AS Silvano Fashion Group

Home Forums Investavimas Akcijos Baltijos akcijų rinka NASDAQ Tallinn AS Silvano Fashion Group

Viewing 6 posts - 1 through 6 (of 6 total)
  • Author
    Posts
  • #311542 Reply
    Nauris Treigys
    Keymaster

    The Management Board of AS Silvano Fashion Group, registry code 10175491, registered address Tulika 15/17, 10613 Tallinn, (hereinafter “SFG”) convenes an Extraordinary General Meeting (hereinafter: “EGM”) of shareholders on 12th of January 2017 at 11:00 (Estonian time) in Nordic Hotel Forum conference hall “Arcturus”, address Viru väljak 3, Tallinn, Estonia.

    The registration of participants of the Extraordinary General Meeting starts at 10:30 a.m. (Estonian time).

    I Agenda

    The agenda of the EGM is the following:

    The amendment of the profit distribution decision approved by the Annual General Meeting held on 29th of June 2017 and additional distribution of profit of AS Silvano Fashion Group
    II Proposals of the Management Board and the Supervisory Board

    The Supervisory Board of SFG has approved the agenda of the EGM as proposed by the Management Board. The Management Board and the Supervisory Board make the following proposals to the shareholders with regard to the agenda:

    The amendment of the profit distribution decision approved by the Annual General Meeting held on 29th of June 2017 and additional distribution of profit of AS Silvano Fashion Group
    Proposal of the Management Board and the Supervisory Board:

    To distribute the profit by paying dividends to the shareholders from the profit of the company based on the approved annual report of 2016 as follows:
    The list of shareholders of AS Silvano Fashion Group entitled to profit distribution shall be fixed on 5st of January 2018 at 11:59 p.m;
    EUR 0.30 per share shall be payable to the entitled shareholders as a dividend at the latest on 29th of January 2018.
    III Organizational questions

    The list of the shareholders entitled to participate in the EGM shall be fixed 7 days prior to the date of the meeting, i.e. on 4th of January 2018 at 11:59 p.m. (Estonian time).

    At the EGM, a shareholder is entitled to receive information from the Management Board about the activities of SFG. The Management Board may decide to withhold information if there is a reason to believe that the disclosure of information may cause significant damage to the interests of SFG. If the Management Board refuses to disclose information, the shareholder may demand from the EGM to adopt a resolution regarding to the lawfulness of the information request or file a petition to a court of law within two weeks of the EGM requesting the court for the ruling requiring the Management Board to disclose the information.

    The shareholders whose shares represent at least 1/20 of the share capital may request for additional items to be included in the agenda of the EGM, if the respective request is submitted in writing at least 15 days prior to the EGM.

    The shareholders whose shares represent at least 1/20 of the share capital may present their draft resolutions to each item in the agenda in writing no later than 3 days before the EGM.

    Draft resolution regarding to the agenda items and other documents presented to the EGM (including annual report, report of the sworn auditor, profit distribution proposal and report of the Supervisory Board) are available for examination on every working day as of the notification of the EGM until the business day preceding the day of the EGM at the headquarters of the Company at Tulika 15/17, Tallinn on business days from 9 a.m. until 5 p.m. (Estonian time).

    On the day of the EGM the materials related to the agenda of the General Meeting are available for examination at the venue of the EGM as of the opening of registration of participants until the end of the EGM. In order to examine the documents: (1) the shareholders who are natural persons are required to present a document verifying their identity and their representatives are additionally required to present the power of attorney in written form; (2) the representatives of the shareholders who are legal entities shall present (a) an extract from the registry where the legal entity is registered; and (b) a document verifying the identity of representative; and (c) in case of representation on the basis of proxy, also a power of attorney.

    Documents and data which are disclosed according to Article 2941 of the Estonian Commercial Code and the templates of power of attorney are available on the homepage of the Company: http://www.silvanofashion.com.

