CAD IT: the Board of Directors approves the six-monthly results at 30th June 2014

The Board of Directors of CAD IT S.p.A. (www.caditgroup.com), leader in the Italian financial software market and listed in the STAR segment of Borsa Italiana, met today to approve the Half-Yearly Financial Report at 30th June 2014.

The main Consolidated Profit and Loss Account results relating to the first half of 2014 are as follows:

• Production Value of Euro 27.7 million (Euro 25.7 million in the first six months of 2013). During the six months in question the increases for the internal work capitalized for the development of new products (asset increases due to internal work) came to Euro 1.8 million compared to Euro 1.9 million in the same period last year.
• Gross Operational Result (EBITDA) of Euro 2.9 million (10.6% of Production Value), compared to Euro 2.3 million in the first six months of 2013, corresponding to 8.9% of Production Value.
• Operational Result (EBIT) of Euro 0.5 million (1.8% of Production Value) compared to Euro 0.1 million in the first six months of 2013, corresponding to 0.4% of Production Value. The amortization of intangible assets went from Euro 2.0 million in the first six months of 2013 to Euro 2.2 million in the first six months of 2014. The increase over the previous period was due to the beginning of the amortization schedules of software procedures developed in previous years, which have become available for sale.
• Result of the period net of third party share of Euro -0.1 million (-0.2% of Production Value) after the registration of taxes for Euro 0.6 million, compared to Euro -0.2 million (-0.9% of Production Value) in the same period of the previous financial year.

The Consolidated Net Financial Position at 30th June 2014 is in credit by Euro 2.0 million compared to Euro 2.6 million in debit registered at 31st December 2013 and to a position in credit by Euro 2.8 million registered at 30th June 2013.

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The Half-Yearly Financial Report as of June 30th 2014, together with the certification in compliance with art. 154 bis, paragraph 5, of Legislative Decree 58/98 (Consolidated Finance Act) and the report of Auditing Firm, will be published in the Investor Relation section on the Company’s internet website (www.caditgroup.com) and made available, to anyone on request, at the Company’s registered office of CAD IT S.p.A. and at the authorized storage mechanism for the regulated information called “1INFO” on the website www.1info.it by August 29th 2014. Written notification of such publication will be given.

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The Manager provisionally charged with preparing the company’s financial reports, Daniele Mozzo, declares, pursuant to paragraph 2 of Article 154-bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the document results, books and accounting records.

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The CAD IT Board of Directors reports to have authorised today the launch of a merger project between companies controlled entirely by CAD IT S.p.A., with a view to rationalizing the activities of the Group’s organisation.

Further information on the details of the operation are given below.

The CAD S.r.l. Board of Directors (“Absorbing Company”), DQS Data Quality Systems S.r.l. (“Absorbed Company”), companies entirely controlled by CAD IT S.p.A., will draw up the project to absorb DQS Data Quality Systems S.r.l. into CAD S.r.l..

The merger project will be submitted to the Shareholder Meetings of the respective controlled companies participating in the operation within October 2014.

Since the merger involves the incorporation of companies entirely controlled by exclusive owner CAD IT S.p.A., already within the consolidation perimeter, and no other related parties have any significant interests, the Procedure for operations with related parties adopted by the issuer will not apply to the above-described merger operation, as provided for in art. 6.5, letter g) of that Procedure and by articles 13 and 14 of Consob Regulation no. 17221 of 12th March 2010 and subsequent modifications and integrations.

The simplified procedure as provided for by article 2505 of the Italian Civil Code, can be applied. Therefore, no exchange ratio or adjustment of any sums of money will be necessary, nor any change in holding relations and there will be no particular advantages or benefits for the directors of the companies concerned in the merger.

After merger stipulation and the extinction of the Absorbed Company, the entire increase in CAD S.r.l.’s company capital resulting from the act will be attributed to the exclusive owner CAD IT S.p.A.. In accordance with art. 2504-bis of the Italian Civil Code, the effects of the merger will come into effect as of 31/12/2014.
Pursuant to the combined provisions of articles 2504-bis and 2501-ter, paragraph 1, no. 6, the accounting and tax effects of the merger will be retroactive at 01/01/2014.

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The Board of Directors, in consideration of the resignation for health reasons of Maria Rosa Mazzi, which will take effect as of 01/09/2014, confirmed Daniele Mozzo in charge of this activity, as provisionally attributed to him at the Board Meeting of 21/10/2013, until 30/09/2014. Furthermore, the Board of Directors has appointed Michele Miazzi as Manager charged with preparing the company’s financial reports, with effect as of 01/10/2014, following prior approval given by the Remuneration and Nomination Committee and after the necessary opinion of the Board of Auditors.

The Board of Directors has also appointed Mr. Donatello Marcolungo as head of the Company’s Internal Auditing, with immediate effect, upon proposal of the director responsible for Internal Control and Risk Management and prior approval by Internal Control and Risks Committee, after asking the Board of Auditors.