itself will actually be actuated. The company executive entrusted with the drawing up of the company’s accounting documents, Dr. Gilberto Frola, hereby declares, pursuant to article 154, second part, paragraph 2, of the Consolidated Finance Act that the accounting information section contained in this communication reflects the contents of the company’s accounting documents, books and postings.
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07/08/2009 00:00 Damiani S.p.A: Board of Directors approves the Group’s interim report for the first quarter ending June 30, 2009 of fiscal year 2009/2010
. Consolidated revenues: 33.4 million euro (39.2 million euro at June 30, 2008) · Retail revenues: 7.0 million euro (2.5 million euro at June 30, 2008) · Consolidated EBITDA: -1.3 million euro (4.5 million euro at June 30, 2008) · Consolidated EBIT: -2.5 million euro (3.8 million euro at June 30, 2008) · Group Net Result: -3.0 million euro (2.1 million euro at June 30, 2008) · Net financial position: 51.5 million euro (38.4 million euro at March 31, 2009) Valenza, August 7, 2009 – The Board of Directors of Damiani S.p.A. (Milan, Star: DMN), the parent company of the Damiani Group, a creator, producer and distributor of luxury and designer jewels in Italy and abroad, today approved the Group’s interim consolidated results for the first quarter ending June 30, 2009. Guido Damiani, President and CEO of the Damiani Group, commented: “The macroeconomic scenario remains difficult for the whole luxury goods sector in general, and for jewellery in particular, which is suffering for a lack of confidence in the future from the consumers. In recent weeks we have seen some positive signs which could bring us to assume that future demand is stabilizing. In this context, our Group is taking actions to evaluate opportunities for the future. This is done with great attention to our costs and with a tight selection of our investments. We have also taken several actions to support demand of our products; first of all, our new collections are closer to the new consumers’ needs, in addition we are also working on new initiatives in Italy and abroad. Furthermore, we have implemented some projects in order to razionalize and reduce our operating costs which, we believe, will bring benefits shortly”. CONSOLIDATED REVENUES During the first quarter of fiscal year 2009/2010 Damiani consolidated revenues were equal to 33.4 million euro compared to 39.2 million euro as of June 30, 2008, with a 14.8% decrease versus the same period of last year at current exchange rates and with a decrease of 15.9% at constant exchange rates. Revenues Breakdown By Distribution Channel In the first quarter of fiscal year 2009/2010 retail revenues grew by 181.7% at current exchange rates and by 177.9% at constant exchange rates and amounted to 7.0 million euro compared to 2.5 million euro as of June 30, 2008. The improvement has been driven by the inclusion of the Rocca stores, which has been consolidated since September 1, 2008. At June 30, 2009 the Group’s monobrand stores network included 37 Directly Operated Stores (DOS) and 40 franchised stores, located in the most important fashion streets in Italy and abroad. In the first quarter of fiscal year 2009/2010 wholesale revenues decreased by 27.8% at current exchange rates and by 28.9% at constant exchange rates to 26.3 million euro compared to 36.5 million euro as of June 30, 2008. Revenues Breakdown By Geographical Region In the first quarter of fiscal year 2009/2010, Italian revenues amounted to 26.6 million euro with an increase of 1.5% vs. the same period of last year, accounting for 79.8% of consolidated revenues. The performance of the domestic market has been positively influenced by the growth in the retail channel that offsets the general slowdown in the wholesale channel. In the Americas, revenues reached 0.9 million euro with a 59.6% decrease compared to June 30, 2008 at current exchange rates and with a decrease of 64.8% at constant exchange rates and accounted for 2.7% of consolidated revenues. This performance has been negative influenced by the severe consumer contraction in the wholesale channel in the region. Revenues in Japan were equal to 1.8 million euro with a 18.0% decrease at current exchange rates compared to the same period of the previous year and with a 33.5% decrease at constant exchange rates. The Group’s results in Japan have been penalised by the persistent contraction in the consumer demand , with similar trends both in the wholesale and in the retail channel. During the first quarter of fiscal year 2009/2010 revenues in the Rest of the World amounted to 4.0 million euro with a 51.5% decrease at current exchange rates and with a 51.8% decrease at constant exchange rates compared to 8.7 million euro as of June 30, 2008, mainly driven by the negative trend in Russia and in the other Former Soviet Republics markets. OPERATING RESULT AND NET RESULT Damiani Group closed the first quarter of fiscal year 2009/2010 with a consolidated EBITDA negative for -1.3 million euro, compared to 4.5 million euro as of June 30, 2008. This EBITDA contraction is largely a consequence of the decrease in the group’s revenues which brought to a decline in gross profit. At the same time, the group was able to control some production costs thanks to the actions which have been implemented since the previous quarter. Consolidated EBIT was negative and equal to -2.5 million euro, from 3.8 million euro as of June 30, 2008. Consolidate net result amounted to -3.0 million euro compared with 2.1 million euro achieved on June 30, 2008. NET FINANCIAL POSITION As of June 30, 2009 the Group’s net financial debt was equal to 51.5 million euro compared to 38.4 million euro as of March 31, 2009 with a worsening of 13.1 million euro. This change was due to: a) the cash flow absorbed from the operating activities, b) the investment in capital expenditure and c) the cash outflow for the buy back program. SHARE BUYBACK PLAN UPDATE At June 30, 2009 n. 5.054.305 ordinary shares were purchased, equal to 6,119% of the Damiani S.p.A. share capital (net of 1.000.000 shares used in the occasion of the Rocca acquisition) with a total outlay of 7.6 million euro and with an average price of 1,5 Euro per share.
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10/09/2009 00:00 Damiani S.p.A.: Board of Directors implements the 2009 Stock Grant plan for the Group's employees
Milan, September10, 2009 – The Board of Directors of Damiani S.p.A. (Milan, Star: DMN) the parent company of the Damiani Group, active in creating, making and distributing high-end jewels in Italy and abroad, resolved today, together with its Committee for Internal Auditing, to proceed with the implementation of the Stock Grant 2009 plan for all its employees, with the exception of employees who are residents of, or who live in the USA, or are categorized as “US persons” as per Regulation S of the US Securities Act of 1933. The 2009 Stock Grant Plan was approved by the Shareholders’ Meeting on July 22, 2009. This plan foresees free assignment of the shares to all its beneficiaries as follows: 50 shares from the Issuer, which will be distributed as of September 12, 2011; 100 shares from the Issuer, which will be distributed – as of September 12, 2011, only if there is a positive financial estimate of the consolidated financial results reached as of March 31, 2010. A required condition for both lots is that beneficiaries must be Damiani Group employees at the date of the transfer of the shares. The initial implementation cycle of the Plan is aimed at a total of 582 employees and directors of Group companies: detailed information regarding the categories of employees (managers, staff, other employees of the Issuer or its affiliates), and the title of directors or qualified subjects, in terms of the procedure of “Internal Dealing” of the Damiani Group, are listed together in the summary table made in conformance with laws currently in force and are attached to this press release in the integrated informational document that is required as per Art. 84 bis of Consob regulation n. 11971/99, which is available to the public on the site www.damiani.com and at the Borsa Italiana S.p.A. (Italian Bourse). Please remember that the shares in the Plan will be taken from the title repository of shares actually purchased and held by Damiani S.p.A., in conformance with the shareholders’ resolution on July 22, 2009 to authorize the purchase and the subsequent availability of own shares. Therefore, assigning the shares will not have any diluting effect on the share holding company of Damiani S.p.A.
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24/09/2009 00:00 Damiani S.p.A.: The Board of Directors implements the 2009 Stock Option plan
Milan, September 24, 2009 – The Board of Directors of Damiani S.p.A. (Milano, Star: DMN), the parent company of the Damiani Group active in creating, making and distributing high-end jewels and design in Italy and abroad, today resolved, together with the Compensation Committee, to proceed with the implementation of the 2009 Stock Option plan, as approved by the Shareholders’ Meeting held on July 22, 2009. The first phase of assignments is for a part of its management. The Board singled out, for the time being, 16 recipients (the members of Damiani family are not included) who can purchase – with a payment of Euro 0,126 for each right of purchase- a total number of 685,000 options, each of which allows the right to purchase one share of Damiani S.p.A. at the price of Euro 1.60 (the “strike price”). The price of the options, according to their market value, was determined by the company with the assistance of Equita Sim S.p.A. The right of purchase will be mature on September 12, 2012, can be exercised starting on the following day and lasts until September 30, 2012, on the condition that, on the date of purchase, the employee relationship with the beneficiary still exists. Detailed information on the categories of employees and the names of the directors or subjects applicable as per the procedure of “Internal Dealing” of the Damiani Group, are listed together on a summary table compiled in conformance with the laws in force which are attached to this notice, in the informational document required as per Art. 84 bis of Consob Regulation n. 11971/99, which is available to the public on web site www.damiani.com and at the Borsa Italiana (Italian Bourse) S.p.A. Please additionally note that the shares in the Plan will be taken from the share depository of own shares purchased and held by Damiani S.p.A. in conformance with the shareholders’ resolution on July 22, 2009 to authorize the purchase and later distribution of the own shares. Therefore, the assignment of the shares will not have any diluting effect on the share holding company of Damiani S.p.A.
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21/11/2009 00:00 Damiani S.p.A.: the Board of Directors approves the Group's interim report for the first half ending September 30, 2009 of fiscal year 2009/2010
Valenza, November 21, 2009 – The Board of Directors of Damiani S.p.A. (Milan, Star: DMN), the parent company of the Damiani Group, a creator, producer and distributor of luxury and designer jewels in Italy and abroad, today approved the Group’s interim consolidated results for the first half ending September 30, 2009. Guido Damiani, President and CEO of the Damiani Group, commented: “Notwithstanding the continuing uncertain macroeconomic environment, I am satisfy with the actions the Damiani Group undertook to reinforce our presence in markets, segments and channels which are important for our future development, like for example the agreement with Birks and Mayors and like the new partnerships with important brands. All the above together with a constant attention to further rationalize our production costs and the first signals of recovery in demand registered in October, make me confident towards the coming Christmas season.” CONSOLIDATED REVENUES During the first half of fiscal year 2009/2010 Damiani consolidated revenues were equal to 56.3 million euro compared to 66.1 million euro as of September 30, 2008, with a 14.8% decrease versus the same period of last year at current exchange rates and with a decrease of 15.8% at constant exchange rates. Revenues Breakdown By Sales Channel In the first half of fiscal year 2009/2010 retail revenues grew by 118.3% at current exchange rates and by 115.6% at constant exchange rates and amounted to 14.7 million euro compared to 6.7 million euro as of September 30, 2008. The improvement has been driven by the inclusion of the Rocca stores, which has been consolidated since September 1, 2008. At September 30, 2009 the Group’s monobrand stores network included 36 Directly Operated Stores (DOS) and 41 franchised stores, located in the most important fashion streets in Italy and abroad. In regards to the Group’s presence development around the world, Damiani inaugurated in July 2009 in London in the prestigious Old Bond Street the first Damiani mono brand store. In the first half of fiscal year 2009/2010 wholesale revenues decreased by 29.7% at current exchange rates and by 30.9% at constant exchange rates to 41.4 million euro compared to 58.9 million euro as of September 30, 2008. Revenues Breakdown By Geographical Area In the first half of fiscal year 2009/2010, Italian revenues amounted to 43.0 million euro with a decrease of 1.5% vs. the same period of last year, accounting for 76.3% of consolidated revenues. The performance of the domestic market has been positively influenced by the growth in the retail channel that offsets the general slowdown in the wholesale channel. In the Americas, revenues reached 2.5 million euro with a 40.8% decrease compared to September 30, 2008 at current exchange rates and accounted for 4.4% of consolidated revenues. This performance has been negative influenced by the severe consumer contraction in the wholesale channel in the region. Revenues in Japan were equal to 3.3 million euro with a 26.7% decrease at current exchange rates compared to the same period of the previous year. The Group’s results in Japan have been penalized by the persistent contraction in the consumer demand. During the first half of fiscal year 2009/2010 revenues in the Rest of the World amounted to 7.4 million euro with a 44.6% decrease at current exchange rates compared to 13.4 million euro as of September 30, 2008, mainly driven by the negative trend in Russia and Middle East markets. OPERATING RESULT AND NET RESULT Damiani Group closed the first half of fiscal year 2009/2010 with a consolidated EBITDA negative for -6.9 million euro, compared to 4.5 million euro as of September 30, 2008. This EBITDA contraction is largely a consequence of the decrease in the group’s revenues which brought to a decline in gross margin. The contraction is also due to the less margin on sales of third brands sold in Rocca boutiques, which weigh more on total revenues because in the same period of last year were consolidated only since September. At the same time, the group was able to control some operation costs (personnel and services costs) thanks to the actions which have been implemented since the previous quarter. Moreover the first half of fiscal year 2008/2009 has been positively influenced by exchange rates proceeds not present in the first half 2009/2010. Consolidated EBIT was negative and equal to -9.2 million euro, from 2.8 million euro as of September 30, 2008. Consolidated net result amounted to -9.6 million euro compared with 1.8 million euro achieved on September 30, 2008. NET FINANCIAL POSITION As of September 30, 2009 the Group’s net financial debt was equal to 54.0 million euro compared to 38.4 million euro as of March 31, 2009 with a decrease of 15.4 million euro. This change was due to: a) the cash flow absorbed from the operating activities, b) the investment in capital expenditure and c) the cash outflow for the buy back program. This decrease took place mainly in the first quarter 2009/2010 (April-June 2009): as of 30 June 2009 the net financial position was equal to 51.5 million euro (minus 13.1 million euro versus 31 March 2009), while in the second quarter the careful monitoring of working capital together with the cash flows periodicity took to a minor cash absorption (2.3 million euro). IMPORTANT EVENTS IN THE FIRST HALF During the first half 2009/2010 the Group signed an agreement with Gianfranco Ferré for the development and production of a jewellery collection, an agreement with Jil Sander and finally one with Ferrari. STOCK OPTION PLAN 2009 At September 24, 2009 the Board of Directors resolved, together with the Compensation Committee, to proceed with the implementation of the 2009 Stock Option plan, for a part of the management of Damiani Group. The Board singled out, for the time being, 16 recipients (the members of Damiani family are not included) who purchased – with a payment of Euro 0,126 for each right of purchase- a total number of 685,000 options, each of which allows the right to purchase one share of Damiani S.p.A. at the price of Euro 1.60 (the “strike price”). The right of purchase will be mature on September 12, 2012, SHARE BUYBACK PLAN UPDATE At September 30, 2009 n. 5.619.609 ordinary shares were purchased, equal to 6.80% of the Damiani S.p.A. share capital (net of 1.000.000 shares used in the occasion of the Rocca acquisition) with a total outlay of 8.2 million euro and with an average price of 1,46 Euro per share. The manager in charge of preparing the company’s financial reports (Gilberto Frola) declares, pursuant to paragraph 2 article 154-bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the documented results, books and accounting entries.
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10/02/2010 00:00 Damiani S.p.a: Board of Directors approves the Group’s interim report for the first 9 months ending December 31, 2009 of fiscal year 2009/2010
Milan, February 10, 2010 – The Board of Directors of Damiani S.p.A. (Milan, Star: DMN), the parent company of the Damiani Group, a creator, producer and distributor of luxury and designer jewels in Italy and abroad, today approved the Group’s interim consolidated results for the first 9 months ending December 31, 2009, including third quarter data. Guido Damiani, President and CEO of the Damiani Group commented: "The Christmas season, which just ended, conveyed a signal of trend inversion with respect to the previous quarters. In fact, during the last three months of 2009 Group’s turnover increased by 2.3% vs the previous year. Despite the uncertainity of the global macroeconomic environment, we are satisfied with these results and we are looking at 2010 with greater optimism, comforted also by the trend of the sales of the first weeks of 2010. The retail channel led this recovery driven by the good performance of monobrand stores and Rocca boutiques. Furthermore it is fundamental to underline that the wholesale channel has begun to give signals of cautious recovery". CONSOLIDATED REVENUES During the first 9 months of fiscal year 2009/2010 Damiani consolidated revenues were equal to 118.4 million euro compared to 126.8 million euro as of December 31, 2008, with a 6.6% decrease versus the same period of last year at current exchange rates and with a decrease of 7.3% at constant exchange rates. In the third quarter of fiscal year 2009/2010, consolidated revenues were equal to 62.1 million euro with a 2,3% increase YoY. Revenues Breakdown By Sales Channel In the first 9 months of fiscal year 2009/2010 retail revenues grew by 48.5% at current exchange rates and by 47.6% at constant exchange rates and amounted to 28.0 million euro compared to 18.8 million euro as of December 31, 2008. The improvement has been driven by the impact of the Rocca stores, which interests the whole year vs. the four months of 2008/2009 (Rocca stores have been consolidated from Septemebr 1, 2008). In the third quarter of fiscal year 2009/2010, the first with the same scope of activities, retail revenues were equal to 13.3 million euro with a 10% increase, YoY, at current exchange rates. As of December 31, 2009 the Group’s monobrand stores network included 79 stores of which 38 are Directly Operated Stores (DOS) and 41 are franchised stores, located in the most important fashion streets in Italy and abroad including also Damiani mono brand store recently inaugurated in the prestigious Old Bond Street in London. In the first 9 months of fiscal year 2009/2010 wholesale revenues decreased by 16.3% at current exchange rates and by 17.1% at constant exchange rates to 90.0 million euro compared to 107.5 million euro as of December 31, 2008. In particular, in the third quarter of fiscal year 2009/2010, wholesale revenues were equal to 48.6 million euro in line with the same period of last year, at current exchange rates. Revenues Breakdown By Geographical Area In the first 9 months of fiscal year 2009/2010, Italian revenues amounted to 92.5 million euro in line vs. the same period of last year, accounting for 78.1% of consolidated revenues. The performance of the domestic market has been positively influenced by the growth in the retail channel that offsets the general slowdown in the wholesale channel. In the first 9 months of fiscal year 2009/2010 in Americas, revenues reached 6.7 million euro with a 0.7% increase compared to December 31, 2008 at current exchange rates and with a 3.5% decrease at constant exchange rates and accounted for 5.7% of consolidated revenues. Revenues in Japan were equal to 6.0 million euro with a 20.4% decrease at current exchange rates and with a 30.0% decrease at constant exchange rates compared to the same period of the previous year. The Group’s results in Japan have been penalized by the persistent contraction in the consumer demand. During the first 9 months of fiscal year 2009/2010 revenues in the Rest of the World amounted to 13.0 million euro with a 34.9% decrease at current exchange rates and with a 35.2% decrease at constant exchange rates as of December 31, 2008. This decrease is mainly driven by the negative trend in Russia, Ukraine and Middle East markets. OPERATING RESULTS AND NET RESULT Damiani Group closed the first 9 months of fiscal year 2009/2010 with a negative consolidated EBITDA for -0.6 million euro, compared to a positive 14.7 million euro as of December 31, 2008. The first 9 months of fiscal year 2008/2009 have been positively influenced by 10.5 million of forex gains. Net of these gains the decrease of the ebitda would have been lower and equal to 4.9 million euro. This EBITDA contraction in the first 9 months of fiscal year 2009/2010 is also a consequence of the decrease in the group’s revenues which brought to a decline in gross margin. The contraction is also due to the lower margin on sales of third parties brands sold in Rocca boutiques. These brands weigh more on total revenues than in 2008/2009 because they were consolidated only from September 2008. At the same time, the Group was able to reduce some operational costs thanks to the strict control implemented from the previous year. In the third quarter of fiscal year 2009/2010, consolidated EBITDA was equal to 6.3 million euro compared to 2.4 million euro (net of forex gains) of the same period of last year. Consolidated EBIT was negative, in the first nine months of fiscal year 2009/2010, and equal to -4.2 million euro, from 11.7 million euro as of December 31, 2008. Consolidated net result in the first nine months of fiscal year 2009/2010 amounted to –7.4 million euro compared with 7.7 million euro achieved on December 31, 2008. In the third quarter of fiscal year 2009/2010, consolidated net result was equal to 2.1 million euro compared to –2,2 million euro (net of forex gains) of the same period of last year. NET DEBT As of December 31, 2009 the Group’s net financial debt was equal to 54.6 million euro compared to 38.4 million euro as of March 31, 2009 with an increase of 16.2 million euro. This change was due to: a) the cash flow absorbed from the operating activities, b) the investment in capital expenditure and c) the cash outflow for the buy back program. This worsening took place mainly in the first quarter 2009/2010 (April-June 2009): as of 30 June 2009 the net debt was already equal to 51.5 million euro (minus 13.1 million euro versus 31 March 2009), while during the following six months the careful monitoring of working capital together with the cash flows seasonality took to a lower cash absorption (3.2 million euro). IMPORTANT EVENTS IN THE FIRST 9 MONTHS OF FY 2009/2010 In the first 9 months of fiscal year 2009/2010 Damiani announced a distribution agreement with Birks & Mayors Inc., a North American luxury goods retailer listed on the NYSE Amex which operates a network of 67 high-end jewelry and timepieces stores in Canada and in South East United States. The distribution agreement, which has a five year term, covers all Damiani Group’s brands. In November 2009 the Clean water humanitarian project was officially presented by Sharon Stone and Damiani Group in Tokyo. The project revolves around the decision by the Damiani family and by Sharon Stone to make a tangible contribution to Africans in terms of both economic aid and media&public involvement. To achieve this important and ambitious objective, Damiani worked with Sharon Stone to design an innovative jewellery collection presented in Tokyo and sold during the Christmas period. Part of the proceeds from sales will be donated to non-government and no-profit humanitarian associations that raise funds to build wells for extracting clean water in African villages and where it is necessary thus contributing to reduce the very high rate of mortality, especially amongst children. During the first 9 months 2009/2010 the Group signed an agreement with Gianfranco Ferré for the development and production of a jewellery collection, an agreement with Jil Sander, one with Ferrari and finally an agreement for the first jewellery line of Maserati. STOCK OPTION PLAN 2009 As of September 24, 2009 the Board of Directors resolved, together with the Compensation Committee, to proceed with the implementation of the 2009 Stock Option plan, for a part of the management of Damiani Group. The Board singled out, for the time being, 16 recipients (the members of Damiani family are not included) who purchased – with a payment of Euro 0.126 for each right of purchase- a total number of 685,000 options, each of which allows the right to purchase one share of Damiani S.p.A. at the price of Euro 1.60 (the “strike price”). The right of purchase will be mature on September 12, 2012, on the condition that, on the date of purchase, the employee relationship with the beneficiary still exists. SHARE BUYBACK PLAN UPDATE As of December 31, 2009 n. 5,619,609 ordinary shares were purchased, equal to 6.80% of the Damiani S.p.A. share capital with a total outlay of around 8.2 million euro and with an average price of 1.46 Euro per share. The manager in charge of preparing the company’s financial reports (Gilberto Frola) declares, pursuant to paragraph 2 article 154-bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the documented results, books and accounting entries. Damiani S.p.A. Damiani S.p.A. is the parent company of the Damiani Group, a leader in the Italian market in the production and sales of high-end jewelry and design and active in the jewelry sector with prestigious owned brands, such as Damiani, Calderoni, Salvini, Alfieri & St. John e Bliss and manages the licensing of various lines of prestigious international brands. It also owns Rocca 1794, the most prestigious Italian chain with over 200 years of expertise in the retail sale of the world’s most famous watches and jewelry brands. The Damiani Group is active in Italy and the main world markets with its own operative affiliates and manages 38 direct points of sale and 41 more in franchising located on the main world international fashion streets. Strong with a tradition that has lasted for centuries, the Group today is careful in interpreting its legendary patrimony and presents it with full respect for tradition and the innovative spirit of its origins. Attachments: Reclassified consolidated Income Statement and Balance Sheet schedules as of December 31 2009 Consolidated Income statement of first 9 months (april-december) FY 2009/2010 and FY 2008/2009. Consolidated Balance Sheet data at December 31 2009 and March 31 2009
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11/06/2010 02:00 Damiani S.p.A.: The Board of Directors Approves Group’s Results for Full Year 2009/2010 ending 31 March 2010
CONSOLIDATED RESULTS FOR FOURTH QUARTER 2009/10 · Consolidated revenues: 27.1 million Euros (22.9 million Euros at 31marzo 2009) + 18.4% YoY · Retail channel revenues: 7.4 million Euros (6.5 million Euros at 31 March 2009) · Wholesale channel revenues: 19.7 million Euros (16.4 million Euros at 31 March 2009) CONSOLIDATED RESULTS FY 2009/10 · Consolidated revenues: 145.8 million Euros (149.8 million Euros at 31marzo 2009) –2.7% YoY · Retail channel revenues: 35.4 million Euros (25.4 million Euros at 31 March 2009) · Wholesale channel revenues: 111.0 million Euros (123.9 million Euros at 31 March 2009) · Consolidated EBITDA: -13.2 million Euros (1.1 million Euros at 31 March 2009) · Consolidated EBITDA adjusted1: 0.3 million Euros · Consolidated Operating Result: -19.1 million Euros (-3.1 million Euros at 31 March 2009) · Group Net Consolidated Result: -18.2 million Euros (-4.7 million Euros at 31 March 2009) · Net Debt: 39.0 million Euros (54.6 million Euros at 31 December 2009) 1 The EBITDA at 31 March 2010 was adjusted for the provisions posted to cover the risk of losses in the values of current assets for a total of 13,5 million Euros at the consolidated level. In the previous FY the provisions on the values of current assets were equal to 5.9 million Euros. Milan, 11 June 2010 – The Board of Directors of Damiani S.p.A. (quoted Milan, Star: DMN) the parent company of the Damiani Group, which creates, produces and distributes high-end jewelry and watches in Italy and abroad, today approved the Group’s Consolidated Financial Results for Full Year ending 31 March 2010 and the Group’s Corporate Governance Report. Guido Damiani, President and CEO of the Damiani Group, commented: "Nothwithstanding the still difficult global environment in 2009 for the consumer goods sector, in general, and for jewelry in particular, we have firmly taken important measures to strengthen the Damiani Group. We continued to rationalize the group’s costs structure, which we begun last year, with the aim to improve our efficiencies and we have set strategic actions to support the group’s growth. Albeit in a context of shrinking demand, our retail network showed a positive sales trend, both for our mono-brand stores and for our multibrand-Rocca stores, this confirms that our collections have been highly appreciated by the retail customer. In fact, our retail channel performed significantly better than the wholesale one, given that the latter continued its de-stocking actions also in 2009. Although the overall macroeconomic situation remains uncertain and we believe it will take time before returning to the 2007 level, the returned to a positive trend in revenues occurred in the last period of FY2009/2010, the debt reduction achieved, the costs’ rationalisation implemented, make us confident to look to 2010 with more optimism." CONSOLIDATED REVENUES Group’s consolidated revenues for fiscal year 2009/10, were equal to 145.8 million Euros compared to 149.8 million Euros as of 31 March 2009 with a drop of 2.7%, at current exchange rates and of 3.2% at constant exchange rates. Specifically, in the fourth quarter of fiscal year 2009/2010, consolidated revenues were 27.1 million Euros up by 18.4% compared to the same period of last year, at current exchange rates Revenues split by sales channel Revenues of the retail channel for fiscal year 2009/2010 reached 35.4 million Euros, compared to 25.4 million Euros as of 31 March 2009 up by 39.3% at current exchange rates and by 38.7% at constant exchange rates, compared to the same period of the previous fiscal year. The progress of the retail channel is due to both the good performance of our mono brand boutiques and to the higher contribution of the Rocca stores that were consolidated for twelve months in the fiscal year 2009/2010, compared to only seven months in the previous fiscal year, given that Rocca was consolidated since 1 September 2008. At 31 March 2010 the Group managed 78 points of sale of which 33 direct points of sale and 45 franchised stores located in the most prestigious Italian and international luxury streets. Revenues of the wholesale channel at for fiscal year 2009/2010 decreased by 11.2% at current exchange rates and by 11.7% at constant exchange rates, totalling 111.0 million Euros compared to 123.9 million Euros for the previous fiscal year. Geographical split of the revenues In fiscal year 2009/2010, Italian revenues was 112.4 million Euros, with a growth of 3.3% compared to the the same period of the previous year, equal to 77.1% percentage of the group’s revenues. The sales growth in the domestic market sales was largely driven by the good performances of the retail channel which offset the decline in wholesale revenues. During fiscal year 2009/2010, in the Americas, revenues reached 5.1 million Euros, equal to 3.5% of consolidated sales, with a 33.5% decrease at current exchange rates and 33.9% at constant exchange rates, compared to the same period of the previous year. In fiscal year 2009/2010 revenues in Japan was equal to 8.5 million Euros, down 12.2% at current exchange rates and 19.8% at constant exchange rates, compared to the same period of the previous year. Sales performance in Japan suffered for the effect of the continuing shrinking of the internal demand for luxury goods product. During fiscal year 2009/2010, Rest of World revenues amounted to 19.4 million Euros, down by 16.3% at current exchange rates and by 16.5% at constant exchange rates, compared to the same period of the previous year, mainly due to the drop in sales in some regions where the Group has a very significant presence, such as Russia, Dubai, etc. OPERATING RESULTS AND NET PROFIT At profitability level during the fiscal year 2009/2010, the Damiani Group recorded a negative consolidated EBITDA of -13.2 million Euros, compared to 1.1 million Euros positive recorded at 31 March 2009. In fiscal year closed at March 31, 2010 the Group, also considering the current environment, recorded write-down on current assets (no cash items) for 13.5 million Euros, (compared to 5.9 million Euros at March 31, 2009) related to inventories for 9.8 million Euros, as well as bad debt provisions related to the contingency of the situation for 3.7 million Euros. Net of these charges, the EBITDA would have been positive for 0.3 million Euros. Consolidated operating result for the fiscal year 2009/2010 was negative for -19.1 million Euros compared to the loss of -3.1 million Euros recorded in the previous fiscal year. The Group net result for fiscal year 2009/2010 was negative for -18.2 million Euros compared to the –4.7 million Euros in fiscal year 2008/2009. NET DEBT At 31 March 2010, the Group net debt was equal to 39,0 million Euros, 15 million Euros lower compared to the 54.6 million Euros as of 31 December 2009 and 0.6 million Euros lower compared to 38.4 million Euros as of 31 march 2009. GROUP PARENT RESULTS The Group Parent Damiani S.p.A. recorded total revenues for 56.7 million Euros and achieved a net loss of -11.2 million Euros. PROPOSAL TO AUTHORIZE THE ACQUISITION OF TREASURY SHARES AND THE APPROVAL OF THE PLAN AS PER article 114, part two, of the Consolidated Finance Act Today the Board also resolved to submit to the Shareholders’ Meeting the renewal of the authorization to be able acquire and dispose of treasury shares dated 22 July 2009. In line with that of the previous authorization the Resolution of the Shareholders’ Meeting shall allow the acquisition of a maximum number of 8,250,000 ordinary shares with a nominal value of Euros 0.44 each and, in any case, no more than 10% of the total Share Capital for a period of 18 months from the date of the relative Resolution of the Shareholders’ Meeting and, therefore, until 23 January 2012. At the date of this Press Release the company holds 5,619,609 of its own ordinary shares, amounting to 6.80% of the Share Capital. The Board of Directors also resolved on the proposal of the Remuneration Committee, meeting on June 11, 2010, to propose tor the Shareholders House to adopt a plan based on financial instruments under Article. 114 bis of Legislative Decree No 58/98 ("T.U.F."), which provides for free allocation in one or more parcels of options to purchase (or possibly underwrite) company shares, up to a maximum number of 3,500,000. The plan is intended for executive directors (among whom Damiani family members are not included), managers, staff employees, other employees, consultants and collaborators of the Group which will be identified when the plan, which aims to foster loyalty and motivation. The shares will be drawn from the own shares purchased and held by Damiani SpA, in accordance with the shareholders' resolutions to authorize the purchase and subsequent sale of own shares, as per Articles. 2357 and 2357 “ter” of the Civil Code; as an alternative, following a shareholders’ resolution, there can be a capital increase and the consequent issue of new shares to the beneficiaries. The Board of Directors decided to propose to the shareholders' meeting, called for next July 21, 2010, on first call at 6 pm at the legal headquarters of Damiani SpA Viale Santuario 46 in Valenza (with any necessary second call meeting planned for July 30, 2010 at the same time and in the same place), to proceed to cover the financial period loss for Damiani SpA using existing reserves. The Shareholders’ Meeting has also been called to decide on the renewal of the Board of Auditors and to determine their compensation and to approve statutory modifications following the applicability in Italy of the Directive 2007/36/EC. The Corporate Governance Report is contained in the Financial Statements file, which is made available to the general public following the methodologies laid down by the relative legislation currently in force and, therefore, also within the “Investor Relations” sector of the website www.damiani.com. The Executive responsible for drawing up the company accounting documents of the company, Gilberto Frola, hereby declares, pursuant to article 154, second part, paragraph 2, of the Consolidated Finance Act that the accounting information contained in this press release corresponds to that contained in the relative company documents, books and accounting postings, based on the best available estimates.
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21/07/2010 00:00 Damiani S.p.A.: Francesco Minoli joins the Board of Directors of Damiani SpA as Director.
Milan, July 21, 2010 - Damiani SpA, the parent company of the Damiani Group, announces the appointment of Francesco Minoli as Director of the Board of Directors of Damiani SpA. Originally from Turin, Francesco Minoli was CEO of the jewellery company, Pomellato, for a period of more than 10 years, until October 2009, re-launching the company and doubling its turnover with profit indexes and assets noteworthy in the luxury sector. Actually Francesco Minoli, is Director in Mantero Finanziaria S.p.A. and he is still in the jewellery sector as a entrepreneur. In the past Minoli has had extensive experience in major companies where he held central roles in top management. Among these are M & A SpA, a leading independent company in mergers and acquisitions in Italy where he was the CEO and ABN AMRO where he was Senior Advisor for Capital Investments, dealing with investments in Italy and Private Equity. "With an eye towards the further developing our business," said Guido Damiani, the Chairman and CEO of the Damiani Group, “we are confident that the experience and skills of Francesco Minoli can make a significant contribution to further success inside our company”. "I thank the shareholders of Damiani for appointing me Director of the Board" - commented Francesco Minoli - "It’s a great honor and an exciting new adventure to join the Board of a company like Damiani, known and respected throughout the world.”
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21/07/2010 00:00 Damiani S.p.A.: The Shareholders' meeting approves the financial statements at March 31, 2010
Milan, July 21, 2010 - The shareholders of Damiani S.p.A. (Milan, Star: DMN) today approved, on first call, the annual financial statements of their parent company Damiani S.p.A. as at March 31, 2010. At the consolidated level, the Damiani Group closed the financial year 2009/10 with consolidated revenues amounting to 145.8 million euros compared to 149.8 million euros reported in the previous year with a consolidated EBITDA equal to -13.2 million euros (the adjusted consolidated EBITDA amounted to 0.3 million euros) compared to 1.1 million euros recorded as at March 31, 2009 . Consolidated net result was -18.2 million euros, compared with -4.7 million euros at March 31, 2009. During the 2009/10 financial year, Damiani S.p.A. recorded revenues of 56.7 million euros and a net loss amounting to -11.2 million euros. RESOLUTION FOR THE NEW AUTHORIZATION FOR PURCHASE AND DISPOSAL OF OWN SHARES The Shareholders' Meeting then resolved to authorize - subject to revocation, for the part not carried out -of the resolution adopted by the Shareholders at the meeting on July 22, 2009 – the purchase and disposal of own shares under co-joined Articles 2357 and 2357 ter of the Civil Code and Art. 132, D. of Decree Law 58/1998. The reasons for the authorization, which will allow the Company to acquire an important tool for management and strategic flexibility, consist of the possibility of (a) using own shares in operations related to projects of interest to the issuer as arises the opportunity for exchanges or transfers of share holdings, (b) performing operations to support the liquidity of these same shares in the interest of the Company and all members, in relation to contingent market situations, promoting the course of trading, according to law and regulations while ensuring the equal treatment of shareholders; (c) implementing distribution programs of shares or options , whether at a price or free, at the same value to directors, employees or associates of the Damiani Group, as well as programs for free allocation of shares to shareholders, in full compliance with primary and secondary regulatory requirements currently in force. The authorization to purchase own shares is structured as follows: maximum number of shares available for purchase: the Company may purchase a maximum number of ordinary shares whose nominal value does not exceed one tenth of the company share capital, for a maximum of 8,260,000 ordinary shares that must not represent more than 10% of the share capital, at a nominal value of 0.44 euros each, also keeping in consideration the shares held by the Company and any which may be held by subsidiaries. · Duration of the purchase authorization: the authorization was granted for a period of 18 months starting as of today’s date and lasting until the date of January 21, 2012. · Minimum and maximum purchase – As per the applicable acts: the purchase price of each of the own shares is set by the Board of Directors and must be, at an amount including additional expenses of purchase, as a minimum not less than 20% (twenty percent) and as a maximum not more than 20% (twenty percent) of the official price registered by the title in the trading session of the MTA on the day before each purchase. Method of purchase: purchase transactions may be made under Article 132 TUF, and Art. 144 bis of Consob Reg. No 11971/99, through a public tender offer of exchange or purchase, or on the market, according to procedures established by the company in charge of managing the market which do not permit the direct matching of orders of purchase with pre-determined proposals of orders for sale, or also through the purchase and sale of derivatives traded on the market, as stated in the regulations, and in all cases to ensure equal treatment of shareholders and compliance with all applicable laws, including European Community regulations. The purchase of own shares will be carried out in ways other than those listed above, as is permitted in accordance with laws in force, taking into account the need to comply with the principle of equal treatment for shareholders. The Shareholders’ Meeting also authorized, without imposing time limits, the availability of own shares purchased for a minimum amount that, in any event, are not less than 90% of the average of official prices on the MTA (Digital Stock Market) in the five days preceding the sale (exceptions exist in special cases in the interest of the Company, as in the case of trade or transfer of shares for the construction of industrial &/or commercial projects &/or those of interest to the issuer, and in case of transfer of shares to carry out programs according to Art. 114 bis of Legislative Decree no. February 24, 1998, n. 58). Acts of disposition regarding the shares purchased will be carried out one or more times, even before having completed the purchases in the manner deemed most appropriate in the interests of the Company, including the sale on the stock exchange, blocks, or by exchange of shares or other assets in industrial projects and / or commercial projects and / or those of interest to the issuer, in carrying out incentive programs and plans as per Article. 114 bis of Legislative Legislative Decree 24 February 1998, No 58, or also through a public tender offer of purchase or exchange. The shares can be alienated also through combinations with other financial instruments. Under the own share purchase program, approved by the Board of Directors on July 22, 2009 that concludes today, in accordance with the authorization resolution to purchase and sell own shares as approved by the Shareholders Meeting on July 22, 2009, Damiani SpA, announced that during the inclusive period from July 23 2009 to July 20 2010, (last purchase on September 11, 2009) it has purchased a total of no. 403,231 ordinary shares (equal to 0.488% of company capital) at an average unit price of 1.1369 euros, for a total of 458,453 euros and for a total number of 37 Bourse sessions. The purchase operations were carried out on the market, as per Art.132 of Legislative Decree 58/98 and Art. 144 bis of Consob Regulation 11971/99. This program was created in accordance with the authorization of the shareholders on July 22, 2009, which provided the option to purchase up to a maximum of 8,250,000 ordinary shares at a nominal value of 0.44 euros each, but representing no more than 10 % of company capital for a period of 18 months from the date of the shareholders' approval, meaning up to the date of January 22, 2011. Purchases were made in accordance with the rules and regulations in force: in particular, under Article. 5, co. 2, Reg No EC 2273/2003, Damiani S.p.a., during each session of the stock exchange, acquired a number of shares not exceeding 25% of the average daily volume of shares traded on the market, considered to be the average daily volume of trade in the twenty trading days preceding the date of purchase. The shares acquired to carry out the herein-described purchasing program were not subject to alienation for the duration of the program. Please note that as of this date, Damiani SpA holds 5,619,609 shares, (net of 1,000,000 shares sold in the acquisition of Rocca SpA) equal to 6.80% of company capital, at a thought out average price of 1.4645 euros, for a total of 8,230,156 euros. The Company does not own shares through affiliates, trustees or third parties. RESOLUTION TO ADOPT A PLAN BASED ON FINANCIAL INSTRUMENTS AS PER ART. 114 bis of Legislative Decree 58/98 The Shareholders' Meeting has also approved the adoption of a plan based on financial instruments under Article. 114 bis of Legislative Decree 24 February 1998, no. 58, entitled "Stock Option Plan 2010". The plan of free allocation of options to purchase Damiani shares ("Stock Option Plan 2010") provides for the granting of options for a maximum of 3,500,000 ordinary shares by the issuer at a par value of 0.44 each, implemented in one or more tranches, within 5 years after approval by the Shareholders’Meeting and is addressed to executive directors, managers, staff and other employees, consultants and collaborators of the issuer and companies of the Damiani Group, to be identified later. The Board of Directors has in fact received a mandate from the shareholders to implement this same plan including the identification of beneficiaries, who will be identified with the help of the Remuneration Committee. Shares in the plan will be drawn from the reserve of shares purchased and held by the Issuer in accordance with the shareholders' meeting resolutions to authorize the purchase and subsequent sale of own shares, under Articles. 2357 and 2357 ter of the Civil Code, in alternative to and according to a special resolution adopted by the relevant company bodies, will take place with a capital increase. The maximum number of shares in the Plan shall be 3,500,000. Detailed information on the “Stock Option Plan 2010” is contained in the documents available on the internet site www.damiani.com. The Shareholders lastly decided in extraordinary session on modifications to Articles 10, 11, 16 and 24 of the company bylaws and to insert the new Art. 34 in them, in accordance with the proposal of the Board of Directors following the implementation in Italy of Directive 2007/36/EC of the European Parliament and the Board on July 11, 2007, regarding the exercise of certain rights of shareholders in listed companies, implementing the delegation of powers given to the Government as per Article 31 of the law of July 7, 2009, no 88. The Shareholders appointment of new Board of Statutory Auditors and confirmed Gianluca Bolelli as acting Chairman of the Board of Auditors, Fabio Massimo Micaludi and Simone Cavalli as Statutory Auditors and Pietro Sportelli as Deputy Auditor and appointed Alessandro Madau as Deputy Auditor. Composed as such, by the sole list presented by the auditing partner Leading Jewels S.A., the Board of Statutory Auditors will be in charge until the approval of the 31/3/2013 financial statements. After re-determining the number of members of the Board of Directors as eight, the shareholders also appointed Francesco Minoli, as a new Director – non executive and non independent - of the Board of Damiani SpA. His candidacy was presented by the controlling shareholder, Leading Jewels S.A. and will last until the expiration of the current Board of Directors, and so until the approval of Financial Statements which will close on March 31, 2012.
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06/08/2010 00:00 Damiani S.p.A: Board of Directors approves the Group’s interim report for the first quarter ending June 30, 2010 of fiscal year 2010/2011
Valenza, August 6, 2010 – The Board of Directors of Damiani S.p.A. (Milan, Star: DMN), the parent company of the Damiani Group, a creator, producer and distributor of luxury and designer jewels in Italy and abroad, today approved the Group’s interim consolidated results for the first quarter ending June 30, 2010. In the first quarter Damiani DOS showed a revenues increase on the average of 20% indicating customer satisfaction for our collections. The multibrand boutiques also showed positive results, in improvement over June 30, 2009. Sales abroad showed signs of recovery after the recent crisis. Meanwhile the domestic market is still marked by uncertainity in the wholesale channel which is still in the destocking phase and maintains a cautious approach in purchasing also due to the low seasonality. The net debt remain stable as of March 31, 2010 and is in a strong improvement as compared to the same period of last period. CONSOLIDATED REVENUES During the first quarter of fiscal year 2010/2011 Damiani consolidated revenues from sales and services were equal to 26.4 million euro compared to 33.3 million euro as of June 30, 2009, with a 20.8% decrease versus the same period of last year at current exchange rates and with a decrease of 21.9% at constant exchange rates. Revenues Breakdown By Distribution Channel In the first quarter of fiscal year 2010/2011 retail revenues grew by 12.2% at current exchange rates and by 11.3% at constant exchange rates and amounted to 7.9 million euro. The improvement has been driven by the good improvement of Damiani monobrand stores, that showed a revenues increase on the average of 20%, reflecting how much consumers appreciate our products, and the good improvement of the Rocca stores. At June 30, 2010 the Group’s monobrand stores network included 33 Directly Operated Stores (DOS) and 47 franchised stores, located in the most important fashion streets in Italy and abroad. In the first quarter of fiscal year 2010/2011 wholesale revenues decreased by 29.7% at current exchange rates and by 30.8% at constant exchange rates to 18.5 million euro compared to 26.3 million euro as of June 30, 2009 especially caused to the destocking phase of the Italian wholesale channel. Revenues Breakdown By Geographical Area In the first quarter of fiscal year 2010/2011, Italian revenues amounted to 19.5 million euro with a decrease of 26.7% vs. the same period of last year, accounting for 73.9% of consolidated revenues. The growth in the retail channel partially offsets the general slowdown in the wholesale channel. Abroad the revenues of first quarter of fiscal year 2010/2011 amounted 6.9million euro with an increase of 2.4% vs the same period of last year accounting for 26.1% of consolidated revenues in increase of around 6 points % vs first quarter of fiscal year 2009/2010. In detail: § in the Americas, revenues reached 0.9 million euro in line with revenues compared to June 30, 2009 and accounted for 3.5% of consolidated revenues. § Revenues in Japan were equal to 2.4 million euro with a 32.2% increase at current exchange rates compared to the same period of the previous year and with a 16.8% increase at constant exchange rates. with some positive signals in a context penalised by the persistent contraction in the consumer demand. § During the first quarter of fiscal year 2010/2011 revenues in the Rest of the World amounted to 3.6 million euro with a 10.8% decrease at current exchange rates and with a 11.1% decrease at constant exchange rates compared to June 30, 2009, mainly driven by the negative trend in Europe and in the Middle East vs the strong increase of the Far East. OPERATING RESULT AND NET RESULT Damiani Group closed the first quarter of fiscal year 2010/2011 with a consolidated EBITDA negative for –2.0 million euro, compared to -1.3 million euro as of June 30, 2009. This EBITDA contraction is largely a consequence of the decrease in the group’s revenues which brought to a decline in gross profit. At the same time, the group was able to control service and personnel costs thanks to the actions implemented to improve the efficiency of the Group. Consolidated EBIT was negative and equal to –4.2 million euro, from -2.6 million euro as of June 30, 2009. Consolidated net result amounted to –4.5 million euro compared with –3.0 million euro achieved on June 30, 2009. NET FINANCIAL DEBT As of June 30, 2010 the Group’s net financial debt was equal to 39.5 million euro substantially stable compared to 39.0 million euro as of March 31, 2010 and in strong improvement compared to 51,5 million euro as of June 30, 2009. The executive responsible for preparing corporate accounting documents (Dott. Gilberto Frola) states under 'Article 154 bis, paragraph 2, of the Consolidated Finance Act that the accounting information contained in this press release corresponds to the documents, registers and accounting records.
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26/11/2010 00:00 Damiani S.p.A.:Board of Directors approves the Group's interim report for the First Half ending September 30, 2010 of fiscal year 2010/2011
Valenza, November 26th , 2010 – The Board of Directors of Damiani S.p.A. (Milan, Star: DMN), the parent company of the Damiani Group, a creator, producer and distributor of luxury and designer jewels in Italy and abroad, today approved the Group’s interim consolidated results for the first semester ending September 30, 2010. Guido Damiani, Chairman and C.E.O. of Damiani Group, has commented: “In this second quarter Damiani showed a remarkable performance particularly due to the good results achieved by its retail network, both monobrand and Rocca multibrand stores, and to the positive trend in foreign markets, notwithstanding that the demand for hard luxury good products remains volatily andthat the domestic wholesale channel is still in a destocking phase maintaining a cautious approach in purchasing. Moreover, we continue to focus on our activities in order to control the Group’s operating costs and to control our net debt which, at the end of September 2010 was stable as compared to March 31, 2010 and showed a strong improvement as compared to the same period of last year. We are, therefore, confident that the Group has undertaken the right move to go back to the level of revenues and profitability achieved before the present crisis”. CONSOLIDATED REVENUES During the first half of fiscal year 2010/2011 Damiani consolidated revenues from sales and services were equal to 55.5 million euro compared to 56.3 million euro of the same period of last year, with a 1.5 % decrease. In the second quarter the consolidated revenues increased by 27.1% as compared to the same period of previous year. Revenues Breakdown By Distribution Channel In the first half of fiscal year 2010/2011, retail revenues grew by 19% at current exchange rates and by 17.8% at constant exchange rates and amounted to 17.5 million euro. The growing trend has been driven by the improvement of Damiani monobrand stores and by the good results of the Rocca multibrand stores, indicating customer satisfaction for the collections. At September 30, 2010 the Group monobrand stores network included 32 Directly Operated Stores (DOS) and 49 franchised stores, located in the most important fashion streets in Italy and abroad. As for the Group expansion abroad in the first half 2010/2011, there was the opening of the new Damiani monobrand franchised stores in Singapore, Beirut (Lebabon) and Ning Bo (China), and of two new Bliss monobrand boutiques in Shanghai and in the touristic city of Haerbin Quilin, China. In the first half of fiscal year 2010/2011 wholesale revenues decreased by 8.6% at current exchange rates and by 10.3% at constant exchange rates to 37.9 million euro. Revenues Breakdown By Geographical Area In the first half of fiscal year 2010/2011, the revenues breakdown by geographical area reports Italian revenues amount to 40.0 million euro with a decrease of 6.9% versus the same results at September 30, 2009, accounting for 72% of consolidated revenues. The growth in the second quarter compared to the same period of last year considerably offsets the slowdown registered in the first quarter. In the Americas, revenues reached 2.5 million euro, with a 2.5% increase at current exchange rates and a 6.0% decrease at constant exchange rates, compared to the same period of last year. In Japan revenues reached 4.4 million euro, increasing by 33.5% at current exchange rates and by 14.1% at constant exchange rates compared to the same period of last year, as a result from the increase in both retail and wholesale channels. In the Rest of the World revenues amounted to 8.5 million euro with a 14.2% increase at current exchange rates and with a 13.6% increase at constant exchange rates compared to September 30, 2009. OPERATING RESULT AND NET RESULT Damiani Group closed the first half of fiscal year 2010/2011 with a negative consolidated EBITDA for –4.8 million euro, comparatively growing from the -6.9 million euro result as of September 30, 2009. The important controls and savings over service and personnel costs have partially offset the related effects of market evolution with decreasing sales trend. Consolidated EBIT was negative and equal to –7.8 million euro, increasing from -9.2 million euro as of September 30, 2009. Consolidated net result for the first half of fiscal year 2010/2011 was negative and amounted to –8.5 million euro, growing from the –9.5 million euro achieved on September 30, 2009. NET FINANCIAL DEBT As of September 30, 2010 the Group’s net financial debt was equal to 39.4 million euro substantially stable compared to 39.0 million euro as of March 31, 2010 and in strong improvement compared to 54.0 million euro as of September 30, 2009, thanks to the careful monitoring over net working capital. PROCEDURE FOR THE OPERATIONS WITH RELATED PARTS At the date of today, the Board of Directors of Damiani S.p.A. has also unanimously approved, subject to favourable agreement of the independent Directors participating at the Board, the Procedure for the operations with Damiani S.p.A. related parts, assigning the role and the relevant competences (tasks) to the ‘Committee for Internal Control and Effectiveness with related parts’, according to Consob regulation n. 17221/10. For further details, refer to Damiani S.p.A. Procedure for the operations with related parts, that will be published without delay on the corporate website www.damiani.com.
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11/02/2011 00:00 Damiani S.p.A.: Board of Directors approves the Group's interim report for the first 9 months ending December 31, 2010 of fiscal year 2010/2011
Valenza, February 11th , 2011 – The Board of Directors of Damiani S.p.A. (Milan, Star: DMN), the parent company of the Damiani Group, a creator, producer and distributor of luxury and designer jewels in Italy and abroad, today approved the Group’s interim consolidated results for the first 9 months ending December 31, 2010. Guido Damiani, Chairman and C.E.O. of Damiani Group, has commented: “Our Group’s performances in the third quarter the most important period for the jewellery industry, confirmed the trends already seen in the previous two quarters, with remarkable performances in our retail network, and in foreign markets, while the domestic wholesale channel remains in a destocking phase maintaining a cautious approach in purchasing. Moreover, we continue to focus on our activities in order to control the Group’s operating costs, select the investments and control our net debt which, at the end of December 2010 was decrease as compared to March 31, 2010 and showed a strong improvement as compared to the same period of last year. We are, therefore, confident that the Group has undertaken the right actions to maintain its financial stability and to go back to positive level of net profitability”. CONSOLIDATED REVENUES During the first 9 months of fiscal year 2010/2011 Damiani consolidated revenues from sales and services were equal to 111.5 million euro compared to 118.4 million euro of the same period of last year, with a 5.9% decrease. Revenues Breakdown By Distribution Channel In the first 9 months of fiscal year 2010/2011, retail revenues grew by 9.4% at current exchange rates and by 8.4% at constant exchange rates and amounted to 30.6 million euro. The growing trend has been driven by the improvement of Damiani monobrand stores (+27.7%), indicating customer satisfaction for the collections and by the good results of the Rocca multibrand stores. At December 31, 2010 the Group monobrand stores network included 33 Directly Operated Stores (DOS) and 46 franchised stores, located in the most important fashion streets in Italy and abroad. As for the Group expansion abroad in the 9 months 2010/2011, there was the opening of the new Damiani monobrand franchised stores in Singapore, Beirut (Lebabon), Ning Bo (China), a new Damiani DOS in Macao, and of two new Bliss monobrand boutiques in Shanghai and in the touristic city of Haerbin Quilin, China. In the first 9 months of fiscal year 2010/2011 wholesale revenues decreased by 10.5% at current exchange rates and by 12.0% at constant exchange rates to 80.7 million euro. Revenues Breakdown By Geographical Area In the first 9 months of fiscal year 2010/2011, the revenues breakdown by geographical area reports Italian revenues amount to 83.9 million euro with a decrease of 9.3% versus the same results at December 31, 2009, accounting for 75.3% of consolidated revenues. The decrease is due to the slowdown of the wholesale channel only partially offset by the good trend of the retail channel. In the Americas, revenues reached 5.6 million euro, with a 16.7% decrease at current exchange rates and a 23.6% decrease at constant exchange rates, compared to the same period of last year. The decrease is due to the slowdown of the wholesale channel only partially offset by the improvement of the retail channel In Japan revenues reached 7.5 million euro, increasing by 25.4% at current exchange rates and by 6.7% at constant exchange rates compared to the same period of last year, as a result from the increase in both retail and wholesale channels. In the Rest of the World revenues amounted to 14.3 million euro with a 10.1% increase at current exchange rates and with a 9.6% increase at constant exchange rates compared to December 31, 2009, for the effect of the sales increase in Far East. OPERATING RESULT AND NET RESULT Damiani Group closed the first 9 months of fiscal year 2010/2011 with a positive consolidated EBITDA for 0.5 million euro, comparatively growing from the -0.6 million euro result as of December 31, 2009. The important controls and savings over service and personnel costs have partially offset the related effects of market evolution with decreasing sales trend. Consolidated EBIT was negative and equal to –3.4 million euro, increasing from -4.2 million euro as of December 31, 2009. Consolidated net result for the first 9 months of fiscal year 2010/2011 was negative and amounted to –6.8 million euro, growing from the –7.4 million euro achieved on December 31, 2009. NET FINANCIAL DEBT As of December 31, 2010 the Group’s net financial debt was equal to 37.7 million euro substantially stable compared to 39.0 million euro as of March 31, 2010 and in strong improvement compared to 54.6 million euro as of December 31, 2009, thanks to the careful monitoring over net working capital.