    The following documents must be submitted to participate in EGM
- the shareholders who are natural persons shall present a document verifying their identity and their representatives shall present the power of attorney in written form;
- the representatives of the shareholders who are legal entities shall present (a) an extract from the registry where the legal entity is registered; and (b) a document verifying the identity of representative; (c) in case of representation on the basis of proxy, also a power of attorney.

    Unless otherwise provided by a foreign agreement, a document issued by a foreign authority shall be duly apostilled or legalized. Documents in foreign language should be accompanied by the translation into Estonian, verified by relevant institution.

    Prior to the EGM the shareholder may notify the Company of the appointment of a representative or the revocation of the representative’s authority by sending a digitally signed e-mail message to info@silvanofashion.com or by delivering the information in person on workdays between 9 a.m. to 5 p.m. (Estonian time) or via mail to AS Silvano Fashion Group, Tulika 15/17, 10613 Tallinn, Estonia by 5 p.m. (Estonian time) on the business day preceding the day of the EGM.

    For any information regarding the EGM or the agenda items, please contact Jarek Särgava (e-mail info@silvanofashion.com; phone +372 684 5000).

    #311543 Reply
    Nauris Treigys
    Keymaster

    The Management Board of AS Silvano Fashion Group, registry code 10175491, registered address Tulika 15/17, 10613 Tallinn, (hereinafter “SFG”) convenes an Extraordinary General Meeting (hereinafter: “EGM”) of shareholders on 12th of January 2017 at 11:00 (Estonian time) in Nordic Hotel Forum conference hall “Arcturus”, address Viru väljak 3, Tallinn, Estonia.

    The registration of participants of the Extraordinary General Meeting starts at 10:30 a.m. (Estonian time).

    I Agenda

    The agenda of the EGM is the following:

    1. The amendment of the profit distribution decision approved by the Annual General Meeting held on 29th of June 2017 and additional distribution of profit of AS Silvano Fashion Group

    II Proposals of the Management Board and the Supervisory Board

    The Supervisory Board of SFG has approved the agenda of the EGM as proposed by the Management Board. The Management Board and the Supervisory Board make the following proposals to the shareholders with regard to the agenda:

    1. The amendment of the profit distribution decision approved by the Annual General Meeting held on 29th of June 2017 and additional distribution of profit of AS Silvano Fashion Group

    Proposal of the Management Board and the Supervisory Board:

    1.1. To distribute the profit by paying dividends to the shareholders from the profit of the company based on the approved annual report of 2016 as follows:

    1.1.1. The list of shareholders of AS Silvano Fashion Group entitled to profit distribution shall be fixed on 26st of January 2018 end of day of settlement systems.

    1.1.2. EUR 0.30 per share shall be payable to the entitled shareholders as a dividend at the latest on 29th of January 2018.

    III Organizational questions

    The list of the shareholders entitled to participate in the EGM shall be fixed 7 days prior to the date of the meeting, i.e. on 4th of January 2018 end of day of settlement systems.

    At the EGM, a shareholder is entitled to receive information from the Management Board about the activities of SFG. The Management Board may decide to withhold information if there is a reason to believe that the disclosure of information may cause significant damage to the interests of SFG. If the Management Board refuses to disclose information, the shareholder may demand from the EGM to adopt a resolution regarding to the lawfulness of the information request or file a petition to a court of law within two weeks of the EGM requesting the court for the ruling requiring the Management Board to disclose the information.

    The shareholders whose shares represent at least 1/20 of the share capital may request for additional items to be included in the agenda of the EGM, if the respective request is submitted in writing at least 15 days prior to the EGM.

    The shareholders whose shares represent at least 1/20 of the share capital may present their draft resolutions to each item in the agenda in writing no later than 3 days before the EGM.

    Draft resolution regarding to the agenda items and other documents presented to the EGM (including annual report, report of the sworn auditor, profit distribution proposal and report of the Supervisory Board) are available for examination on every working day as of the notification of the EGM until the business day preceding the day of the EGM at the headquarters of the Company at Tulika 15/17, Tallinn on business days from 9 a.m. until 5 p.m. (Estonian time).

