BUONGIORNO SPA 
By Financial statements as of 12.31.2011;
Nomination of the subject for legal revision of company accounts for the 2012-2020 period; Compensation Report;
Buy-back of company shares;
Statutory amendment for compliance with new legal provisions (Legal deliberation of July 12, 2011).
Parma, April 27, 2012 - The Ordinary Shareholders' Meeting of Buongiorno S.p.A. (FTSE Italia STAR: BNG), multinational leader at a global level in the development and management of paid apps and services for mobile devices, which convened today in Parma on second call, approved the financial statements for the year ended December 31, 2011, prepared in accordance with international accounting standards (IAS/IFRS), along with relevant and ensuing resolutions.
2011 was characterized by two extraordinary operations: the
acquisition of Dada.net (B2C) and the subsequent spin- off of
the major part of B2B activity. Through these operations,
Buongiorno pursued a B2C focused positioning and a greater
homogeneity in offerings throughout different international
markets.
The Buongiorno Group's 2011 economic and financial results,
for comparative purposes, are confronted with a restated
version of 2010 data that reports the Group's 2010 results
net of the activity connected to the spin-off operation
completed in 20111, while balance sheet data
relative to 2010 is that published as of December 31, 2010,
in accordance with the relative accounting principles.
Additionally, from December 31 2011 onwards, Giglio S.p.A. is
no longer consolidated, as the option expired at the end of
the reference period; the 25% participation in Giglio S.p.A.
remains unchanged.
As of December 31, 2011, Buongiorno's Consolidated Net
Financial Debt2 was 19.7 million Euro, a strong
improvement from 27 million Euro at the end of 2010.
Buongiorno's consolidated Value of Production of 2011 was
234.0 million Euro compared to 213.4 million Euro of the
exercise 2010 restated, an increase of 10%. The consolidated
net revenues of 2011 were 228.6 million Euro, an increase of
8% when compared to the 210.9 million Euro of 2010 restated.
With respect to the revenues, it is important to highlight
the contribution of the Dada.net business activity,
consolidated from June 1, 2011 onwards, which had a positive
impact of 47 million Euro on Group revenues. Conversely,
there was a contraction of the post-spin-off B2B revenues,
including the interactive TV activity, and a slight reduction
of traditional B2C services in the Spanish market. The
consolidated normalized Gross Operating Margin (EBITDA) for
2011 amounted to 26.1 million, corresponding to a decrease of
10% compared to the previous year restated, and was
influenced by increased investments on the new business lines
(approximately 10 million Euro in 2011) Winga, Cashlog, and
Web Apps, which outweighed the contribution of Dada.net of 7
million Euro.
1 To note that the 2011 figures: (i) include the Dada.net results, consolidated by the Buongiorno Group from June 1, 2011 and (ii) are net of the spin-off perimeter, which was registered seperately as a discontinued operation in accordance with international accounting standards (IFRS 5). The Buongiorno Group's 2011 economic and financial results, for comparative purposes, are confronted with a restated version of 2010 data that reports the Group's 2010 results excluding the activity connected to the spin- off operation completed in 2011, while balance sheet data relative to 2010 is that published as of December 31, 2010.
2 The calculation of the Net Financial Position includes the deferred payment relative to the spin-off operation.
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Net Consolidated Profit for 2011 amounted to 15.2 million
Euro, a slight increase when compared to 10.6 million Euro of
2010 restated. This result includes an impact of positive
16.7 million Euro on the economic and financial results of
the Group from the spin-off completed in November of
20113.
Highlights from the consolidated financial statements are
provided below:
(amounts expressed in millions of Euro)
Economic Highlights | 2011 | 2010 restated |
Revenues 228.6 210.9 Industrial Added Value 99.1 91.7 EBITDA 26.1 29.1 Result of Discontinued Operations 16.7 4.7 Net income 15.2 10.6 |
Balance Sheet Highlights | Dec. 31, 2011 | Dec. 31, 2010 |
Net Invested Capital 190.1 196.3 Capital and Reserves 170.3 169.4 Net Financial Position (19.7) (27.0) |
Pursuant to paragraph 2 of Article 154-bis of the Italian
Consolidated Financial Law (TUF), Carlo Frigato, in his
capacity as the Executive responsible for preparing the
Company's accounting documents, declares that the information
contained herein corresponds to documented results and
accounting books and records.
The Ordinary Shareholders' Meeting, convened on second call,
also appointed KPMG S.p.A. as the subject for legal revision
of the company accounts for 2012-2020, thus until the
Shareholders' Meeting for approval of financial statements
closed on December 31, 2020.
The Ordinary Shareholder's Meeting additionally deliberated
in favor of approval of the Compensation Report
(previously approved by the Board of Directors) in accordance
with art. 123-ter of Law n. 58/1998.
The Shareholders of Buongiorno S.p.A. approved the buy-back
of company shares. The proposal, which is a renewal of the
buy-back plan approved in previous years' Shareholders'
Meetings, aims at enabling the Company to: offer shares to
operators who might be interested in M&A transactions with
Buongiorno, without the need for capital increases, intervene
through trading, hedging, and arbitrage transactions so as to
use this tool during abnormal fluctuations on the stock
market and to invest liquidity balances. The proposal
envisages that the Board be empowered to acquire up to
10,000,000 own ordinary shares of a nominal value of €0.26
each (equivalent in total to 9.4% of the current share
capital), in one or more tranches, and on a rotational basis
within a period of no more than 18 months following the date
of the related General Meeting resolution. Pursuant to
Section 2357 of the Italian Civil Code, it must be pointed
out that the company's share capital currently stands at
27,719,191.50 divided into 106,612,275 ordinary shares of a
nominal value of €0.26 each. The buy-back shall be made on
the stock market in accordance with the provisions of
Sections 2357 et seq. of the Italian Civil Code, article 132
of Legislative Decree no. 58/98 and any and all other
applicable regulations, pursuant to the operating procedures
set forth in article 144-bis(b) of the Rules for Issuers, at
a price not exceeding 10% and not less than 10% of the
reference share price during the three trading days prior to
each transaction. These guidelines are deemed adequate to
identify the limits within which the purchase would be in the
Company's interest. The formula for determining the maximum
price for each transaction does not allow for a
quantification of the maximum overall outlay required for the
buy-back of shares: on the basis of the current stock price
3 Calculated as the sum of the economic results of the perimeter of sale from the beginning of the year to the closing date (October
31, 2011) for an amount of 2.1 million Euro plus the resulting difference excluding tax effects between the sale price of the activity perimeter and the net values booked on October 31, 2011 (resulting in 14.6 million Euro).
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trends, it is highlighted that the aforesaid amount would be
covered by available reserves carried in the financial
statements to be submitted for approval at the next General
Meeting of Shareholders.
The Ordinary Shareholders' meeting also gave authorization,
within the meaning of Section 2357-ter of the Italian Civil
Code, for the Board to dispose of the shareholdings acquired
from time to time pursuant to this resolution, through cash,
exchange, swap, capital contribution, or other transactions,
as part of exceptional industrial or financing transactions.
In the case of cash transactions, the sales shall be effected
on the Stock Market of listing, at a price equivalent to no
less than 90% of the reference price for the stock during the
three trading days prior to each transaction. In the case of
other disposals, the applicable economic terms and
conditions, including the valuation of the shares
transferred, shall be determined with the assistance of
independent experts, in light of the nature and features of
the transaction, as well as fluctuations in the price of
Buongiorno's stock. As of today Buongiorno holds 1,387,488
company shares.
The Extraordinary Shareholders' Meeting, convened on third
call, authorized the amendment of article no. 16 ("Boards of
Directors") of the Company Articles of Association to comply
with the new legal provisions introduced by Law n. 120 of
July 12, 2011 regarding equality of access to the
administrative and controlling bodies of listed companies in
regulated markets.
***
Buongiorno is known in the worldwide mobile commerce ecosystem for developing and managing paid apps and contents that help c onsumers get greater enjoyment from mobile devices.
With direct connections to more than 130 telecom operators in 25 countries, over 10 years' experience and a team of 800 professionals, Buongiorno makes the mobile internet experience happen. In 2011, Buongiorno refocused its business on the B2C sector, materialized via the acquisition of Dada.net and the spin-off of the majority of its B2B business.
Buongiorno concentrates exclusively on delivering a top notch mobile entertainment experience to end consumers and is investing heavily to market a few high-potential businesses based on paid content on mobile, such as the mobile payments solution Cashlog.com and e-Gaming portal Winga.com.
Buongiorno is headquartered and listed in Milan (FTSE Italy STAR: BNG).
For more information about Buongiorno, please visit the website: www.buongiorno.comor contact:
Emily Rose Catalano Now! Pr
Investor Relations Daniele Comboni / Mattia Zanetti Tel. +39 02 582131 Tel. +39 02 881290334 emily.catalano@buongiorno.com danielec@nowpr.it ; mattiaz@nowpr.it
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