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21/04/2011 00:00 Damiani S.p.A: The Board of Directors implements the Stock Option plan approved by the Shareholder Meeting on July 21, 2010
Valenza, April 21, 2011 – The Board of Directors of Damiani S.p.A. today resolved, together with the Compensation Committee, to proceed with a first implementation of the Stock Option plan, as approved by the Shareholders’ Meeting held on July 21, 2010, and addressed to executive directors, top management, senior staff, other employees, including sales managers of Damiani S.p.A. and of other companies of the Group. The Board singled out, together with the Compensation Committee, 50 Recipients (the members of Damiani family are not included) and resolved to assign them – following the personal contribution to Damiani Group development – a total amount of n. 1.863.000 individual, non transferrable free options among a maximum of n. 3.500.000 individual, non transferrable free options, in according to the plan approved by the Shareolders Meeting. Each option allows the right of purchase one share of Damiani S.p.A. at the price of Euro 1,47, upper than around 50% vs the actual price of Damiani share The Board of Directors, together with the Compensation Committee, fixed three different vesting period until April 21, 2013 (for n. 546.000 options), April 21, 2014 (for n. 930.000 options), April 21, 2015 (for n. 387.000 options) with the possibility to exercise the assigned options in the following 3 years. Please additionally note that the shares in the Plan will be taken from the share depository of own shares purchased and held by Damiani S.p.A. in conformance with the shareholders’ resolution on July 21, 2010 to authorize the purchase and later distribution of the own shares. Therefore, the assignment of the shares will not have any diluting effect on the share holding company of Damiani S.p.A. Detailed information are listed in the informational document required as per Art. 84 bis of Consob Regulation n. 11971/99, which is available to the public at the headquarter, at the Borsa Italiana (Italian Bourse) S.p.A. and on web site www.damiani.com
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10/06/2011 00:00 Damiani S.p.A.: Board of Directorsapproves Group's results at March 31, 2011
Milan, 10 June 2011 – Damiani S.p.A’s board of Directors (quoted Milan, Star: DMN) leader of the Damiani Group, which creates, produces and distributes high-end jewelry and watches, today approved the Group’s Consolidated Financial Results for Full Year ending March 31, 2011 and the Group’s Corporate Governance Report and the Possessor Arrangement for the closing period at March 31, 2011. Guido Grassi Damiani, President and CEO of the Damiani Group, commented: "The just concluded year confirmed the previous emerging trends, giving positive revenues in the retail channel, both in the mono-brand as much as in the multi-brand shops and some difficulties in the domestic wholesale channel. Damiani’s brand business has grown by about the 16% YoY performing great results especially in the retail channel and increasing his international visibility. We have moved forward strategically expanding Damiani and Bliss brands into new markets abroad where we were not present last year, in particularly in the Asian countries where the growth rate is increasing, together with the evergreen affection towards the Made in Italy. Our Group has high expectation on those countries and it is working on strengthening its presence and opening new point of sales. Moreover, we continued with our actions aimed to the selective implementation of investments and to the strict control on the operating costs and on the financial debt which has been decreasing compared to March 31, 2010, and which is now equal to less than 1/3 (one third) of the net equity. In the two first months of the current fiscal year we recorded a positive trend on revenues that confirm the appreciation of our offer and the goodness of the activities we are gradually realizing. I strongly believe that our full implementation of the actions will alloowe us to recover a positive profitability within the current year. This will consent us to maintain a solid balance sheet together with a net financial position under control”. CONSOLIDATED REVENUES Group’s consolidated revenues at March 31, 2011, for fiscal year 20010/11, were equal to 143.5 million Euros compared to 145.8 million Euros as of March 31, 2010 with a drop of 1.5%, at current exchange rates and of 2.8% at constant exchange rates. Specifically, in the fourth quarter of fiscal year 2010/2011, consolidated revenues were 32 million Euros up by 17.4% compared to the same period of last year, at current exchange rates. Revenues breakdown by sales channel At March 31, 2011 the Group managed 78 points of sale of which 32 direct points of sale and 46 franchised stores located in the most prestigious Italian and international luxury streets. During FY2010/2011 the Group inaugurated new monobrand boutiques in franchising in Singapore, Beirut and Ninbo (China). Then we opened in China two monobrand Bliss boutiques in Shangai and in the touristic city of Haerbin Quilin and in January we inaugurated three Rocca boutiques in franchising in Cancun. In November 2010 has been inaugurated the monobrand D.O.S. Damiani in Macao. Revenues of the retail channel for fiscal year 2010/2011 reached 39.3 million Euros, compared to 35.4 million Euros as of March 31, 2010 up by 11.1% at current exchange rates and by 10.1% at constant exchange rates. The progress of the retail channel was due to the good performance of our mono brand multi brands boutiques, both in Italy and abroad. In detail, the monobrand Damiani recorded a growth of 26.7%. Revenues of the wholesale channel for fiscal year 2010/2011 decreased by 5.4% at current exchange rates and by 6.9% at constant exchange rates, totaling 104.0 million Euros compared to 110.0 million Euros for the previous fiscal year. Revenues breakdown by Geographical area In fiscal year 2010/2011, Italian turnover totaled 103.4 million Euros with a decreasing of 8.0% compared to the previous fiscal year. The sales in the domestic market were largely driven by the good performances of the retail channel which partially offset the decline in wholesale revenues. In particular Damiani monobrand stores in Italy were up +28,5% as a result of appreciation of the collections. During fiscal year 2010/2011, in the Americas, revenues reached 8.2 million Euros, equal to 5.7% of consolidated sales, with a 60.9% increase at current exchange rates and 50.4% at constant exchange rates if compared to March 31, 2010. In fiscal year 2010/2011 revenues in Japan were equal to 9.8 million Euros, increasing of the 16.0% at current exchange rates and steady at constant exchange rates, compared to the same period of the previous year. During fiscal year 2010/2011, Rest of World revenues amounted to 21.8 million Euros, increasing by 12.5% at current exchange rates and by 12.1% at constant exchange rates, compared to March 31, 2010. OPERATING RESULTS AND NET RESULT At profitability level during the fiscal year 2010/2011, the Damiani Group registered a negative consolidated EBITDA of -6.1 million Euros, compared to -13.2 million Euros recorded at March 31, 2010. The costs of production are in decrease concerning personnel costs and external services costs, thanks to the structure rationalization and savings, while the increase of raw material costs made pressure on costs of sales. Both in FY 2010/2011 and in FY 2009/2010 the Group posted provisions to cover the risk of losses in the values of current assets and to adequate balance sheet values to the market context; these provisions affectedthe profitability of the Group . Consolidated operating result for the fiscal year 2010/2011 was negative equal to 10.9 million Euros increasing compared to the -19.1 million Euros recorded at March 31, 2010. The Group net result for fiscal year 2010/2011 was negative for 14.5 million Euros improving compared to the –18.2 million Euros in fiscal year 2009/2010. NET DEBT At March 31, 2011, the Group net debt was equal to 28.9 million Euros, with an improvement compared to the 37.7 million Euros as of December 31, 2010 and compared to the 39 million Euros as of March 31, 2010. This improvement was mainly due to positive effects of the monitoring actions on the net operating working capital during the FY. GROUP PARENT RESULTS The Group Parent Damiani S.p.A. recorded total revenues for 60.8 million Euro (+7.2% vs March 31, 2010) and achieved a net loss of 5.3 million Euros (in FY 2009/2010 the loss was 11.2 million Euros). The Board of Directors decided to propose to the Shareholders' meeting to proceed to cover the financial period loss for Damiani SpA using existing reserves. PRESCRIPTIVE AMENDMENT OF THE COMPANY’S BY LAWS The Board of Directors of Damiani S.p.A. also resolved upon the prescriptive amendment of the Company’s By-laws in compliance with article 135-novies, sixth paragraph, of Legislative Decree no. 58/98, by inserting into article 11 of the By-Laws – which rules the right of the Shareholders to attend the Shareholders’ Meeting by means of a representative –a provision stating that the proxy can be notified to the Company also by means of certified e-mail, to the address specified in the meeting notice, in compliance with the laws and regulation in force. By means of the same resolution, the Board of Directors also decided to delete article 34 of the Company’s By-Laws, concerning the provisional regulations applicable to the Shareholders’ Meetings called before October 31, 2010, since such provision is outdated. The amended By-Laws and the minutes of the relevant resolution will be made available to the public with the modalities and within the terms provided by the laws and regulation in force. IMPLEMENTATION OF THE SECOND TRANCHE OF THE STOCK GRANT PLAN 2009 Today, with the assistance of the Remuneration Committee, the Board of Directors of Damiani S.p.A. also resolved upon the implementation of the second tranche of the Stock Grand Plan approved by the Shareholders’ Meeting on July 22, 2009, concerning the granting – in one or more tranches – of a maximum number of 1.000.000 own shares in favor of employees and directors of Damiani S.p.A. and its subsidiaries (the “Plan”). With the assistance of the Remuneration Committee the Board has also identified 11 further Beneficiaries of the second tranche of implementation of such Plan, and resolved to grant such Beneficiaries – pursuant to criteria connected to their personal contribution to the development of the Damiani Group – an overall number of 187.000 ordinary shares of Damiani S.pA., out of the maximum number of 1.000.000 own shares concerned by the Plan approved by the Shareholders’ Meeting. Please note that the shares concerned by the Plan will be taken from the stock of own shares purchased and held by Damiani S.p.A. pursuant to the resolution of the Shareholders’ Meeting of July 21, 2010 to authorize the purchase and subsequent disposition of own shares. Therefore the granting of shares will have no dilutive effect on the current shareholders of Damiani S.p.A. The identified Beneficiaries will be entitled to receive the shares of Damini S.p.A., for free and starting from June 15, 2012. For further details please make reference to the integrative informational document prepared pursuant to article 84-bis of CONSOB Regulation no. 11971/1999, made available to the public at the registered office of the Company and Borsa Italiana S.p.A., and published on the Company’s website at the address www.damiani.com SHAREHOLDERS’ MEETING During the meeting held today the Board of Directors has also resolved to call for the Shareholders’ Meeting, to be held at the registered office of the Company on July 27, 2011 on first call, and (if necessary) on July 29 on second call, in order to discuss and resolve upon the following matters: in ordinary meeting, approval of the Financial Statements as of March 31, 2011, and upon the authorization to the purchase and subsequent disposition of own shares; and to propose a modification of the Stock Option Plan 2010 and of Stock Grant Plan 2009; in extraordinary meeting, to amend the Company’s By-Laws pursuant to CONSOB Resolution no. 17221/2010. The meeting notice and all the documentation provided for by the laws and regulation in force will be made available to the public with the modalities and within the terms of law and regulations. The reasons behind the decision of the Board of Directors to submit to the Shareholders’ Meeting the request of authorization to purchase (and, at certain conditions, to dispose of) own shares - always complying with the principle of equal treatment of all shareholders and with the laws and regulation in force – will be detailed in the Directors Report drafted pursuant to article 125-ter of the Consolidated Law on Finance. The Corporate Governance Report is contained in the Financial Statements file, which is made available to the general public following the methodologies laid down by the relative legislation currently in force and, therefore, also within the “Investor Relations” sector of the website www.damiani.com.
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27/07/2011 00:00 Damiani S.p.A.: The Shareholders' Meeting approves the financial statements at March 31, 2011
Damiani S.p.A.: The Shareholders' Meeting approves the financial statements at March 31, 2011 Authorization to purchase own shares is renewed Change to Stock Option Plan 2010 and Stock Grant Plan 2009 are approved Change art.20 of new Board of Statutory Auditors approved Valenza, July 27, 2011 - The Shareholders’ meeting of Damiani S.p.A. (Milan, Star: DMN) today unanimously approved, on first call, the annual financial statements of their parent company Damiani S.p.A. as at March 31, 2011. At the consolidated level, the Damiani Group closed the financial year 2010/11 with consolidated revenues amounting to 143.5 million euros compared with 145.8 million euros reported in the previous year with a Consolidated Net Result equal to -14.5 million euros compared with -18.2 million euros at March 31, 2010. At March 31, 2011 the Net Debt of Damiani Group was 28.9 million euros with an improvement of 10.2 million euros vs March 31, 2010. During the 2010/11 financial year, Damiani S.p.A. recorded revenues of 60.8 million euros(+ 7.2% vs previous year) and a Net Result amounting to -5,3 million euros (Net Result was -11.2 as at march 31, 2010) RESOLUTION FOR THE NEW AUTHORIZATION FOR PURCHASE AND DISPOSAL OF TREASURY SHARES The Shareholders' Meeting resolved to authorize - subject to revocation, for the part not carried out -of the resolution adopted by the Shareholders at the meeting on July 21, 2010 – the purchase and disposal of own shares under co-joined Articles 2357 and 2357 ter of the Civil Code and Art. 132, D. of Decree Law 58/1998. The reasons for the authorization, which will allow the Company to acquire an important tool for management and strategic flexibility, consist of the possibility of (a) using own shares in operations related to projects of interest to the issuer as arises the opportunity for exchanges or transfers of share holdings, (b) performing operations to support the liquidity of these same shares in the interest of the Company and all members, in relation to contingent market situations, promoting the course of trading, according to law and regulations while ensuring the equal treatment of shareholders; (c) invest in Company shares if the stock trends or the liquidity available make the investment convenient (d)give/sell out shares to the employees and implementing distribution programs of shares or options in full compliance with art. 114-bis of T.U.F.; (e) the purchase will be in relation to commercial operations that will be in the Company’s interest. The authorization to purchase treasury shares is structured as follows: . maximum number of shares allowed to be purchased: the Company may purchase a maximum number of ordinary shares whose nominal value does not exceed the limits of the law, for a maximum of 16,250,000 ordinary shares, at a nominal value of 0.44 euros each, also keeping in consideration the shares held by the Company and any which may be held by subsidiaries; • duration of the purchase authorization: the authorization was granted for a period of 18 months starting as of today’s date and lasting until the date of January 27, 2013; • minimum and maximum purchase – As per the applicable acts: the purchase price of each of the own shares is set by the Board of Directors and must be, at an amount including additional expenses of purchase, as a minimum not less than 20% (twenty percent) and as a maximum not more than 20% (twenty percent) of the official price registered by the title in the trading session of the MTA on the day before each purchase; • method of purchase: purchase transactions may be made under Article 132 TUF, and Art. 144 bis of Consob Reg. No 11971/99, (i) through a public tender offer of exchange or purchase, (ii) on the market, according to procedures established by the company in charge of managing the market which do not permit the direct matching of orders of purchase with pre-determined proposals of orders for sale, (iii) through the purchase and sale of derivatives traded on the market, as stated in the regulations, (iv) through the attribution of a put option to the Shareholders proportionally to the shares owned that has to be exercised within 18 months from today and in all cases to ensure equal treatment of shareholders and compliance with all applicable laws, including European Community regulations. The purchase of treasury shares will be carried out in ways other than those listed above, as is permitted in accordance with laws in force, taking into account the need to comply with the principle of equal treatment for shareholders. For further details please refer to the Directors’ Report on the agenda of the ordinary part under article n. 125 ter of the legislative decree n. 58/1998 available on the internet website of the Company, section Investor Relations/Shareholders/Shareholders’ Meeting. Please note that as of this date, Damiani SpA holds 5,573,309 shares, equal to 6.75% of company capital, at a thought out average price of 1,4645 euros, for a total of 8,162,350 euros. The Company does not own shares through affiliates, trustees or third parties. CHANGE TO THE STOCK OPTION PLAN APPROVED BY THE SHAREHOLDERS' MEETING HELD ON 21 JULY 2010 With a view to best pursuing the incentive objectives relative to the Stock Option Plan 2010, the Shareholders' Meeting of the company approved the change proposed by the Board of Directors. According to this change there is now recognized the right to exercise their stock options also by those beneficiaries who, even though they did have the necessary relevant relationship at the date when their options arrived at maturity, had ceased to have that relationship at the date when they actually exercised their option right. CHANGE TO THE STOCK GRANT PLAN APPROVED BY THE SHAREHOLDERS' MEETING HELD ON 22 JULY 2009 For the purpose of best pursuing the incentive objectives relative to the Stock Grant Plan 2009, the Shareholders' Meeting of the company approved the change, which was proposed by the Board of Directors. According to this change from now on the administrative body of the company has been allowed, at the time of the actuation of the Plan, to also assign the shares to those Beneficiaries whose relevant relationship with the company has already ceased at the date of the assignment of the shares. CHANGE TO ARTICLE 20 OF THE ARTICLES OF INCORPORATION OF THE COMPANY IN CONFORMITY WITH THE CONSOB REGULATION N° 17221/10 The Shareholders' Meeting of the company approved the change to article 20 of the Articles of Incorporation of the company, for the purposes of making the faculties allowed by the CONSOB Regulation n° 17221/10 both applicable and effective and of the Regulation and that is laid down by the relative procedure, in conformity with the applicable legislation. Specifically, the operations by interested parties concluded giving respect to procedures approved by the Board of Directors to apply laws in force. These procedures foresee, as exceptions to ordinary rules, specific ways to conclude operations with interested parties (i) in urgent cases and (ii) in urgent cases connected to company crises.
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08/08/2011 00:00 Damiani S.p.A. - BoD approves the Group's interim report for the first quarter ending June 30, 2011 of fiscal year 2011/2012
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25/11/2011 00:00 Damiani S.p.A: The Board of Directors approves the Group’s interim report for the first half ending September 30, 2011 of fiscal year 2011/2012
Valenza, November 25th, 2011 – The Board of Directors of Damiani S.p.A. (Milan, Star: DMN), the parent company of the Damiani Group, a designer, producer and distributor of luxury jewels in Italy and abroad, today approved the Group’s interim consolidated results for the first half ending September 30, 2011. Guido Damiani, Damiani Group’s President and C.E.O. has commented: “In this first half Damiani showed a good performance particularly due to the good results achieved by our retail network, confirming a positive trend that continued over the past two yars, through both the Damiani monobrand boutiques in Italy and abroad, with an average increase of +27%, and the Rocca multibrand stores. The wholesale channel showed a double digit growth, with some positive signals on the domestic market despite the high degree of uncertainty still present in the sector. The careful monitoring over net working capital have led to additional improvement, compared to March 31 2011, in the net debt which is in strong decline as compared to the same period of last year. The uncertainity of the macroeconomic scenario makes more difficult the forecast for this second half, which is usually the high seasonal sales period in our sector. Anyway the Group will go on pursying its targets mantaining the effective measures already achieved in the first half and concentrating on focused investments. CONSOLIDATED REVENUES During the first half of fiscal year 2011/2012 Damiani consolidated revenues from sales and services were equal to 61.3 million euro compared to 55.5 million euro of the same period last year, with a 11.1% increase at constant exchange rates and 10.4% increase at current exchange rates. Revenues Breakdown by Geographical Area In the first half of fiscal year 2011/2012, the revenues breakdown by geographical area reported Italian revenues with an increase of 13.3% versus the same results at September 30, 2010. The growth in the first half was due to the increase in both wholesale and retail channels. In the Americas revenues showed a 26.6% increase at constant exchange rates (13.8% increase at current exchange rates) compared to the same period of last year. In Japan revenues showed a 5.4% increase at constant exchange rates (5.7% increase at current exchange rates) compared to the same period of last year, as a result from the increase in retail channel. In the Rest of the World revenues showed a 1.1% decrease at constant exchange rates (1.7% decrease at current exchange rates if compared to September 30, 2010). As for the Group expansion abroad in the first half 2011/2012, there was the enlargement of our subsidiary in Hong Kong and the opening of the new Damiani monobrand franchised stores in Chengdu, one of the most populous and important economic center of China and of a new Bliss monobrand boutiques in Shanghai in the International Finance Centre (IFC) the most prestigious mall of the city, and a new Rocca multibrand boutique in Lugano. OPERATING RESULT AND NET RESULT Damiani Group closed the first half of fiscal year 2011/2012 with a negative consolidated EBITDA for –3.3 million euro, comparatively improving of 1.5 million euro from the -4.8 million euro result as of September 30, 2010. Consolidated EBIT was negative at –4.8 million euro, improving of 3 million euro from -7.8 million euro as of September 30, 2010. The Consolidated net result for the first half of fiscal year 2011/2012 was negative and amounted to –7.2 million euro, improving from the –8.5 million euro of September 30, 2010. NET FINANCIAL DEBT As of September 30, 2011 the Group’s net financial debt was equal to 28.1 million euro in strong improvement compared to 39.4 million euro as of September 30, 2010 and slightly in improvement compared to 28.9 million euro as of March 31, 2011 thanks to the careful monitoring over net working capital.
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10/02/2012 00:00 Damiani S.p.A: Board of Directors approves the Group’s interim report for the first 9 months ending December 31, 2011 of fiscal year 2011/2012
Valenza, Italy, February 10th , 2012 – The Board of Directors of Damiani S.p.A. (Milan, Star: DMN), the parent company of the Damiani Group, a creator, producer and distributor of luxury and designer jewels in Italy and abroad, today approved the Group’s interim consolidated results for the first 9 months ending December 31, 2011. Guido Damiani, Chairman and C.E.O. of Damiani Group, has commented: "Performance in the 9 month period generally confirmed a positive sales trend, albeit with some signs of a slowdown in the third quarter. Despite the increase in prices of raw materials used in the production process, the Group recorded an increase in gross operating margin compared to the previous year. Therefore, while still in an economic environment characterized by uncertainty, the Group will continue its strategy of expansion abroad, implementing measures to increase the efficiency of production processes with a view to economic and financial balance." CONSOLIDATED REVENUES During the first 9 months of financial year 2011/2012 Damiani consolidated revenues were equal to 118.4 million euro, an increase of +6.4% at constant exchange rates and +6.2 % at current exchange rates as compared to 111.5 million euro in the prior year period. Revenues Breakdown By Distribution Channel In the first 9 months of financial year 2011/2012, consolidated revenues were 32.6 million euro, an increase of 6.8% at the constant exchange rates and 6.5% at the current exchange rate.. The positive trend in the retail area was due to growth derived from Damiani boutiques in Italy and abroad (+14%), indicating customer satisfaction for the collections, including those of the Rocca multibrand stores. At December 31, 2011 the Group monobrand stores network included 32 Directly Operated Stores (DOS) and 51 franchised stores, located in the most important fashion streets in Italy and abroad. As for the Group expansion abroad in the first 9 months of 2011/2012, there was the opening of the new Damiani monobrand franchised stores in Chengdu, China. In Central America the Group opened two shops in shops and four corners in the prestigious Department Store of the Palacio de Hierro chain in Mexico City. In the first 9 months of fiscal year 2011/2012 wholesale revenues increased by 6.2% at current exchange rates (of 6.1% at current exchange rates) and were equal to 85.6 million euro. Revenues Breakdown By Geographical Area In the first 9 months of financial year 2011/2012, the revenues breakdown by geographical area reported Italian revenues amount to 87.7 million euro (an increase of 4.5% compared to December 31, 2010) with an effect on consolidated revenues equal to 74.0%. In the Americas, revenues reached 5.2 million euro, stable at fixed exchange rates and with a decrease of 6.9% at the current exchange rate as compared to December 31, 2010. In Japan revenues reached 7.5 million euro, a decrease of 2.4% at the fixed exchange rates, and stable at the current exchange rate, as compared to the same period of last year. In the Rest of the World revenues amounted to 17.9 million euro with a 24.8% increase at constant exchange rates (24.7% at current exchange rates) compared to December 31, 2010. OPERATING RESULT AND NET RESULT Damiani Group closed the first 9 months of financial year 2011/2012 with a positive consolidated EBITDA of 1.4 million euro, comparatively growing from the 0.5 million euro result as of December 31, 2010. The consolidated operating result was negative and equal to -0.8 million euro, an improvement as compared to -3.4 million euro as of December 31, 2010. Consolidated net result for the first 9 months of fiscal year 2011/2012 was negative and amounted to –5.3 million euro, an improvement as compared to -6.8 million euro achieved on December 31, 2010. NET FINANCIAL POSITION As of December 31, 2011 the Group’s net financial position was negative for 34.7 million euro, an increase as compared to 28.9 million euro as of March 31, 2011 and in reduction as compared to 37.7 million euro as of December 31, 2010. STOCK GRANT PLAN 2009 AND THE STOCK OPTION PLAN 2010 On this same date, the Company Board of Directors, with the help of the auxiliary Committee for Remuneration, implemented the shareholders’ meeting resolutions of July 27, 2011 as regards the modification of the Stock Plan 2009 and the Stock Option Plan 2010, emending the regulations of parts awaiting validation, as follows: (i) allowing beneficiaries of the second cycle of implementation of the Stock Grant Plan 2009 to receive shares provided that they retain a relevant relationship with the Damiani Group until the date of March 31, 2012 ( the closing date of the reporting period, provided that the results 2011/2012 are consistent with those expected and that the recipients have reached the individual goals assigned them), (ii) allowing beneficiaries of the first cycle of implementation of the Stock Option Plan of 2010 to exercise the options allocated to them provided they retain a relevant relationship with the Damiani Group until the dates of March 31, 2013, 2014, 2015 (the closing periods of company reference, provided that their results are consistent with those expected). The information relating to the amendment of the Stock Grant Plan 2009 and the 2010 Stock Option Plan will be made available to the public in accordance with the procedures established by law.
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29/02/2012 00:00 Damiani S.p.A. signed a partnership agreement with ITOCHU to strengthen the presence in Japan
Milan 29 February 2012 Damiani S.p.A. (Milan, Star: DMN) today announced a strategic agreement with Itochu, the Japanese group with basis in 80 countries and over 70,000 employees. The agreement provides for the entry of Itochu in the share capital of the Japanese subsidiary Damiani Japan KK with a minority stake of 14% through a reserved capital increase. Through this partnership, the Damiani Group will strengthen its presence in the important Japanese market. Itochu is one of the leading Japanese groups and is active in the world in various sectors including textile, aerospace, electronics, multimedia, energy, chemistry, finance and real estate and has worked with important brands in the fashion and luxury sectors. In the fiscal year ending March, 2011, Itochu reported consolidated revenues of about 116 billion euros. "I am very satisfied with the agreement reached with Itochu,”- said Guido Damiani, President and CEO of the Damiani Group - It’s one of the most important groups in the world with over 150 years of history. This agreement, which represents a further step in the international growing strategy, will enable our Group to speed up the development in Japan, traditionally one of the most important markets for the jewelry sector and for Damiani.” “With this transaction," continued Guido Damiani, "our Company will benefit from the know-how, trade relations and deep understanding of the Japanese market and the logic of local distribution used by Itochu over the years. I am sure that this agreement will lead to positive results for both groups. It's extremely prestigious for Damiani that a group at the level and size of Itochu has decided to invest in us." Masahiro Morofuji, COO of Brand Ma?keting Div.1of Itochu Corporation , commented on the new partnership:“We are greatly honored to form this partnership with the Damiani Group. ITOCHU will utilize its expertise and know-how on brand development, cultivated through the experience in the import businesses of prestige and luxury brands, to increase the Damiani brand value in the market and strengthen its retail business.” Damiani Group, which in the first 9 months period of the fiscal year 2011/2012 has grown of 6.4%, will consider other Joint Venture possibilities in other countries with the aim to further increase its international presence.
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14/06/2012 00:00 Damiani S.p.A.: Revenues up +5.6%. Approved the Financial Statements and the Consolidated Financial Statements to 31 March 2012
Milan 14 June 2012 – The Board of Directors of Damiani S.p.A. (Milan, Star: DMN) head of the Damiani group, operating in the creation, production and distribution of high end watches and jewellery, has today approved the Financial Statements and the Consolidated Financial Statements to 31 March 2012, the Management Report, and the Annual Report on Corporate Governance and the Ownership Structure for the financial year to 31 march 2012, the Remuneration Policies and procedures for the implementation, and the Remuneration Report. Guido Grassi Damiani, President and CEO of the Damiani group, said, “Over the twelve months to 31 March 2012, we continued to grow with our directly managed mono-brand and multi-brand boutiques, which confirmed the positive trends continuing for two financial years. The wholesale channel also grew despite the great uncertainty in the sector, particularly in Italy. We continued the expansion strategy of the Damiani brand in new overseas markets, especially in Asian countries with high development potential, with strategic agreements with local partners in Japan and China. In May, we also inaugurated our first Damiani boutique in New Delhi, India. At the same time, we put into practice, and will continue to effect, strict cost controls internally in order to accomplish all the possible operations aimed at increasing the efficiency of the production and distribution processes. In this way, I believe that we will soon be able to recover an adequate level of operating profitability, maintaining balance at capital level without changing the overseas expansion strategy, which is moving in the hoped-for direction.” CONSOLIDATED REVENUES Group consolidated revenues to 31 March 2012 for the financial year 2011/2012 were Euro 151.7 million compared to Euro 143.5 million to 31 March 2011, an increase of 5.7% at current exchange rates and 5.6% at fixed exchange rates. In the last quarter of the financial year 2011/2012 alone, consolidated revenues were Euro 33.2 million with a growth of 3.7% at current rates compared to the corresponding period in the previous financial year. Breakdown of revenues by sales channel At 31 March 2012, the group managed 75 points of sale of which 47 are direct and 28 franchised situated in the main cities in Italy and abroad. During the financial year 2011/2012 new boutiques were inaugurated. In May 2011 a new Bliss store in franchising opened in Shanghai in the International Finance Centre (IFC), the most prestigious mall in Shanghai. A Rocca multibrand direct store opened in Lugano in May. In July 2011 a new Damiani boutique in franchising opened in Chengdu, one of the most populated and important economic areas in China. At the end of 2011, 6 new shops in shops Damiani have opened within the department store chain Palacio de Hierro in Mexico. In February 2012 the new Damiani flagship store in Via Montenapoleone in Milan was inaugurated. In March a new Damiani direct store opened in Osaka. The revenues of the retail channel relating to the financial year 2011/2012 was Euro 46.3 million compared to Euro 41.4 million to 31 March 2011, with a growth of 12.0% at current exchange rates and 11.6% at fixed exchange rates. The trend in the retail channel can be referred to the good trend in both our mono and multi-brand boutiques. The revenues of the wholesale channel for the financial year 2011/2012 rose by 3.0% at the current exchange rates and at fixed exchange rates and were Euro 105.0 million with respect to Euro 101.9 million in the corresponding period of last year. Breakdown of revenue by geographic area During the financial year 2011/2012, revenues from sales and services in Italy were Euro 108.2 million with an increase of 4.6% respect to the revenues to 31 March 2011, despite the climate of uncertainty which affected the country in the second half of the financial year 2011/2012, which also influenced negatively the jewellery consumption. During the financial year 2011/2012, revenues in the Americas had a -16.2% decrease at current exchange rates and a -12.7% decrease at fixed exchange rates compared to 31 March 2011. During the financial year 2011/2012, sales in Japan, had a -1.9% decrease at current exchange rates and a -5.6% decrease at fixed exchange rates, compared to the same period in the previous financial year. In the financial year 2011/2012, sales in the Rest of World showed an increase of 21.8% at current exchange rates of 21.6% at fixed exchange rates compared to 31 March 2011. OPERATING EARNINGS AND NET PROFIT In terms of profitability, during the financial year 2011/2012, the Damiani group recorded a negative consolidated EBITDA of Euro 4.3 million, with an improvement on the Euro -6.1 million recorded to 31 March 2011. The Consolidated Operating Profit in the financial year 2011/2012 was negative at Euro 7.4 million, an improvement over the Euro -10.9 million recorded to 31 March 2011. The Group Net Profit in the financial year 2011/2012 was negative at Euro 11.9 million, an improvement on the Euro -14.5 million of the financial year 2010/2011. NET DEBT At 31 March 2012 the group had a net financial debt of Euro 28.6 million, with an improvement respect to the Euro 34.7 million at 31 December 2011 and the Euro 28.9 million at 31 March 2011. The stability of the borrowing is mainly attributable to the positive effects of the monitoring on the net working capital created in the financial year. RESULTS OF PARENT COMPANY The parent company Damiani S.p.A. recorded total revenues of Euro 64,8 million (+6,5% compared to the previous financial year) and returned a negative net profit of Euro 6,0 million, with an improvement vs the financial 2010/2011 when the loss was Euro -5.3 million. The Board of Directors has decided to propose to the Shareholders Meeting that the losses of Damiani S.p.A. for the financial year are minimised using the existing reserves. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR On 21 April 2011, the Board of Directors of Damiani S.p.A. implemented the Stock Option Plan approved by the Shareholders’ Meeting on 21 July 2010. On the same date in April, the Board of Directors of Damiani S.p.A. likewise ratified the renunciation of all recompense for the financial year 2011/2012 by directors Guido Grassi Damiani (chairman and managing director), Giorgio Grassi Damiani (deputy chairman) and Silvia Grassi Damiani (deputy chairman) for an overall Euro 1.3 million. In May 2011, in correspondence with the Cannes Festival, Damiani organised an event to promote the Sino-American film ‘Snow Flower and the Secret Fan’ set in 19th century China. It was an affinity of interests with the Chinese world that is part of a series of activities and projects for the Chinese market, one of the most important objectives for the brand. Damiani took part as partner in the 41st conference of Giovani Imprenditori (Young Businesspeople) of Confindustria, held in Santa Margherita Ligure on 10-11 June 2011. The participation was repeated at the 42nd Conference held in June 2012. In September, the new advertising campaign for the Salvini brand started with the launch of the new collections worn by Eva Longoria, the famous and fascinating American actress, the new prestigious international testimonial who is contributing to strengthening the image and fame of the brand. On 27 October, Guido Damiani, chairman of the Damiani group, took part in the Foreign Trade States General, organised by the Italian government in Rome, with a selected group of businesspeople and as the only representative of the luxury goods sector. The aim of the meeting was to develop strategies for the expansion of Italian companies abroad. On 25 November, the unique pieces of the Damiani collection were presented in China for the first time, at the Peninsula Hotel, Shanghai. They were presented in the sphere of the exclusive ‘Masterpiece Couture’, before leading names from business, culture and local entertainment. In January 2012, the Damiani group signed a strategic agreement with the Japanese group Itochu, which operates internationally in various sectors and has worked with important fashion and luxury brands. On the basis of the agreement signed, Itochu has entered the capital of the Japanese subsidiary Damiani Japan KK with a minority holding of 14% through an increase in reserved capital. The Damiani group will be able to make use of the expertise of the partner in the commercial and distribution network to increase its weight in Japan. On 16 February 2012, the American star Sharon Stone inaugurated the Damiani boutique in Via Montenapoleone, Milan, completely refurbished in accordance with the new concept created by the group designers, inspired by typically Italian taste and creativity. SIGNIFICANT EVENTS AFTER THE END OF THE FINANCIAL YEAR In May, the group signed a distribution agreement for the Damiani brand in China with Hengdeli group, leader in the distribution of high-class watches in the Chinese market. The agreement, which will last for several years, plans the opening of various shop-in-shops and Damiani corners in the partner’s network of shops. The Hengdeli group has been listed on the Hong Kong Stock Exchange since 2005. In May, the first Damiani boutique in India was opened in New Delhi in the luxurious Oberoi Hotel, where there are already prestigious international luxury brands. This opening is also the start for the group of penetration of the Indian market, marked by high significance and potential at worldwide level. SHAREHOLDERS’ MEETING In today’s meeting, the Board of Directors similarly decided to convene the Shareholders’ Meeting at the Registered Office on 26 July 2012 first call and, if necessary, on 30 July second call, to discuss and decide on the approval of the Financial Statements to 31 March 2012 in ordinary session, the renewal of the authorisation to purchase and the subsequent disposal of treasury shares, the appointment of the Board of Directors, subject to determination of the number of members, the duration of the position and the recompense; the Shareholders’ Meeting will similarly be called to deliberate, in a non-binding manner, on the first section of the Remuneration Report drafted by the Board of Directors pursuant to Art. 123-ter of Legislative Decree 58/98 (TUF - Unified Finance Law), with particular reference to the Damiani S.p.A. remuneration policy. The notice of call will be published on 15 June 2012, with the Directors’ Report pursuant to Art. 125?ter of the TUF. The Annual Financial Report, the Reports of the Board of Auditors and the external auditors, the Report of Corporate Governance and the Ownership Structure and the Remuneration Report will be made available to the public in accordance with the law and the regulations by 29 June 2012. PROPOSAL FOR AUTHORISATION BY THE MEETING OF THE PURCHASE AND DISPOSAL OF TREASURY SHARES With special reference to the proposal to renew the authorisation of the Meeting of the purchase and disposal of treasury shares, subject to revocation of the resolution adopted by the Shareholders’ Meeting on 27 July 2011 as not used, it should be explained that the reasons behind the authorisation are specified in detail in the Directors’ Report drafted pursuant to Art. 125?ter of the TUF. The proposal sets out that: the maximum number of shares that can be acquired is 16,250,000 ordinary shares of a nominal value of Euro 0.44 each, corresponding to one-fifth of the share capital; the authorisation is valid for a period of 18 months; except for the cases of payment in kind, the purchase price of each of the treasury shares must be, as a minimum, not less than 20% lower and, as a maximum, not more than 20% higher than the official price of the trades registered in the On-line Stock Market on the day preceding the purchase, including any incidental charges; purchase operations must be made pursuant to Article 132 of the TUF and Art. 144-bis of CONSOB Reg. No. 11971/99 in the ways therein indicated, in any case in such a way that parity of treatment between shareholders and respect for all applicable laws is ensured, including Community laws (the purchase of treasury shares may take place in a different manner from that indicated above where permitted in accordance with the applicable principles). For further details, see the relative Directors’ Report drafted pursuant to Art. 125?ter of the TUF, which will be made available to the public in accordance with the law and the regulations from 15 June 2012. Please note that, at today’s date, Damiani S.p.A. holds 5,566,509 treasury shares, 6.7% of the share capital. The company does not hold treasury shares through subsidiaries, trust companies or through a third party. REPORT ON PROPRIETARY GOVERNANCE AND THE OWNERSHIP STRUCTURE Today, the Board of Directors approved the Report on corporate governance and the ownership structure for the financial year 2011/2012, which will be made available to the public with the Annual Financial Report by 29 June 2012, in accordance with the legislation, also regulatory, in force. REMUNERATION POLICIES AND PROCEDURES AND REMUNERATION REPORT Please note that, at the suggestion of the Remuneration Committee, the Board of Directors, at today’s date, likewise approved the Damiani S.p.A. Remuneration Policies and Procedures illustrated in the Remuneration Report prepared pursuant to Art. 123-ter of Legislative Decree No. 58/98 (also approved in today’s board meeting). The Remuneration Report will be made available to the public in the manner set out by the legislation, also regulatory, in force by 29 June 2012.
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26/07/2012 00:00 Damiani S.p.A.: The Shareholders’ Meeting appointed the Board of Directors, approved unanimously the Financial Statements to 31 March 2012, renewed the authorisation to acquire and dispose of treasury shares and approved the Remuneration Report
Valenza, 26 July 2012 – The Shareholders’ Meeting of Damiani S.p.A. (Milan, Star: DMN) today appointed the new Board of Directors, confirming the following people for a further three years period, until approval of the Financial Statements to 31 March 2015: Guido Roberto Grassi Damiani Giorgio Andrea Grassi Damiani Silvia Maria Grassi Damiani Stefano Graidi Giancarlo Malerba Fabrizio Redaelli (*) Francesco Minoli (*) from the list presented by the majority shareholder Leading Jewels S.A., and Roberta Benaglia (*), from the list presented by the minority shareholder DGPA SGR S.p.A. (*) Directors stating they have the requisites of independence pursuant to Art. 148, sub-para. 3, Legisl. Dec. 58/98 The CVs of the directors appointed are available on-line from the website www.damiani.com. The participations held by the directors at the date of appointment are indicated in the Table shown in the Appendix. The Shareholders’ Meeting has therefore: a) renewed the authorisation for the acquisition and disposal of treasury shares, pursuant to the joint provision of Articles 2357 and 2357 ter of the Civil Code and Art. 132 of Legislative Decree 58 dated 24 February 1998, subject to the revocation of the resolution adopted by the Meeting of 27 July 2011 as not used. See the Press Release issued on 14 June 2012 and the Directors’ Report as per Art. 125-ter of Legislative Decree 58 dated 24 February 1998, available to the public on the company website www.damiani.com, for more details; b) given a favourable opinion on the first section of the Remuneration Report drawn up by the Board of Directors pursuant to Art. 123-ter of Legislative Decree 58 dated 24 February 1998 and 84-quater of CONSOB Regulation 11971/99, with special reference to the remuneration policy of Damiani S.p.A. Please note that, at today’s date, Damiani S.p.A. holds 5,566,409 treasury shares, equivalent to 6.7% of the share capital. The company does not, however, hold treasury shares through subsidiary companies, trusts or a third party. The Shareholders’ Meeting approved unanimously the Financial Statements to 31 March 2012 in the version prepared by the Board of Directors’ meeting of 14 June 2012. The significant data of the balance sheet was released to the market in a special announcement on the same date. At the consolidated level, the Damiani Group closed the financial year 2011/2012 with consolidated revenues of 151.6 million euros, compared to 143.5 million euros reported in the previous year and with a consolidated net result of -11.9 million euros, in reduction from -14.5 million euros at 31 March, 2011. At 31 March, 2012, net debt of the Damiani Group was 28.6 million euros, with an improvement compared to 28.9 million euros at 31 March, 2011. During the financial year 2011/12, the parent company Damiani S.p.A. achieved revenues of 64.8 million euros (+6.5% over the previous year) and a net result of EUR -5.9 million (previous year net loss was equal to -5.3 million euros). RESOLUTIONS OF THE BOARD OF DIRECTORS The Board of Directors of Damiani S.p.A., meeting immediately after the Meeting, has, inter alia: (i) appointed Guido Grassi Damiani President of the Board of Directors and CEO, and Giorgio and Silvia Grassi Damiani Vice-President, Stefano Graidi director responsible for the system of internal control and risk management, and Fabrizio Redaelli Lead Independent Director, similarly conferring delegated powers on the deputy chairmen; (ii) called on the directors Fabrizio Redaelli (as chairman), Giancarlo Malerba and Roberta Benaglia to form the Remuneration Committee and the Control and Risks Committee, subject to an appropriate check on the possession of the requisites of not being executive and independence (pursuant to both Art. 148 of Legislative Decree 58 of 24 February 1998 and Art. 3 of the Corporate Governance code for Listed Companies); (iii) approved to continue the implementation of the Stock Option Plan 2009; the options (strike price at euro 1.45) can thus be exercised from 13/9/2014 to 30/9/2014 against payment of a price of euro 0.0202 corresponding to the market value, determined by the Board and the Remuneration Committee with the aid of Equita SIM S.p.A.; detailed information will be supplied in the manner and terms established by current legislation. The Board of Directors likewise approved the merger projects for the incorporation in Damiani S.p.A. of the wholly owned companies Alfieri & St. John S.p.A. and New Mood S.p.A., with the aim of ensuring greater efficiency and also greater functionality of the corporate structure from the economic, management and financial point of view. The merger operations will not lead to any increase in the capital of the acquired company and, in compliance with CONSOB Regulation 17221/10, are not subject to the procedure on transactions with related parties since they are with companies wholly owned without any significant interest from other related parties. Pursuant to the law and the statutes in force of the companies involved, the mergers will be resolved upon by the respective administrative bodies, except for the right of shareholders of Damiani S.p.A. representing at least 5% of the share capital to ask for, within eight days of the deposit as per Art. 2501-ter, sub-para. 3 of the Civil Code, the decision on the approval of the mergers to be adopted by the Shareholders’ Meeting of the company. The documentation referring to the said mergers will be made available to the public in the manner and terms set out by the legislation in force, including the regulatory legislation.
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10/08/2012 02:00 Damiani S.p.A:Board of Directors approves the Group’s interim report for the first quarter ending June 30, 2012 of financial year 2012/2013 Foreign and retail revenues in increase
Valenza, August 10, 2012 – The Board of Directors of Damiani S.p.A. (Milan, Star: DMN), the parent company of the Damiani Group, a creator, producer and distributor of luxury and designer jewels in Italy and abroad, today approved the Group’s interim consolidated results for the first quarter ended June 30, 2012. In the first quarter Damiani DOS in Italy and abroad showed a revenues increase on the average of around 19% and multibrand boutiques also showed positive results, with an improvement over June 30, 2011. Wholesale sales abroad showed a good performance while the domestic market hit by consumptions weakness and a general situation still uncertain, showed a decrease. However the net debt decreased compared to March 31, 2012. CONSOLIDATED REVENUES During the first quarter of financial year 2012/2013 Damiani Group consolidated revenues from sales and services were equal to 31.4 million euro compared to 32.8 million euro as of June 30, 2011, with a -4.5% decrease at current exchange rates and with a decrease of -6.0% at constant exchange rates. Revenues Breakdown by Distribution Channel In the first quarter of financial year 2012/2013 retail revenues grew by 12.3% at current exchange rates and by 9.0% at constant exchange rates. In the retail channel Damiani monobrand stores in Italy and abroad grew by 19.0% reflecting a positive trend in the medium / long term that confirmed the quality of the brand Damiani. Also Rocca multibrand stores signed a positive increase +7.0%. At June 30, 2012 the Group’s monobrand stores network included 47 Directly Operated Stores (DOS) located in the most important fashion streets in Italy and abroad. In the first quarter of financial year 2012/2013 wholesale revenues decreased by -11.5% at current exchange rates and by -12.3% at constant exchange rates as of June 30, 2011. Revenues Breakdown by Geographical Area In the first quarter of financial year 2012/2013, Italian revenues decreased by -11.9% vs. the same period of last year. Abroad the revenues of first quarter of fiscal year 2012/2013 grew by 18.3% vs the same period of previous year. OPERATING RESULT AND NET RESULT Damiani Group closed the first quarter of financial year 2012/2013 with a consolidated EBITDA negative for –1.1 million euro, compared to -0.8 million euro as of June 30, 2011. Consolidated EBIT was negative and equal to –1.8 million euro, compared to -1.5 million euro as of June 30, 2011. Consolidated net result amounted to –2.8 million euro compared to –2.3 million euro achieved on June 30, 2011. NET FINANCIAL DEBT As of June 30, 2012 the Group’s net financial debt was equal to 26.5 million euro in improvement compared to 28.6 million euro as of March 31, 2012 and compared to 26.8 million euro as of June 30, 2011, thanks to careful monitoring of working capital, which is a critical issue in the present global financial crisis, and on which the Group is working with particular attention.
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23/11/2012 01:00 Damiani Spa: First Half 2012/2013: Foreign and retail revenues in increase
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08/02/2013 01:00 Damiani Spa: Board of Directors approves the Group's interim report for the first 9 months ending December 31, 2012 of fiscal year 2012/2013
Milan, 8 february 2013 – The Board of Directors of Damiani S.p.A. (Milan, Star: DMN) today approved the Group’s interim consolidated results for the first 9 months ending December 31, 2012. In the first 9 months Damiani retail sales showed an increase confirming a trend that has been going on for some time. Damiani monobrand stores directly managed in Italy and abroad showed an increase of 26%. It shows the quality offer and consumers’ appreciation for the brand. In the domestic market in a period hit by a consumption weakness, Multibrand Rocca boutiques also showed a growth, instead wholesale sales continued to be penalized by the lower propensity to buy from the wholesalers. CONSOLIDATED REVENUES During the nine months of financial year 2012/2013 Damiani Group consolidated revenues from sales and services were equal to 107.5 million euro compared to 118.2 million euro as of September 31, 2012, with a -9.1% decrease at current exchange rates. OPERATING RESULT AND NET RESULT Damiani Group closed the first nine months of financial year 2012/2013 with a consolidated EBITDA negative for –1.0 million euro, in decrease compared to 1.4 million euro positive as of December 31, 2011. The ebitda trend was penalized by the decline in revenues, partially offset by savings for some cost components. Consolidated EBIT was negative and equal to –3.2 million euro, in decrease compared to -0.8 million euro as of December 31, 2011. In the first nine months of 2012/2013 the Group has gradually implemented a series of actions which will be completed by the end of the year, with the aim of rationalizing some business processes. The full benefits of these actions will be visible only in the next financial year 2013/2014, while the income statement at 31 December 2012 already keeps track of the related costs. Consolidated net result amounted to –4.7 million euro in improvement compared to –5.3 million euro achieved on December 31, 2011. NET FINANCIAL DEBT As of December 31, 2012 the Group’s net financial position was negative and equal to 36.7 million euro (28.6 million euro as of March 31, 2012).
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12/06/2013 02:00 Damiani Spa: amendment of association to comply with legislation
Milan, 12 June 2013 – Damiani S.p.A. (Milan, Star: DMN) announces that, pursuant to article 2365, second paragraph, of the Italian civil code and to Article 20 of the Articles of Association, today the Board of Directors resolved to amend articles 16 and 24 of the Articles of Association concerning the appointment of the members of the Board of Directors and of the Board of Statutory Auditors to render them compliant with the law and regulatory provisions, regarding the balance between genders (Law July 12 th, 2011, no. 120 and article 144-undecies.1 of Consob Regulation no. 11971/99). All the documentation concerning the amendments to the Articles of Association, including the resolution of the Board of Directors and the draft Articles of Association evidencing the proposed amendments, will be made available to the public in accordance with the procedure and within the terms provided by law and regulations.
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14/06/2013 02:00 Damiani Spa: approved the draft Financial Statements and Consolidated Financial Statements to March 31 2013
14 June 2013 – The Board of Directors of Damiani S.p.A. (Milan, Star: DMN) parent company of the Damiani group, operating in the creation, production and distribution of fine jewellery and watches, has today approved its Financial Statements and the Consolidated Financial Statements to 31 March 2013, the Annual Report on Corporate Governance and the Ownership Structure for the financial year to 31 March 2013, the Remuneration Policies and procedures for the implementation, and the Remuneration Report. Guido Grassi Damiani, president and managing director of the Damiani group, commented: “The financial year closed in a still complicated and difficult context which our Group has had to face and strongly conditioned the results achieved. Nevertheless, over the twelve months to 31 March 2013, there was strong growth with our single brand and directly-run multi-brand boutiques, which confirmed the positive trends continuing over four financial years, a witness to the regard for our offer enjoyed with the end customer, at home and abroad. We have continued with investment in Greater China where we have 9 shops, those in Beijing and Shanghai being inaugurated recently. The additional implementation of the distribution strategy, more oriented to the retail channel and abroad, and the full evidence of the structural interventions on operating costs, confirmed by the start of the new financial year, lead us to believe that, in 2013/2014, the Damiani group can also see reflected in appreciable financial results as achieved in distribution, product and market.” CONSOLIDATED REVENUES Group consolidated revenues to 31 March 2013 for the 2012/2013 financial year was Euro 137.8 million compared to Euro 151.6 million to 31 March 2011, a fall of 9.1%, at current exchange rates and 9.6% at fixed exchange rates. Breakdownby sales channel At 31 March 2013, the group managed 70 points of sale of which 49 were direct and 21 franchised, situated in the main streets of large cities in Italy and abroad. Over the financial year 2012/2013, 6 new boutiques of the group were inaugurated abroad. In May, the first Damiani single brand boutique was opened in New Delhi inside the luxurious Oberoi Hotel, where there are already prestigious international luxury brands. For the group, this opening also marked the start of penetration of the Indian market, which has importance and high potential at world level. In September, the group started a new Damiani point of sale in Hong Kong, at the luxury Harvey Nichols shopping centre in Pacific Place. In December 2012, a franchised Damiani flagship store was opened in Singapore. In January 2013, a new franchised Damiani point of sale was opened in Suzhou, a metropolis of more than 4 million inhabitants with a strong tourist vocation in eastern China. The boutique is in Suzhou Tower Shopping Mall, the most important and prestigious shopping centre in the city, where there are the main international luxury brands. In February 2013, Damiani opened the point of sale at the Peninsula Hotel, Shanghai, a chain of luxury hotels to be found in the world’s most important cities. On 6 March 2013, the new franchised Damiani boutique was inaugurated in Moscow, in Stoleshnikov, the main street for luxury items in the Russian capital, confirming the group’s expansion and the regard for its products in the area. The revenues in the retail channel for the financial year 2012/2013 amounted to Euro 50.1 million compared to Euro 46.3 million at 31 March 2012, with a growth of 8.2% at current exchange rates and 7.3% at fixed exchange rates. The trend in the retail channel is attributable to the positive trend of both the single- and multi-brand boutiques of the group. The revenues in the wholesale channel for the financial year 2012/2013 decreased by 16.7% at current exchange rates and 17.0% at fixed exchange rates. It amounted to Euro 87.5 million compared to Euro 105.0 million for the previous financial year. The wholesale channel, expecially in Italy, is very cautious in purchasing and is keeping on the destocking. Breakdown by geographic area Over the financial year 2012/2013, revenues from sales and services in Italy were Euro 96.2 million with a fall of 11.1% compared to those to 31 March 2012. Revenues in Italy were penalised by the crisis in consumption which, in the wholesale channel, generated a highly cautious approach to purchases by resellers, compared to a positive trend in the retail channel. In the financial year 2012/2013 in Japan, turnover rose by 30.2% at current exchange rates and 27.3% at fixed exchange rates compared to the previous financial year. This result rewards the strategic orientation of greater presence in the retail sector for the Damiani brand which amplifies its visibility. OPERATING AND NET RESULT In terms of profitability during the financial year 2012/2013, the Damiani group recorded a negative consolidated EBITDA of Euro 2.7 million, improving with respect to the Euro -4.3 million recorded at 31 March 2012. The Consolidated Operating Profit in the financial year 2012/2013 was negative at Euro 6.3 million, an improvement with respect to the Euro -7.4 million recorded at 31 March 2012. The Group Net Profit in the financial year 2012/2013 was negative at Euro 8.6, an improvement with respect to the Euro -11.9 million for the financial year 2011/2012. NET FINANCIAL POSITION At 31 March 2013, the Group had net financial debt of Euro 33.0 million, an improvement over the Euro 36.7 million at 31 December 2012. RESULTS OF PARENT COMPANY The parent company Damiani S.p.A. recorded total revenues of Euro 78.5 million (+21.2% compared to the previous financial year) and a negative net profit of Euro 3.2 million compared to the loss of Euro 6.0 million in the previous financial year. The Board of Directors has decided to propose to the Shareholders’ Meeting that the losses of Damiani S.p.A. for the financial year are covered by using the existing reserves. IMPORTANT EVENTS DURING THE FINANCIAL YEAR In addition to numerous new store openings, previously mentioned, the most important events that marked the business of the Damiani Group in the financial year to 31 March 2013 are highlighted below. In the financial year 2012/2013, the group completed a series of reorganisations, which had already been outlined in the previous financial year, mainly concentrated in companies based and operating in Italy in order to recover efficiency and flexibility in the management of the production and distribution processes. In August 2012, the Chinese subsidiary Damiani Shanghai Trading Co. Ltd was set up. It is 100% controlled by Damiani S.p.A. and has the registered office in the Pudong New Area, Shanghai. At 31 March 2013, the subsidiary managed directly two points of sale in Shanghai and Ningbo . On 20 December 2012, the merger through acquisition of New Mood S.p.A. and Alfieri & St. John S.p.A. into the parent company Damiani S.p.A. (which held 100% of the share capital of both subsidiaries) was formalised with effect from 1 January 2013. The project on merger through acquisition started on 26 July 2012 with its approval by the Board of Directors of Damiani S.p.A. The merger operations were approved by the respective Boards of Directors of the companies involved on 8 October 2012. On 13 March 2013, the Korean subsidiary Damiani Korea Co. Ltd was set up. It is 100% controlled by Damiani S.p.A. and has the registered office in the One IFC Building, International Finance Center, Seoul. On 1 July-31 August 2012, Damiani carried out charity activities in favour of the people of Emilia, victims of the earthquake, with the aim of raising funds in support of the ONLUS ‘Vola nel Cuore’, an association that supports children. Payment of the sum generated was made in November 2012. In July 2012, Damiani won the international Robb Report Best of the Best 2012 award with the Burlesque bracelet, a masterpiece in white gold, black and white diamonds and rubies. On 7-26 November 2012, Damiani took part in the exhibition ‘Exhibitaly - Eccellenze italiane’ in Moscow, sponsored by the Presidency of the Council of Ministers on the excellences of Italian quality products. Cruciani and Damiani, two leading companies in Italian quality products, worked together over the second half of the financial year on the production of bracelets among which the limited series bracelet for St Valentine, enriched by diamonds and silver, stands out. IMPORTANT EVENTS OCCURRING AFTER THE END OF THE FINANCIAL YEAR After obtaining the authorisation from the relevant Indian agency in November 2012, transfer was made of 51% of the share capital of Damiani India Pvt. Ltd, to Damiani International B.V., a 100%-owned subsidiary of Damiani S.p.A., from the Indian partner, owner of all the shares, on 15 April 2013. At present, the Indian company manages a Damiani single brand point of sale in Mumbai, at the illustrious Oberoi Hotel. On 14-20 April 2013, the Damiani Group organised with the prestigious cooperation of the diva Sophia Loren four prestigious events in Singapore, Beijing, Shanghai and Hong Kong to promote the Damiani brand and its distinguished collections, excellence of Italian quality products, in Asia, meeting customers, personalities and local press and receiving general acclaim. In May 2013, Damiani won the international Andrea Palladio Jewellery Award for the best communication campaign 2012/2013, promoted by Vicenza Fair and dedicated to excellence in design and development, production and communication in jewellery. In May 2013, Damiani opened the first directly run boutique in Beijing, at Beijing Charter, the new luxury mall in the west of the Chinese metropolis. Again in May, a new point of sale with the Rocca Tr3nd flag, the new young retail concept which reinterprets luxury (jewellery and watches) accessibly, was opened in Turin in the highly central Via Roma. There are currently 3 points of sale under this sign in Italy (2 in the Coin department stores of Milan and Rome). Another international award. Damiani is one of the few brand chosen by the magazine Harper's Bazaar China for the Top 10 Best High Jewelry 2012. The award went to the Damiani Burlesque Masterpiece, a bracelet in white gold with rubies and black and white diamonds. REMUNERATION REPORT Please note that, today, the Board of Directors has similarly approved the Remuneration Report prepared pursuant to Art. 123-ter of the TUF. The Remuneration Report will be made available to the public in accordance with the methods set out by the law, including regulatory, in force. Just as last year, the Chairman Guido Grassi Damiani and the Deputy Chairmen with delegated powers Giorgio and Silvia Grassi Damiani have renounced the salary proposed for them for the financial year 1/4/2013-31/03/2014, pursuant to Art. 2389, sub-paragraph 3 of the Civil Code, taking account of the still complicated context which the group is, once more, called on to face in the current financial year. At today’s date, the BOD, with the aid of the Remuneration Committee, has also noted that the results for the year to 31 March 2013 are not consistent with those expected and, therefore, the stock options in the first period of maturity of the ‘Stock Option Plan 2010’ cannot be exercised. See the supplementary information document enclosed with the Remuneration Report pursuant to Art. 123-ter of Legislative Decree 58/98, made available to the public in the manner and terms set out by current legislation. RESIGNATION OF A DIRECTOR Today, the director Francesco Minoli (non-executive director of the company with the requisites of independence set out by the law) after annual report approval, has resigned, for personal reasons, from the position with effect from the date of the Shareholders’ Meeting to approve the balance of accounts for the financial year to 31 March 2013. At today’s date, director Minoli does not hold shares in the company. SHAREHOLDERS’ MEETING In today’s meeting, the Board of Directors similarly decided to convene the Shareholders’ Meeting at the Registered Office on 26 July 2013 first call and, if necessary, on 29 July second call, to discuss and decide on the approval of the Financial Statements to 31 March 2013 in ordinary session, the renewal of the authorisation to purchase and the subsequent disposal of treasury shares, the appointment of the Board of Auditors and the determination of its retainer, and also the re-determination of the number of members of the Board of Directors; the Shareholders’ Meeting will likewise be called on to deliberate, in a non-binding manner, on the first section of the Remuneration Report drafted by the Board of Directors pursuant to Art. 123-ter of Legislative Decree 58/98 (‘TUF’ - Unified Finance Law), with particular reference to the Damiani S.p.A. remuneration policy. The documentation relevant to the subjects on the Agenda of the next Shareholders’ Meeting will be made available to the public in the manner and terms set out by current legislation. PROPOSAL FOR AUTHORISATION BY THE MEETING OF THE PURCHASE AND DISPOSAL OF TREASURY SHARES With special reference to the proposal to renew the authorisation of the Meeting of the purchase and disposal of treasury shares, subject to revocation of the resolution adopted by the Shareholders’ Meeting on 26 July 2012 as not used, it should be explained that the reasons behind the authorisation are specified in detail in the Directors’ Report drafted pursuant to Art. 125-ter of the TUF. The proposal sets out that: the maximum number of shares that can be acquired is 16,250,000 ordinary shares of a nominal value of Euro 0.44 each, corresponding to one-fifth of the share capital; the authorisation is valid for a period of 18 months; except for the cases of payment in kind, the purchase price of each of the treasury shares must be, as a minimum, not less than 20% lower and, as a maximum, not more than 20% higher than the official price of the trades registered in the On-line Stock Market on the day preceding the purchase; purchase operations must be made pursuant to Article 132 of the TUF and Art. 144-bis of CONSOB Reg. No. 11971/99 in the ways indicated therein, in any case in such a way that parity of treatment between shareholders and respect for all applicable laws is ensured, including Community laws (the purchase of treasury shares may take place in a different manner from that indicated above where permitted in accordance with the applicable principles). Please note that, at today’s date, Damiani S.p.A. holds 5.556.409 treasury shares, equivalent to 6,73% of the share capital. The company does not hold treasury shares through subsidiaries, trust companies or third parties. REPORT ON CORPORATE GOVERNANCE AND THE OWNERSHIP STRUCTURE At today’s date, the Board of Directors has approved the Report on Corporate Governance and the ownership structure for the financial year 2012/2013, which will be made available to the public with the Annual Financial Report by 29 June 2013, in accordance with the methods set out by the law, including regulatory, in force.
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26/07/2013 02:00 Damiani Spa: the Shareholders'meeting approved the Financial Statements at 31 March 2013
Damiani S.p.A.: The Shareholders’ Meeting approved the Financial Statements at 31 March 2013, appointed the Board of Auditors, renewed the authorisation to purchase and dispose of treasury shares and approved the Remuneration report. Valenza, 26 July 2013 – The Shareholders’ Meeting of Damiani S.p.A. (Milan, Star: DMN), which took place today at the first call, approved the annual report at 31 March 2013, prepared by the Board of Directors of 14 June 2013. A press release was issued on the same date informing the market of the highlights. At a consolidated level, the Damiani Group closed the 2012/2013 financial year with consolidated revenues equal to EUR 137.8 million compared to EUR 151.6 million reported in the previous financial year, and with a consolidated net result equal to EUR -8.6 million, in improvement compared to EUR -11.9 million of 31 March 2012. As at 31 March 2013, the net financial debt of the Damiani Group was equal to EUR 33.0 million, compared to EUR 28.6 million as at 31 March 2012. During the 2012/2013 financial year, the parent company Damiani S.p.A. showed revenues equal to EUR 78.5 million (+21.2% compared to the previous financial period) and a negative net performance equal to EUR -3.2 million in improvement compared to the net result equal to EUR -6.0 million of 31 March 2012. Also today, the Shareholders’ Meeting appointed the new Board of Auditors as follows: Gianluca Bolelli Chairman Minority list submitted by the shareholder DGPA SGR S.p.A. Simone Cavalli Statutory auditor Majority list submitted by the shareholder Leading Jewels S.p.A. Milena Motta Statutory auditor Majority list submitted by the shareholder Leading Jewels S.p.A. Paola Mignani Alternate auditor Majority list submitted by the shareholder Leading Jewels S.p.A. Fabio Massimo Micaludi Alternate auditor Minority list submitted by the shareholder DGPA SGR S.p.A. The Board of Auditors, which met today, verified that its members met the requirements of independence provided by law and, by upholding the already assured auditors’ independence in compliance with the laws in force and with the By-laws, it deemed it unnecessary to verify the independence criteria referred to in Article 3 of the Code of Self Discipline (Codice di Autodisciplina). The curricula vitae of the members of the Board of Auditors are available in the section “Investors Relations/Corporate Governance/Board of Auditors” on the Internet website of the company at the address www.damiani.com The Shareholders’ Meeting also: a) Renewed the authorisation – after reversing the meeting’s decision adopted on 26 July 2012, as it was not used – to purchase and dispose of treasury shares, pursuant to Articles 2357 and 2357-ter of the Italian Civil Code and of Article 132 of Legislative Decree No 58 of 24 February 1998. For more details, consult the press release circulated earlier on 14 June 2012 and the Directors’ Report of Article 125-ter of Legislative Decree No 58 of 24 February 1998, available to the public on the Internet website of the company at the address www.damiani.com; b) Approved the first section of the Report on Remuneration prepared by the Board of Directors pursuant to Article 123-ter of Legislative Decree No 58 of 24 February 1998 and Article 84-quater of CONSOB Regulation No 11971/91, with specific reference to the policy on Remuneration of Damiani S.p.A. c) Resolved the number of members of the Board of Directors. As at today’s date, Damiani S.p.A. holds No 5,556,409 treasury shares, equal to 6.7 % of the share capital. The Company does not hold treasury shares through subsidiaries, trusts or third parties.
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09/08/2013 02:00 Damiani Spa: Board of Directors approves the Group’s interim report for the first quarter ending June 30, 2013
Valenza, August 9, 2013 – The Board of Directors of Damiani S.p.A. (Milan, Star: DMN), the parent company of the Damiani Group, a creator, producer and distributor of luxury and designer jewels in Italy and abroad, today approved the Group’s interim consolidated results for the first quarter ended June 30, 2013. In the first quarter DOS in Italy and abroad showed a revenues increase of 24.1% at constant exchange rates confirming a positive long term trend that testifies the offer quality and the appreciation of the brand by the final consumers. Wholesale sales abroad showed a good performance while the domestic market hit by consumptions weakness and by a general situation still uncertain, showed a decrease. CONSOLIDATED REVENUES During the first quarter of financial year 2013/2014 Damiani Group consolidated revenues from sales and services were equal to 33.1 million euro compared to 31.4 million euro as of June 30, 2012, with an increase of of 7.7% at constant exchange rates and of 5.4% at current exchange rates Revenues Breakdown by Distribution Channel In the first quarter of financial year 2013/2014 retail revenues grew by 24.1% at constant exchange rates and by 20.3% at current exchange rates. At June 30, 2013 the Group’s stores network included 52 Directly Operated Stores (DOS) located in the most important international fashion streets. In the first quarter of financial year 2013/2014 wholesale revenues decreased by -1% at constant exchange rates and by -2.5% at current exchange rates. Revenues Breakdown by Geographical Area In the first quarter of financial year 2013/2014, Italian revenues increased by 1.5% vs. the same period of last year. Abroad the revenues of first quarter of fiscal year 2013/2014 grew by 14.5% vs the same period of previous year. OPERATING RESULT AND NET RESULT Damiani Group closed the first quarter of financial year 2013/2014 with a consolidated EBITDA negative for –572thousand euro, in improvement compared to -1,100 million euro as of June 30, 2012. Consolidated EBIT was negative and equal to –1,368 million euro, in improvement compared to -1,828 million euro as of June 30, 2012. Consolidated net result amounted to –2,033 million euro in improvement compared to –2,827 million euro achieved on June 30, 2012. NET FINANCIAL DEBT As of June 30, 2013 the Group’s net financial debt was equal to 34.3 million euro in a slight worsening compared to 33.0 million euro as of March 31, 2013.
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29/11/2013 01:00 Damiani Spa: the BoD approved the interim financial report to 30 September 2013
Milan 29 November 2013 - Today, the Board of Directors of Damiani S.p.A. (Milan, Star: DMN) has approved the Financial Report relating to the First Half of the financial year to 30 September 2013. In the half-year 2013/2014, the directly-managed shops in Italy and abroad recorded an overall increase in revenues of 19.3% at constant currency rates, confirming a positive trend that has now continued for four financial years, testifying the growth in appreciation of the brand by the end customer. The weight of retail revenues has reached 41.5% of the sales income of the group, a further growth with respect to the first half of the previous financial year. Wholesale sales recorded an increase of 13.8% at constant currency rates with positive signals from both the domestic market, confirming the effectiveness of the commercial strategies undertaken in a market which remains complex and uncertain, and in foreign countries where penetration into new highly potential markets, primarily in the Far East, continues. CONSOLIDATED REVENUES During the first half of the financial year 2013/2014, the group achieved Revenues from Sales and Services of Euro 65.0 million, compared to Euro 57.7 million recorded in the same period in the previous financial year, with a positive variation of 16.1% at constant currency rates and 12.7%, at current currency rates. Breakdown of revenues by sales channel In the first half of the financial year 2013/2014, the revenues in the Retail channel rose by 19.3% at constant currency rates and 14.7% at current currency rates. At 30 September 2013, the group managed 55 direct points of sale positioned in the main international luxury streets. During the first half of the financial year 2013/2014, the revenues in the Wholesale distribution channel increased by 13.8%, at constant currency rates and 11.4% at current currency rates. Distribution of revenues by geographical area Over the first half of the financial year 2013/2014, the analysis of the Revenues from Sales and Services by geographical area highlights an increase of 8.1% in Italy compared to 30 September 2012. Overseas, total revenues increased by 32.3% at constant currency rates in the first half of the 2013/2014 financial year, and 22.0% at constant currency rates compared to the same period in the previous financial year. OPERATING EARNINGS AND NET PROFIT The Damiani group recorded a negative consolidated EBITDA of Euro -3.0 million, compared to the Euro -2.4 million recorded at 30 September 2012, in the first half of the financial year 2013/2014. In the first half of the financial year 2012/2013, there was a non-recurrent income of Euro 1.9 million; net of this component, the EBITDA would result in an improvement of Euro 1.3 million. The Consolidated Operating Result was negative at Euro -4.6 million, compared to Euro -3.9 million at 30 September 2012; net of the non-recurrent earnings, the Operating Result would have an improvement of Euro 1.2 million. The group closed the first half of the financial year 2013/2014 with a negative Consolidated Net Result for the period of Euro -6.4 million compared to Euro -5.6 million at 30 September 2012. NET FINANCIAL POSITION At 30 September 2013, the group had Net Debt of Euro 41.6 million compared to Euro 33.0 million at 31 March 2013. SIGNIFICANT EVENTS OCCURRING DURING THE HALF-YEAR In the half-year, the Group continued its expansion within the sphere of the plan for development abroad, opening new Damiani brand points of sale, both managed directly and franchised. In detail: - in May, the first directly managed boutique was opened in Beijing Charter, the new luxury mall in Beijing, in the western part of the Chinese metropolis; - in July, a new point of sale was opened at Vnukovo International Airport, Moscow; - in September, a new, directly-managed, boutique was opened in the Charter Store, the most prestigious luxury mall of the metropolis Shenyang in north-east China; - in September, at Kuala Lumpur, in Malaysia, in the famous Starhill Gallery where the capital’s luxury-consumers go; - in September, the new, directly-managed boutique was also inaugurated in Macau, in the shopping mall of the Hotel Venetian, with an icon of Italian quality like Sophia Loren in attendance. After obtaining the authorisation of the relevant Indian entity in November 2012, 51% of the share capital of Damiani India Pvt. Ltd. was transferred from the previous Indian owner to Damiani International B.V., a company 100%-controlled by Damiani S.p.A., on 15 April 2013. The Indian company manages a single-brand sales point at the prestigious Oberoi Hotel in New Delhi. From 14 to 20 April 2013, the Damiani group organised four important events in Singapore, Beijing, Shanghai and Hong Kong to promote the Damiani brand, an excellence of Italian quality, and its prestigious collections, in Asia. The diva Sophia Loren co-operated in the highly successful events in which Damiani met customers, personalities and the local press. In May 2013, Damiani won the international Andrea Palladio Jewellery Award for the best communication campaign 2012/2013, promoted by Vicenza Fair and dedicated to excellence in design and development, production and communication in jewellers. Still in May, a new point of sale, under the sign Rocca Tr3nd, the new young retail concept, re-interpreting (jewellery and watches) accessibly, was opened in the very central Via Roma, Turin. After the recent openings in the Coin department stores of Milan and Rome, the shop in Turin is the third sales point with the Rocca Tr3nd sign in Italy, and the first on the street. SIGNIFICANT EVENTS OCCURRING AFTER THE END OF THE HALF-YEAR The Damiani group abroad also grew further in October with the opening of the first franchised Damiani boutique in Kyrgyzstan, the former Soviet republic in central Asia. Also in October, the second directly managed boutique in Shanghai was inaugurated at Xin Tian Di, a trendy and elegant pedestrian area for shopping and free time in the Chinese megalopolis. The event for the re-opening of the Damiani boutique in Via Condotti, Rome, was organised on 20 November 2013. The boutique, 400 square metres on three floors, has been completely renovated with the new concept presented in Via Montenapoleone, Milan, last year. Sophia Loren was the patron of the event, which was very successful with the press and the selected guests participating. The Rome event also marked the start of the 90th anniversary celebrations of the company, to be celebrated in 2014. For the occasion, a preview was given of the ten pieces created exclusively to represent each decade of history of the company, to be reproduced in just 9 numbered examples of each in the whole world. The tour to celebrate the 90th anniversary of the company will continue in other key cities for the group such as Paris, Moscow, Tokyo, Dubai, London, Beijing, Shanghai, Hong Kong and Singapore, to name but a few. OTHER RESOLUTIONS OF THE BOARD OF DIRECTORS During the course of today’s session, the Board of Directors likewise approved the cross-border project for the merger of the 100% controlled Dutch company Damiani International B.V. with Damiani S.p.A. within the sphere of a project for the simplification of the current corporate structure of the Damiani group under the economic, managerial and financial profiles. The merger operation will not lead to any increase in the capital of the surviving entity and, in compliance with CONSOB Regulation No. 17221/10, it is not subject to the ‘Procedure on operations with associated parties of Damiani S.p.A.” as occurring with a fully-owned company in the absence of significant interests of other associated parties. In compliance with the legislation in force and Art. 20 of the Articles of Association of Damiani S.p.A., the merger will be deliberated by the Board of Directors of the surviving entity and the meeting of the shareholders of the merging entity, except for the right of the shareholders of Damiani S.p.A. representing at least 5% of the share capital to ask for the decision approving the merger to be adopted by the Shareholders’ Meeting of the surviving entity within eight days of deposit, as per Art. 2501-ter, sub-paragraph 3, of the Civil Code. The documentation relating to the merger will be made available to the public in the ways and means set out by the statutory regulations and the law in force. Lastly, the Board of Directors appointed the executive director Giorgio Grassi Damiani to the position of Director Responsible for Internal Audit and Risk Management System, replacing Mr Stefano Graidi as a result of his supervening commitments.
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14/02/2014 01:00 The BoD has approved the interim report to 31 December 2013 of the Damiani Group
14 February 2014 Today, the Board of Directors of Damiani S.p.A. (Milan, Star: DMN) has approved the Interim Report to 31 December 2013 for the Damiani Group relating to the first nine months of the financial year 2013/2014. The performance in the 9 months of the financial year showed the growth in sales in the retail channel, confirming the trend that has now continued for some time. Directly-managed Damiani mono-brand shops, in Italy and abroad, recorded overall revenues which rose by about 16%, reflecting the quality of the offer and the appreciation of the brand. Wholesale sales also recorded a good performance abroad where the Group's penetration in markets with the highest potential continues, while in the domestic market, the performance is still penalized by the stagnation of consumption and the subsequent wariness in purchases by jewelers. CONSOLIDATED REVENUES In the first 9 months of the financial year 2013/2014, the group revenues from sales and services were Euro 110.3 million, with an increase of 5.6% at constant exchange rates and 2.6% at current exchange rates (in the same period of the previous financial year they were Euro 107.5 million). Breakdown of revenues by sales channel In the first 9 months of the financial year 2013/2014, the revenues in the retail channel rose by 18.7%, at constant exchange rates and 13.9% at current exchange rates. At 31 December 2013, the group managed 55 direct points of sale positioned in the renowned international luxury streets. During the first 9 months of the financial year 2013/2014, revenues in the wholesale distribution channel fell back by -1.9% at constant exchange rates and -3.7% at current exchange rates. Distribution of revenues by geographical area During the first 9 months of the financial year 2013/2014, the Revenues from Sales and Services highlights an increase of 1.5% in Italy in respect to 31 December 2012. Rest of the world revenues in the first 9 months of the financial year 2013/2014 increased overall by 15% at constant exchange rates and 5% at current exchange rates compared to the same period in the previous financial year, mainly penalised by the devaluation of the Yen. Overall, the weight of the overseas revenues was about 30% of the total in the first 9 months of the 2013/2014 financial year. OPERATING EARNINGS AND NET PROFIT The Damiani group recorded a positive consolidated EBITDA of Euro 0.3 million at income level for the first nine months of the financial year 2013/2014, an improvement with respect to the Euro -0.8 million recorded at 31 December 2012. In the first 9 months of the current financial year there was an item of non-recurring proceed of Euro 2.0 million. Net of this element, the EBITDA would have shown an improvement of Euro 3.0 million. The consolidated operating result was negative at Euro –2.2 million but improving in respect to the Euro –3.0 million at 31 December 2012. Net of the above-mentioned non-recurring return, the operating earnings would have shown an improvement of Euro 2.8 million. In the first nine months of the current financial year, the group has noted the expected benefits of a series of actions implemented in the financial year 2012/2013 aimed at rationalising some company processes and containing operating costs. The group closed the first nine months of the financial year 2013/2014 with a negative consolidated net result of Euro –3.6 million, an improvement in respect to the Euro –4.7 million of 31 December 2012. NET DEBT At 31 December 2013, the Group had a negative net debt of Euro 45.4 million (Euro 33.0 million at 31 March 2013). SIGNIFICANT EVENTS IN THE THIRD QUARTER In October, the Damiani group grew further abroad with the opening of the first franchised Damiani boutique in Kyrgyzstan, in the former Soviet republic in central Asia which is expanding significantly. Also in October, the second directly managed boutique was opened at Xin Tian Di, a trendy and elegant pedestrian area for shopping and leisure time in Shanghai, the Chinese megalopolis. On 20 November 2013, the event for the re-opening of the Damiani boutique in Via Condotti, Rome was organised. The store has been completely renovated and has 400 square metres on three floors with the new concept which was presented in Via Montenapoleone, Milan, the previous year. Sophia Loren was the ambassador of the event, which was a great success with the Press and the selected guests. The event in Rome also marked the start of the celebrations for the company’s 90th anniversary, to be celebrated in 2014 and to continue in other key cities for the group. At the end of November 2013, Damiani obtained another international recognition with the victory in the Watch & Jewellery Awards 2013 at Kuala Lumpur, Malaysia. The exhibition, in its seventh edition, awarded a prize to the ‘Sophia Loren’ necklace, a unique Masterpiece in diamonds weighing a total of 81 carats. The group has a franchised mono-brand Damiani boutique in Kuala Lumpur which was opened in September 2013. SIGNIFICANT EVENTS AFTER THE END OF THE THIRD QUARTER In January 2014, Damiani S.p.A. opened a new Damiani mono-brand point of sale in terminal T3 of the international airport Leonardo da Vinci, Fiumicino, in Rome. This opening is as further step in the strategy of expansion in the market sector consisting of travel retail after the inauguration of the Damiani boutique at Moscow airport in July 2013.
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12/06/2014 00:00 Damiani S.p.A.: The BoD approved the Draft Financial Statements to 31 March 2014
Milan 12 June 2014, The Board of Directors of Damiani S.p.A. (Milan, Star: DMN), parent cmpany of the Damiani group, has today approved the Draft Financial Statements and the Consolidated Financial Statements to 31 March 2014, the Annual Report on Corporate Governance and the Ownership Structure for the financial year ended to 31 March 2014, the Remuneration Policies and procedures for implementation, and the Remuneration Report. The financial year closed with an increase in consolidated revenues from sales (+7.7% at constant exchange rates, +4.8% at current exchange rates) with the confirmation of a strongly growing trend in the retail channel (+18.9% at constant exchange rates, +14.2% at current exchange rates) and the stability of the wholesale channel. Damiani DOS in Italy and abroad recorded an overall increase in revenues of about 30% (at constant exchange rates), testifying to the quality of the offer and brand appreciation. At 31 March 2014, the group managed 54 DOS (39 Damiani points of sale) in the main international streets for luxury. In the 2013/2014 financial year, the network grew with eight new openings. Revenues in the wholesale distribution channel remained substantially stable (+1.3% at constant exchange rates, -0.6% at current exchange rates) but with the Damiani brand moving upwards. The weight of retail on the total sales revenues reached almost 40% (it was 36.4% in the previous financial year). The consolidated EBITDA returned positive (€ 0.3 m) with an improvement of € 2.5 m compared to the previous financial year. Breakdown of revenues by geographic area In terms of geographic distribution, the revenue from sales and services in Italy rose by 3.2% due to retail, which was able to absorb the stagnation in wholesale sales completely. Here, although there are some weak signs of an upturn, a highly cautious approach to purchases persists among retailers. Abroad, revenues increased overall by 18% at constant rates and 8.5% at current rates compared to the same period in the previous financial year, penalized mainly by the devaluation of the Yen. OPERATING AND NET RESULTS In terms of profitability, the Damiani group recorded a positive consolidated EBITDA of Euro 0.3 million, an improvement of Euro 2.5 million compared to 31 March 2013. The improvement with respect to the previous financial year would have been higher at Euro 3.9 million, net of non-recurring income. The Consolidated Operating Profit was negative at Euro -3.8 million but was an improvement of Euro 2 million compared to 31 March 2013. The trend in the operations confirmed the correctness of the re-organization undertaken in the previous financial year whose benefits are being recorded progressively. The group closed the financial year 2013/2014 with a negative Consolidated Net Result of Euro -8.7 million compared to Euro -8.4 million at 31 March 2013. This arises from a higher tax impact generated by the reduction in deferred tax assets recorded in previous financial years and partially reversed in the accounting period 2013/2014. NET DEBT At 31 March 2014, the group had a net debt of Euro 40.8 million (Euro 33.0 million at 31 March 2013). The higher net borrowing was the result of operations implemented during the financial year (industrial investment and working capital) to support the growth of the group, mainly in the retail sector. With the financial contributions subscribed in the financial year, the structure of the sources is more balanced with the capital invested. This means for the Group a stronger solidity in the medium term and a lower risk profile. RESULTS OF THE PARENT COMPANY The parent company Damiani S.p.A. recorded total revenues of Euro 95.7 million (+21.9% with respect to the previous financial year), a positive EBITDA of Euro 3.1 million (it was negative at Euro 1.3 million in the previous period) and a net result (Euro -2.0 million), an improvement of Euro 1.0 million over the previous financial year. The Board of Directors has decided to suggest to the Shareholders’ Meeting that the losses of Damiani S.p.A. for the financial year are covered by using the existing reserves. IMPORTANT EVENTS DURING THE FINANCIAL YEAR On 14-20 April 2013, the Damiani Group and the diva Sophia Loren organized four prestigious events in Singapore, Beijing, Shanghai and Hong Kong to promote the Damiani brand and its distinguished collections, excellence of Italian quality products, in Asia, meeting customers, personalities and local press and receiving general acclaim. In May 2013, Damiani won the international Andrea Palladio Jewellery Award for the best communication campaign 2012/2013, promoted by Vicenza Fair and dedicated to excellence in design and development, production and communication in jewelry. In the sphere of the overseas development plan, the group continued its expansion in the 2013/2014 financial year, opening new points of sale with the Damiani brand, both directly managed and franchised. In detail: ? May, the first directly managed boutique at Beijing Charter, the new luxury mall in the western part of Beijing; ? July, a new point of sale in Moscow Vnukovo airport; ? September, a new directly managed boutique in Charter Store, the most prestigious luxury shopping center at Shenyang, in north-east China; ? September, at Kuala Lumpur, Malaysia, in the famous Starhill Gallery where the capital’s luxury lovers go; ? September, the new directly managed boutique in Macau, at the shopping mall of the Hotel Venetian, with the participation of the icon of Italian quality Sophia Loren; ? October, the Damiani group abroad grew further with the opening of the first franchised Damiani boutique Kyrgyzstan, the former central Asian Soviet republic; ? October, the second directly managed Damiani boutique was inaugurated at Xin Tian Di, the trendy and elegant pedestrian precinct for shopping and leisure time in Shanghai, China; ? January 2014, Damiani S.p.A. opened a new single brand Damiani point of sale in Terminal T3 at the Leonardo da Vinci-Fiumicino international airport, Rome; ? February, the group started the direct management of the Damiani boutique in London, in prestigious Old Bond Street, previously run by a local partner; ? once again in February, the first franchised Damiani boutique was opened in Ulan Bator, capital of Mongolia, in the Central Tower Mall where some of the leading international luxury brands can be found. On 20 November 2013, the event for the re-opening of the Damiani boutique in Via Condotti, Rome was organized. It was completely renovated and has 400 square metres on three floors with the new concept presented in Via Montenapoleone, Milan the previous year. Sophia Loren was the hostess of the event, which met with great acclaim in the Press and the selected guests in attendance. The Rome event also marked the start of the celebrations for the company’s 90th anniversary, occurring in 2014, which will continue in other key cities for the group (Paris, London and Shanghai). At the end of November 2013, Damiani was awarded another prestigious international prize when the company won the Watch & Jewellery Awards 2013 in Kuala Lumpur, Malaysia. The seventh edition of the event, gave the award to ‘Sophia Loren’, a unique masterpiece in diamonds totaling 81 carats. The group can be found at a franchised single brand Damiani boutique in Kuala Lumpur, opened in September 2013. In January 2014, Damiani received another international award. The Vulcania necklace, a masterpiece of more than 110 carats, was given the Best Annual Fine Jewelry Award 2013 by the Bazaar Jewelry China magazine. This is the second time that Damiani has won this prestigious recognition. In March 2014, Damiani entered the Comitato Leonardo, an association started by Confindustria and the ICE to promote the image of Italy as a national economic system. Some of the best-known Italian brands are in the association, which is highly prestigious and has an indisputable international reputation. IMPORTANT EVENTS OCCURRING AFTER THE CLOSURE OF THE FINANCIAL YEAR On 28 May 2014, the business of the second flagship store in Singapore, at Marina Bay Stand, the city shopping center with the main international luxury brands, was started. The American actress Eva Longoria was the guest of honor of the inauguration event of the boutique, in which local personalities and many journalists took part. On 18 June 2014, the Modern Art Gallery of Palazzo Pitti will celebrate the exhibition ‘Damiani 90 Years of Excellence and Passion’, to be held in Florence until 7 September. In celebration of its 90th anniversary, Damiani will display the 18 exceptional works that received the Diamonds International Award, considered the jewelry Oscar, in the Sala del Fiorino of Palazzo Pitti. Damiani is the only jeweler in the world to have received 18 Diamonds International Awards. The Masterpieces on the creations characterizing Damiani’s 90 years and some other pieces that have received several awards will also be on show. The Rizzoli book ‘Damiani - Alchimia del Desiderio’ (Damiani - Alchemy of Desire) will be presented on the same occasion, once again to celebrate the company’s 90 years of business. BOND On 23 September 2013, in compliance with the provisions of Art. 2.6.3, sub-para. 4, of the Settlement Instructions of Borsa Italiana S.p.A., the Board of Directors, subject to the favourable opinion of the Committee on Risk Management and Operations with related parties, resolved on the issue of a non-convertible bond for an overall nominal total of Euro 5,000,000.00 (consisting of 5,000,000 bonds with a nominal value of Euro 1.00 each), reserved for subscription by the executive directors and significant shareholders Guido, Giorgio and Silvia Grassi Damiani. The duration of the bond is defined as six years, from 1 October 2013 to 30 September 2019, and the reimbursement of the bond is not assisted by guarantees given by the Company or its subsidiaries. Pursuant to Art. 5 of CONSOB Regulation No. 17221/2010 and Art. 6 of the Procedure on Operations with Related Parties of Damiani S.p.A., a specific information document was prepared in relation to the aforesaid debenture bond, available at the headquarters and on the company website www.damiani.com. SHAREHOLDERS’ MEETING In the meeting held today, the Board of Directors resolved to convene the Shareholders’ Meeting at the registered office on 24 July 2014 in first call and, if necessary, on 25 July in second call to discuss and deliberate on the approval of the Financial Statements of the Company for the financial year ended to 31 March 2014, the renewal of the authorisation to purchase and the subsequent disposal of treasury shares, and also the proposal to adopt two new remuneration plans based on financial instruments; the Shareholders’ Meeting will similarly be called on to deliberate, in a non-binding manner, on the first section of the Remuneration Report, drafted by the Board of Directors pursuant to Art. 123-ter of Legislative Decree 58/98 (Consolidated Finance Law), with special reference to the remuneration policy of Damiani S.p.A. Please note that the convocation advice of the Shareholders’ Meeting and the relative documentation on the subjects on the agenda will be made available to the public with the methods and in the terms set out by the regulations, including the regulatory provisions, in force. PROPOSAL FOR AUTHORISATION OF THE SHAREHOLDERS’ MEETING FOR THE PURCHASE AND DISPOSAL OF OWN SHARES With special reference to the proposal to renew the authorisation of the Shareholders’ Meeting for the purchase and disposal of own shares, subject to revocation of the resolution adopted by the Shareholders’ Meeting on 26 July 2013 as not used, please note that the reasons behind the authorisation are specifically detailed in the Report of the Board of Directors prepared pursuant to Article 125-ter of the Consolidated Finance Law, to be made available to the public in the registered office, on the company website www.damiani.com and the authorised storage mechanism 1INFO at www.1info.it at least 30 days before the Shareholders’ Meeting. The proposal sets out that: the maximum number of shares that can be purchased is 16,520,000 ordinary shares of a nominal value of Euro 0.44 each, corresponding to one fifth of the share capital; the authorisation is valid for a period of 18 months; except for cases of non-cash consideration, the purchase price, including the accessory purchase fees, of each of the own shares must be not less than 20% below and not more than 20% above the official trading price recorded for transaction on the Mercato Telematico Azionario (screen-based stock exchange) on the day before purchase; the purchase operations must be performed pursuant to Article 132 of the Consolidated Finance Law and Art. 144-bis of CONSOB Reg. No. 11971/99 in the manner indicated therein. In any case, in order to ensure equality of treatment between shareholders and the respect for all applicable regulations, including Community regulations (the purchase of own shares may take place in a different manner than those indicated above where permitted in compliance with the principles in force). Please note that, at today’s date, Damiani S.p.A. holds 5,556,409 treasury shares, 6.73% of the share capital. The company does not hold own shares through subsidiaries, fiduciaries or a third party. REMUNERATION PLANS BASED ON FINANCIAL INSTRUMENTS With reference to the first implementation cycle of the Stock Option Plan 2010, the Board of Directors has, at the suggestion of the Remuneration Committee, today confirmed that the consolidated objectives are considered to have been partially achieved at 31 March 2014 and, with a view to valorising the commitment and sacrifice spent in the fulfilment of the respective roles and functions in the company, has resolved to recognise the exercise of the options assigned to them with a vesting period at 21 April 2014 to the current [36] beneficiaries in the measure of 20% and, therefore, for a maximum [124,200] options. At the suggestion of the Remuneration Committee, the Board of Directors has similarly deliberated two further implementation cycles of the Stock Option Plan 2010: (i) a second tranche for the 15 beneficiaries to whom an overall 365,000 options; (ii) a third tranche for the 24 beneficiaries to whom an overall 655.000 options. All information concerning the implementation of the Stock Option Plan 2010 is in the Remuneration Report. Once again, at today’s date, at the suggestion of the Remuneration Committee, the Board of Directors has deliberated to propose the approval of two new remuneration plans based on financial instruments to the Shareholders’ Meeting. In detail, (i) the ‘Stock Grant Plan 2014-2019’, which sets out the free assignment of a maximum of 1,000,000 Damiani shares to beneficiaries to be identified by the Board of Directors, with the assistance of the Remuneration Committee, among the managers, employees and co-workers of Damiani group companies, to be implemented in one or more tranches within 5 years of the date of approval of the Shareholders’ Meeting; (ii) the ‘Stock Option Plan 2014-2019’, which sets out the sale of options for the purchase of a maximum of 3,500,000 Damiani shares to beneficiaries to be identified by the Board of Directors, with the assistance of the Remuneration Committee, within the management of Damiani group companies, to be implemented in one or more tranches within 5 years of the date of approval of the Shareholders’ Meeting. Please see the Report of the Board of Directors prepared pursuant to Article 125-ter of the Consolidated Finance Law, including the information respecting the provisions of Articles 114-bis of the Consolidated Finance Law and 84-bis of the Issuer Regulations, for further information relating to these new plans. The information will be made available in the terms set out by the legislation in force at the registered office, the company website www.damiani.com and the authorised storage mechanism 1INFO at www.1info.it. REPORT ON CORPORATE GOVERNANCE AND THE OWNERSHIP STRUCTURE Today, the Board of Directors has approved the Report on Corporate Governance and the Ownership Structure for the 2013/2014 financial year, to be made available to the public, with the Annual Financial Report and the Reports of the auditors and the independent auditors, at the registered office, the company website www.damiani.com and the authorised storage mechanism 1INFO www.1info.it by 27 June 2014. REMUNERATION REPORT Lastly, please note that, today, the Board of Directors has likewise approved the Remuneration Report prepared pursuant to Art. 123-ter of the Consolidated Finance Law. The Remuneration Report will be made available to the public at least 21 days before the Shareholders’ Meeting in the registered office, on the company website www.damiani.com and in the authorised storage mechanism 1INFO at www.1info.it.
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