    On the day of the EGM the materials related to the agenda of the General Meeting are available for examination at the venue of the EGM as of the opening of registration of participants until the end of the EGM. In order to examine the documents: (1) the shareholders who are natural persons are required to present a document verifying their identity and their representatives are additionally required to present the power of attorney in written form; (2) the representatives of the shareholders who are legal entities shall present (a) an extract from the registry where the legal entity is registered; and (b) a document verifying the identity of representative; and (c) in case of representation on the basis of proxy, also a power of attorney.

    Documents and data which are disclosed according to Article 2941 of the Estonian Commercial Code and the templates of power of attorney are available on the homepage of the Company: http://www.silvanofashion.com.

    The following documents must be submitted to participate in EGM
- the shareholders who are natural persons shall present a document verifying their identity and their representatives shall present the power of attorney in written form;
- the representatives of the shareholders who are legal entities shall present (a) an extract from the registry where the legal entity is registered; and (b) a document verifying the identity of representative; (c) in case of representation on the basis of proxy, also a power of attorney.

    Unless otherwise provided by a foreign agreement, a document issued by a foreign authority shall be duly apostilled or legalized. Documents in foreign language should be accompanied by the translation into Estonian, verified by relevant institution.

    Prior to the EGM the shareholder may notify the Company of the appointment of a representative or the revocation of the representative’s authority by sending a digitally signed e-mail message to info@silvanofashion.com or by delivering the information in person on workdays between 9 a.m. to 5 p.m. (Estonian time) or via mail to AS Silvano Fashion Group, Tulika 15/17, 10613 Tallinn, Estonia by 5 p.m. (Estonian time) on the business day preceding the day of the EGM.

    For any information regarding the EGM or the agenda items, please contact Jarek Särgava (e-mail info@silvanofashion.com; phone +372 684 5000).

    #312025 Reply
    Nauris Treigys
    Keymaster

    he Management Board of AS Silvano Fashion Group, registry code 10175491, registered address Tulika 15/17, 10613 Tallinn, (hereinafter “SFG”) held an Extraordinary General Meeting (hereinafter: “EGM”) of shareholders on 12th of January 2018 at 11:00 (Estonian time) in Nordic Hotel Forum conference hall “Arcturus”, address Viru väljak 3, Tallinn, Estonia. The meeting started at 11:00 and ended at 11:30. The meeting was held in the Estonian language.

    Notice convening the meeting was published 20/12/2017 on the website of the Tallinn Stock Exchange, Warsaw Stock Exchange Information System and Silvano Fashion Group website http://www.silvanofashion.com and 21/12/2017 in the daily newspaper “Eesti Päevaleht”.

    According to the notice convening the meeting was based on the weighting of votes in the Estonian Central Register of electronic extract from the list of shareholders as of 4 January 2018, at 20:00, and at the start of the meeting the participants registration form. AS Silvano Fashion Group share capital is 10.8 million euros and the total number of shares is 36 000 000, EUR 0.30 per share.

    Twenty six (26) shareholders attended the Meeting representing 22 837 926 votes, constituting 63,44% of the voting rights of the company. Thus, the meeting had a quorum.

    Resolutions adopted at the meeting:

    1. The amendment of the profit distribution decision approved by the Annual General Meeting held on 29th of June 2017 and additional distribution of profit of AS Silvano Fashion Group.

    To distribute the profit by paying dividends to the shareholders from the profit of the company based on the approved annual report of 2016 as follows:

    1.1. The list of shareholders of AS Silvano Fashion Group entitled to profit distribution shall be fixed on 26th of January 2018 end of day of settlement systems (dividend´s ex-day 25.01.).

    1.2. EUR 0.30 per share shall be payable to the entitled shareholders as a dividend at the latest on 29th of January 2018.

    Voting results:

    In favor: 22 835 466 votes or 99,99% of the represented votes at the meeting

    and 63,43% of total share capital

    Against: 0 votes or 0,00% of the votes represented at the meeting

    and 0% of the total share capital

    Impartial: 0 votes or 0,00% of the represented votes at the meeting

    and 0,00% of total share capital

    Did not vote: 2 460 votes, or 0,01% of the votes represented at the meeting

    and 0,01% of the total share capital

    The resolutions were adopted at the Meeting following the procedure for passing of resolutions set forth in laws and in the Articles of Association of the Company.

    The protocol of the meeting, and related documents shall be made available to investors within 1 (one) week from the Meeting at SFG website http://www.silvanofashion.com

    #312156 Reply
    Nauris Treigys
    Keymaster

    AS Silvano Fashion Group (trading code SFG1T, ISIN code ISIN EE100001751) will close the list of shareholders for dividend payment on 26.01.2018 at the end of the working day of the settlement system.

    Proceeding from the above, the ex-date is 25.01.2018. From that date the new owner of the shares is not entitled to dividends for the year 2016.

    AS Silvano Fashion Group will pay dividend 0,30 euros per share on 29.01.2018.

    #312996 Reply
    Nauris Treigys
    Keymaster

    Silvano Fashion Group
    Quarterly report
    Silvano Fashion Group Consolidated Interim Financial Report for Q4 and 12 months of 2017 (unaudited)
    Selected Financial Indicators

    Summarized selected financial indicators of the Group for 12 months of 2017 compared to 12 months of 2016 and 31.12.2017 compared to 31.12.2016 were as follows:

    in thousands of EUR 12m 2017 12m 2016 Change
    Revenue 62 348 57 892 7.7%
    EBITDA 15 735 18 430 -14.6%
    Net profit for the period 11 393 7 896 44.3%
    Net profit attributable equity holders of the Parent company 10 914 8 273 31.9%
    Earnings per share (EUR) 0.30 0.22 36.4%
    Operating cash flow for the period 9 178 12 807 -28.3%

    in thousands of EUR 31.12.2017 31.12.2016 Change
    Total assets 52 880 56 145 -5.8%
    Total current assets 41 708 42 677 -2.3%
    Total equity attributable to equity holders of the Parent company 40 974 43 402 -5.6%
    Cash and cash equivalents 21 230 22 303 -4.8%

    Margin analysis, % 12m 2017 12m 2016 Change
    Gross profit 51.2 54.5 -6.1%
    EBITDA 25.2 31.8 -20.8%
    Net profit 18.3 13.6 34.6%
    Net profit attributable to equity holders of the Parent company 17.5 14.3 22.4%

    Financial ratios, % 31.12.2017 31.12.2016 Change
    ROA 19.9 14.7 35.4%
    ROE 27.1 19.6 38.3%
    Price to earnings ratio (P/E) 9.5 13.2 -28.0%
    Current ratio 4.7 4.9 -4.1%
    Quick ratio 2.7 3.0 -10.0%
    Financial performance

    The Group`s sales amounted to 62 348 thousand EUR during 12 months of 2017, representing a 7.7% increase as compared to the same period of previous year. Overall, wholesales decreased by 0.2% and retail sales increased by 28.9%, measured in EUR.

    The Group’s reported gross profit margin during 12 months of 2017 continued to improve decreasing to 51.2%, reported gross margin was 54.5% in the respective period of previous year. Consolidated operating profit for 12 months of 2017 amounted to 13 948 thousand EUR, compared to 16 543 thousand EUR in 12 months of 2016. The consolidated operating profit margin was 22.4% for 12 months of 2017 (28.6% in 12 months of 2016). Consolidated EBITDA for 12 months of 2017 was 15 735 thousand EUR, which is 25.2% in margin terms (18 430 thousand EUR and 31.8% for 12 months of 2016).

    Reported consolidated net profit attributable to equity holders of the Parent company for 12 months of 2017 amounted to 10 914 thousand EUR, compared to net profit of 8 273 thousand EUR in 12 months of 2016, net profit margin attributable to equity holders of the Parent company for 12 months of 2017 was 17.5% against 14.3% in 12 months of 2016.

    Financial position

    As of 31 December 2017 consolidated assets amounted to 52 880 thousand EUR representing an decrease by 5.8% as compared to the position as of 31 December 2016.

    Trade and other receivables decreased by 1 452 thousand EUR as compared to 31 December 2016 and amounted to 2 716 thousand EUR as of 31 December 2017. Inventory balance increased by 1 573 thousand EUR and amounted to 17 760 thousand EUR as of 31 December 2017.

    Equity attributable to equity holders of the Parent company decreased by 2 428 thousand EUR and amounted to 40 974 thousand EUR as of 31 December 2017. Current liabilities increased by 123 thousand EUR during 12 months of 2017.

    Investments

    During 12 months of 2017 the Group’s investments into property, plant and equipment totalled 1 226 thousand EUR, in previous year same period 888 thousand EUR. Investments were made mainly into opening and renovating own stores, as well into equipment and facilities to maintain effective production for future periods.

    Personnel

    As of 31 December 2017, the Group employed 2 279 employees, including 506 people in retail operations. The rest were employed in production, wholesale, administration and support operations. In 31.12.2016 there were 2 163 employees, including 480 people in retail operations.

    Total salaries and related taxes during 12 months of 2017 amounted to 13 994 thousand EUR (11 630 thousand EUR in 12 months of 2016). The remuneration of key management of the Group, including the key executives of all subsidiaries, totalled 891 thousand EUR.

    Decisions made by governing bodies during 12 months 2017

    On February 2, 2017 Silvano Fashion Group Extraordinary Meeting of Shareholders decided to change Silvano Fashion Group AS shareholders General Meeting decision from June 29, 2016 of its share buyback program terms and set the new maximum price at which Silvano Fashion Group AS may buy back its own shares within the own share buy-back programme is EUR 3.30 per share.

    In connection with expiration of the term of the board member agreement, Kati Kusmin left the company from May 16, 2017. AS Silvano Fashion Group the Management Board continues with one member: Jarek Särgava.

    On June 29, 2017 Silvano Fashion Group held its regular Annual General Meeting of Shareholders. The Meeting adopted following decisions.

    The Meeting approved the 2016 Annual Report.
    The Meeting decided to distribute dividends in the amount 0.20 EUR per share (record date 13.07.2017, payment completed on 19.07.2017).
    The Meeting decided to re-appoint AS PricewaterhouseCoopers as the Group`s auditor for financial year 2017.
    The Meeting decided to cancel the 1 000 000 own shares acquired within the own share buy-back programme as approved by the shareholders of AS Silvano Fashion Group on 29th of June 2016;
    The Meeting decided to extend authority of the supervisory board member Mr. Toomas Tool for the next term of authority starting from 1 July 2017 till 30 June 2022.
    The Meeting decided to continue with the remuneration plan of the supervisory board members as approved by the annual general meeting held on 30 June 2012.
    On October 31, 2017, the decrease of share capital of Silvano Fashion Group AS was registered in the Commercial Register based on the resolutions adopted by the General Meeting of Shareholders of the Company held on June 29, 2017. The new registered share capital of the Company is 10 800 000 euros, which is divided into 36 000 000 ordinary shares with nominal value of 0.30 euros per share.
    Attachments:
    Consolidated Interim Report For Q4 and 12 months of 2017 (unaudited).pdf

    #315171 Reply
    Nauris Treigys
    Keymaster

    To decrease the share capital of the Company by 7 200 000 euros from 10 800 000 euros to 3 600 000 euros. The share capital will be decreased by reducing the book value of the shares by 0.20 euros per share. The new share nominal value of the Company is 0.10 cent per share.
    The total number of the shares will not change. As a result of the decrease of the share capital, the share capital of the company will be 3 600 000 euros that is divided into 36 000 000 shares

Viewing 6 posts - 1 through 6 (of 6 total)
Reply To: AS Silvano Fashion Group
Your information: