Month: March 2014

Arnoldo Mondadori Editore SpA has announced that Directors’ reports on the following items on the agenda of the Ordinary and Extraordinary Shareholders’ Meeting, to be held on 30 April 2014 (2 May, on second call) are available at the Company’s registered office, as well as Borsa Italiana SpA and on www.gruppomondadori.it (in the Governance section):

– To authorise the board of directors to buy back and utilise ordinary shares, in line with articles 2357 and 2357-ter of the Italian Civil Code.

– Proposal to attribute to the Board of Directors powers pursuant to Articles 2443 and 2420-ter of the Civil Code:

• Renewal of the authorisation to the Board of Directors, pursuant to Art. 2443 of the Civil Code, of the right to increase, on one or more occasions, the share capital, reserved holding option rights, within a period of five years from the date of the resolution, for a maximum nominal amount of €78,000,000; and the consequent amendment of Art. 6.6 of the Articles of Association and related resolutions.
• Renewal of the authorisation to the Board of Directors, pursuant to Art. 2420-ter of the Civil Code, of the right to issue, in one or more occasions, convertible bonds, within a period of five years from the date of the resolution, for a maximum nominal amount of €260,000,000; and the consequent amendment of Art. 6.6 of the Articles of Association and related resolutions.
• Attribution to the Board of Directors, pursuant to Art. 2443 of the Civil Code, of the right to increase, on one or more occasions, the share capital, within the period of five years from the date of the resolution, with the exclusion of option rights pursuant to Art. 2441, paragraph 4, second sentence, of the Civil Code, through the issue of a number of shares not exceeding 10% of the total number of shares comprising the share capital of Arnoldo Mondadori Editore on the date of the exercise of such powers and for a nominal amount not more than €20,000,000; and the consequent amendment of Art. 6.6 of the Articles of Association and related resolutions.

Further documentation concerning the AGM will be made available in the manner described above, within the period foreseen by current legislation.

The notice calling the AGM, along with the agenda, has been published today on www.gruppomondadori.it (in the Governance section) and in the newspaper specified in the notice

The Board of Directors of Arnoldo Mondadori S.p.A. met today, under the Chairmanship of Marina Berlusconi, to examine and approve the consolidated balance sheet and management report for the year to 31st December 2013 as presented by the chief executive, Ernesto Mauri.

MARKET SCENARIO
The macroeconomic situation in Italy in 2013 was once again characterised by a marked downturn in the main economic indicators that were even worse than the already dramatic decline recorded in 2012.

Only in the final quarter of the year were there some signs of a modest recovery in economic activity, albeit in an unfavourable climate due also to the lack of dynamism in some emerging countries’ economies.

This recessionary situation, combined with significant technological and structural changes in the sectors in which the Group operates had a significant impact, in particular in Italy where:

– the book market saw a fall in terms of value of -6.2% (-13.8% in the last two-years);
– the magazine market was severely affected by the ongoing slump in advertising expenditure, down by 23.9% (-38% in the period 2012-2013) while also circulation was down in value terms by 11.2% (-23.3% in the last two-years); while the decline in add-on sales was even more marked: -23.4% (-35.2% in the last two-years).

Also in France the economic picture was affected by the general crisis in the Eurozone: specifically:

– the magazine market in which Mondadori France operates recorded a marked fall compared with the previous year, especially in advertising -9.2% (-13.7% in the last two-years); while also circulation was down in terms of value by 6,7% (-11.7% in the period 2012-2013).

2013 AT MONDADORI

2013 was a year of change for the Mondadori Group as, in response to the market scenario outlined above, the Group embarked on a series of fundamental operations, both in terms of organisation and operating processes, aimed at bring the cost structure into line with the revenues trends of the traditional businesses and to ensure adequate resources to the excellence of the products and for businesses in development.

Organisational changes have affected almost the whole of the Group, with the redefinition of the responsibilities of both central and business functions and the renewal of most of the first line management.

As part of efforts to reduce operating costs, the “change of pace” plan, which foresees overall savings of €100 million by the end of 2015, touched on all cost items: among the most significant among the many measures introduced have been reductions in industrial costs (paper and printing), editorial costs and logistics (office space, retail outlets and distribution).

During the year total headcount (3,436 at year end), both permanent and temporary contracts, was down by 267 (-7.2% of the total on 31 December 2012) both through the ongoing review of organisational structures and extraordinary restructuring initiatives in all of the companies of the Group: excluding non-recurring costs related to restructuring, total personnel costs in 2013 were 10.1% lower than the previous year.

GROUP PERFORMANCE FOR THE YEAR ENDED 31 DECEMBER 2013
The consolidated financial statements for 2013 also feature:

– restructuring costs and other non-recurring charges of €61.9 million, mostly attributable to reorganisation activities;

– write-downs of €145.4 million, following the impairment process that has aligned assets and holdings to values that conform to the current market situation.

Below, are the consolidated results for the year 2013, compared with the figures for the previous year, that have been adjusted as a result of the application of the new IAS 19: the income statement to 31.12.2012 shows an improvement in gross operating profit of €1.6 million and in net profit of €1.2 million compared with the previous year.

Consolidated net revenues came to €1,275.8 million, a fall of 9.9% on the €1,416.1 million in 2012.

Consolidated gross operating profit, net of non-recurring items came to €49.1 million, a 32.2% reduction on the €72.4 million of the previous year: non-recurring items not included refer to restructuring costs of €50.4 million (€18.8 million in 2012) and other charges of €11.5 million (income of €14.5 million in 2012).

Consolidated gross operating profit showed a loss of €12.8 million, compared with a profit in the previous year of €68.1 million.

The consolidated operating loss for the year came to -€183.1 million (-€149.9 million in 2012) following impairments of €145.4 million (€194.3 million in 2012).

The impairments refer to Mondadori France for €99.3 million (€140 million in 2012), R101 for €31.1 million (€46.3 million in 2012) and related investments and other assets for €15 million (€8 million in 2012). Amortizations in the year amounted to €24.9 million (€25 million in 2012).

Consolidated pre-tax losses for the year amounted to -€207.3 million (-€172.1 million in 2012) with financial charges of €24.2 million (€22.2 million in 2012).

The consolidated net loss came to -€185.4 million, compared with -€166.1 million in 2012.

The Group’s net financial position showed a deficit of -€363.2 million, compared with a deficit of -€267.6 on 31 December 2012, a result of the impact of financial outlays related to the restructuring process carried out during the year.

It should be pointed out that in November 2013 all of the Group’s credit lines were renegotiated.

THE BUSINESS AREAS

• BOOKS

The 2013 revenues of the Book Area amounted to €334.3 million, a 9.8% fall on the €370.6 million of 2012.

Trade books confirmed their leadership with a market share of 27%, with an editorial programme that enabled the Group’s brands (imprints) to have an average of 10 titles among the top 20 bestselling books of the year and to be in the top position for 23 weeks out of 52.

In terms of profitability, comparison with 2012 was particularly tough due to the “Fifty shades” phenomenon, which significantly stimulated margins; there was a very positive trend in the development of e-books (+70%) with 2 million downloads and the number of titles available in a digital format has now risen to almost 6,000 with a market share of over 40%.

It was a successful year for the educational and art books sector: with the educational area increasing its market share, after years of decline, to 13%, thanks to an extensive and appealing offer at all school levels while in the art publishing segment, thanks to the management and organisation of exhibitions, there was an increase in revenues in the year of 12.7%.

The importance of the Group’s activities in these sectors is underlined by the increase in profitability, despite a difficult market environment.

• MAGAZINES ITALY

The Magazines Italy area saw the biggest concentration of reorganisation and cost reduction activities during the year. These were focused on industrial costs and all the items that come under editorial costs, as well as personnel reductions.

In terms of the products, with the closure of 4 titles the Group’s portfolio was strengthened while the reorganisation of the editorial departments for TV guides and the wellness segments made it possible to confirm the Group’s leadership market (38%) through the re-launch of the main titles.

2013 revenues for the area amounted to €326.1 million, a 15.1% reduction on the €383.9 million of 2012 (-13.7% on a like-for-like basis). In particular:

– circulation revenues (-7% on a like-for-like basis) were penalised by a fall in newsstand sales and subscriptions;
– revenues from add-on sales (-13.7%) – while down, for a strategic decision to focus on the rationalisation of the initiatives – maintained their market leadership, with a more than 40% share and a high level of profitability;
– advertising revenues for Mondadori titles (-24.5% on a like-for-like basis) were affected by a decline in both weeklies and monthlies.

The performance of the Group’s leading web sites was very positive with revenues rising by 7.3% in a market that was down by 1.8%. In particular, Donnamoderna.com confirmed its position as the second most popular web site for women in terms of unique users (an annual average of 4.5 million, an increase of 20%), Grazia.it also saw its audience grow by 28% while the percentage growth of other sites were even higher.

With regard to the Group’s international activities, which continue to grow significantly, Mondadori International Business recorded revenues of €10.2 million, an increase of around 10% on 2012.

The number of editions of Grazia rose to 23 following the launch of the magazine during the year in Spain, Korea and Mexico. The year also saw the launch of Icon in Spain, distributed with El Pais.

Despite the difficult market conditions, the aggregate revenues generated by the international network came to €154.8 million, a fall of 4.2% compared with 2012.

In this context, advertising revenues came to €10.6 million, a rise of 14%, thanks also to an expansion of the international client portfolio.

Regarding the investments, there was an excellent revenue performance by the joint venture in China (+18%) while the Russian JV was essentially stable. Meanwhile, despite a negative performance during the year (-11%), Attica Publications recorded a reversal in the trend in the final quarter.

• ADVERTISING

The most important organisational change for the Group, implemented in 2013 and effective from the beginning of 2014, was the contribution of the advertising sales for magazines and radio (R101 and other radio stations under licence) to Mediamond, the joint venture with Publitalia ’80, that already managed the sale of advertising for the Mondadori web sites, as well as those of R.T.I. and a number of third parties

As a result of this operation, Mediamond is now Italy’s most complete advertising sales company, able to offer an integrated commercial package for print, web and radio, with the creation of a radio network that is the leader in the market with an daily average of 9.7 million listeners.

Thanks to this operation the Group will have a greater capacity to face a market that is expected to continue to decline, also in 2013, and in which all segments have shown negative trends.

2013 revenues generated by Mondadori Pubblicità amounted to €141.6 million, a fall of 18.1% on the €172.9 million of 2012. In Particular:

– advertising sales for magazines of the Mondadori Group were down by 29.7% on 2012; the figure was -23.6% on a like-for-like basis, essentially in line with the market;
– advertising sales for radio in 2013 were up by 41.8% thanks mainly to the acquisition of the sales contract for Radio Italia, to which were added Radio Subasio and Radio Norba;
– with regard to the Internet, the joint venture Mediamond generated revenues of €45.4 million (+21.6% on 2012) with results that were substantially better than the market.

• MAGAZINES FRANCE

Despite a market that has been in decline for two years, the Magazines France area continued and intensified efforts in brand extensions and to reduce costs that resulted in the maintenance of a still good level of profitability, with total revenues in 2013 amounted to €353.9 million, a fall of 7.3% on the €381.6 million of 2012.

In an advertising scenario strongly conditioned by the economic crisis (-6.2% in terms of volume, Source: Kantar Media), the sales company of Mondadori France performed better than the market (-4.5% in terms of volume) and saw its market share rise to 11% (+0.2%), confirming its position as France’s second magazine advertising sales company. The women’s haut de gamme titles (Grazia and Biba) remained the most important advertising segment for the Group, with revenues that were 32.9% of the total.

Circulation sales from newsstands and subscriptions, which account for around 70% of total revenues, were down by 6.1%. In particular, newsstand revenues fell by 6.8%, in line with the market of reference.

In the digital sector, there was a significant increase in the average audience of the Group’s sites (+25%), with unique users in December totalling 6.3 million, while at the same time revenues grew by 23.8%.

For the future, the company is pursuing further reductions in costs and during 2013 a project was launched to the digitisation of the editorial teams which will enable the editorial staffs to work with a single production flow and to make use of content produced across all platforms, print and digital.

• RETAIL

The retail area in 2013 generated revenues of €225 million, a fall of 8.2% on the €245.2 million of 2012. The year was characterised by a number of important changes:

– in terms of management, with the arrival of significant professional figures with established experience in the sector, followed by an extensive review of the structure;
– the closure of outlets and the development of higher potential locations;
– the expansion of the “non-book” assortment (stationery, toys, own label) and IT products also related to reading (e-readers), along with an ever-more complete offer of books (160,000 titles);
– the loyalty project, with the development of the Mondadori Card, of which 1,150,000 had been issued by the end of the year.

Particular attention has also been given to cost reductions through a simplification of the corporate and organisational structures, the renegotiation of rental agreements and a review of the logistical chain (offices and warehouses).

• RADIO

Also at R101 2013 was a year of change with a market in continuous decline (-9.3%) during which the reduction in budgets in important sectors (auto, large-scale retail, telecoms) had a significant impact.

In this context R101 recorded revenues of €11.3 million, a fall of 18.7% on the €13.9 million of 2012.

Confirming the strategic role R101 has for the Mondadori Group, the alliance with radio Italia has been consolidated and reinforced. Following the launch of the advertising concessions, in 2014 the relationship was extended to cover also programming and marketing, which has been entrusted to professionals from the sector in order to further enhance the identity of R101 in the Italian radio market.

On 25 March the creation of the new R101 was announced, with the presentation to the market of a completely revised editorial line, new commercial policies and partnerships with television programmes and important sporting events.

• DIGITAL

Similarly important in structural terms, a business model was defined in 2013 that envisages Digital as the cross-company driver for all of the Group’s activities, and consequently led to the hiring of specific new competencies aimed at enhancing the Group’s technological know-how, editorial content and the development of new activities.

Digital-based revenues at the end of 2013 amounted to €60.2 million (-4.3% compared with the €63 million in 2012), and included activities in the various areas of the Group, including the e-books published by the Trade Books area (+70%), the Group’s main sites in Italy (+7.3%), and in France (+23.8%) and the e-commerce site inMondadori.it (which saw a slowdown in sales).

RESULTS OF THE PARENT COMPANY ARNOLDO MONDADORI EDITORE S.P.A.
The Annual Report of the parent company Arnoldo Mondadori Editore S.p.A. on 31 December 2013 shows a loss of €315 million, higher than that of the previous year, which came to €39.6 million, essentially due to:

– the results of the Group’s businesses, in the difficult market environment of reference;
– organisational changes, involving the top management, editorial structures – in particular for magazines – and central functions, that resulted in significant non-recurring costs;
– the non receipt of dividends from the companies of the Group due to the poor results of the previous year;
– as well as the process of evaluation of the recoverable value of subsidiary and associated assets which, for the second consecutive year, resulted in significant impairment losses for a total of around €275 million.

FORECAST FOR THE FULL YEAR
In a market that is still not showing clear signs of a reversal in the trend, the performance of the Group’s businesses in the first months of 2014 is ahead of expectations: in addition to the positive results of the businesses and editorial products, there is also evidence of the effects of the reorganisation efforts and cuts in operating costs made in 2013.

This, and the substantial reduction of non-recurring charges in the current year, make it possible to estimate for the end of the year substantial growth in gross operating margins and higher than in 2012.

Among the most important new initiatives in the first three months of 2014 were:

– the launch of Il mio Papa, the world’s first weekly entirely dedicated to the Holy Father which, after the great success of the first issue, sold over 300,000 copies of the second;
– the acquisition of the brand and assets of the social reading service of Anobii Ltd, a platform with over a million users around the world, of which more than 300,000 in Italy;
– the scoop by the French weekly Closer about President François Hollande that sold a record number of more than 600,000 copies. The magazine has confirmed its position as the main point of reference among people titles in the country;
– the launch of the new R101, with a completely new editorial line and the presentation of new commercial partnerships;
– the launch of a revamped Panorama the first issue of which had 110 advertising pages, 40 of which for the fashion sector.

GUIDELINES OF THE 2014-2016 PLAN: CONSOLIDATED GROSS OPERATING PROFIT AT THE END OF THE PERIOD OF MORE THAN €100 MILLION
The macroeconomic scenario for the current year doesn’t appear to offer much that is different from last year, if not an inversion of the trend in GDP. Meanwhile, an improvement, in a situation that remains volatile, is expected in 2015-2016.

With regard to the trends in the main markets in which the Mondadori group operates, it is possible to foresee a further downturn, albeit at a slower pace than in the last three years.

In this context Mondadori – thanks to the action taken in 2013 – aims to achieve a level of profitability at the end of 2016, in terms of consolidated gross operating profit (EBITDA), of more than €100 million, with all businesses showing an improving trend and in profit.

Further efficiency measures, the revision of processes and cost reductions affecting all areas of the Group’s business will be of fundamental importance.

For the core businesses, the focus will concern:

 

• Books:

– Trade: confirmation of undisputed leadership in printed books;
– Education: a continuation of the upward trend in market share.

There will also be a big development in digital thanks to the strength of the catalogue of the Group’s publishing houses: in terms of revenues, there will be a rise from the current 5% to 16% of the total of the area and with higher margins on e-books than those on the physical product.

• Magazines & Advertising:

– continued efforts to renew the product portfolio aimed at consolidating leadership in all segments;
– rationalisation of editorial structures and integration with digital;
– Properties: profitable in both Italy and France from 2016;
– full effect of the integration of advertising sales in Mediamond, with a consequent recovery of market share.

• International Network:

– increase in the number of editions of Grazia and other titles in emerging markets;
– possibility of developing e-commerce activities for all 23 editions around the world of Grazia;
– activities in China: in April 2014 Grazia goes weekly, with significant effects on circulation growth and, particularly, advertising sales;
– brand extension activities built around the Grazia brand.

• Retail:

– big development of the franchising network and a process of rationalisation of sales outlets;
– optimisation of logistics (office space and distribution);
– diversification of the offer with an expansion of the assortment to include stationery, toys and food.

• Radio:

– full effects of the change of management at R101 and the capitalising, in terms of a further increase in advertising revenues, of the radio network of Mediamond that today has a daily average of over 9.7 million listeners.

With regards to digital:

the Digital Innovation area will be a cross-company driver for all of the Group’s businesses with the aim of tripling the proportion of digital revenues to 13% at the end of 2016.

In addition to completing the organisation with the most suitable professional skills and the transformation of the Group through the inclusion and integration of new businesses and technologies, the focus will be on:

– growth and the reinforcement of digital activities in existing businesses: e-books, properties and e-commerce;
– diversification and development of new revenue streams in non-traditional activities (marketing services);

– searching for partnership with third parties and acquisitions that are strategic and synergic with the core business.

***

 

THE RESIGNATION OF THE CFO CARLO MARIA VISMARA EFFECTIVE FROM 31 MAY 2014

The Board of Directors has accepted the resignation submitted by Carlo Maria Vismara from his position as chief financial officer, and director of procurement and information systems, as well as the manager in charge of preparing the corporate accounts, and his position as a member of the board.

The decision by Vismara is related needs of a personal and family nature no longer compatible with the continuation of the full professional commitment required by a management role of such primary importance.

In order to ensure proper coordination and completion of activities related to the approval of the 2013 Annual Report and the interim report for the first quarter of 2014, the resignation will be effective from the Board of Directors already scheduled for the coming 13 May to approve the management report for the period to 31 March 2014 and, in any case, by the 31 May of this year.

The Directors expressed deep regret for the decision of Carlo Maria Vismara and expressed their gratitude and appreciation for the highly professional contribution made by him in more than eight years with the Mondadori Group.

***

 

PROPOSAL TO COVER OF THE LOSS OF THE YEAR FROM AVAILABLE RESERVESThe Board of Directors will propose to the Shareholders’ Meeting convened for 30 April 2014 on first calling (2 May, on second calling), to settle in full the loss for the year to 31 December 2013 of €314,970,500.44 through the use of reserves as follows:

 

• for €170,624,621.21 entirely through the use of the share premium reserve, following the allocation from the share premium reserve to the extraordinary reserve of the restriction on the availability of the amount corresponding to the book value of the treasury shares, defined in line with the provisions of art. 2357 I, final para. of the Civil Code;
• for €5,334,814.39 entirely through the use of the reserve for capital grants, included under “Other reserves and retained earnings”;
• for a total of €51,132,983.35 entirely through the use of the following retained earnings, included under “Other reserves and retained earnings”:

Legal Reserve 675 of 12/08/1977 equal to €351,348.61;
Legal Reserve 904 of 16/12/1977 equal to €750,738.83;
Legal Reserve 124/1993, art. 13 equal to €159,607.90;
Merger reserve equal to €43,998,556.21;
Reserve for waived dividends equal to €5,872,731.80;

• for a total of €10,802,729.52 through the partial use of the available resources of the IAS/IFRS Reserve, included under “Other reserves and retained earnings”;
• for €77,075,351.97 through the partial use of the available resources of the Extraordinary Reserve, included under “Other reserves and retained earnings”.

PROPOSAL FOR THE RENEWAL OF AUTHORISATION FOR THE BUY-BACK AND UTILISATION OF COMPANY SHARES
Following the expiry on 31 December 2013 of the term fixed by the authorisation issued at the Annual General Meeting of 23 April 2013, the board of directors resolved to ask the forthcoming Annual General Meeting of the shareholders to renew authorisation to effect share buy-backs, giving the board the possibility of seizing eventual investment opportunities or operations based on the company’s shares.

It should be noted that, taking account of the shares previously in the portfolio, at the AGM of 23 April 2013, the shareholders authorised the acquisition of up to 10% of the share capital, which amounts to 24,645,834 ordinary shares.

Given the total of 14,953,5000 shares already directly or indirectly held at the date of the AGM – of which 10,436,014 are held directly in the portfolio of Arnoldo Mondadori Editore SpA and 4,517,486 by the subsidiary Mondadori International SpA – the authorisation consequently provided an option to buy an additional maximum of 9,692,334 shares.

Subsequent to the authorisation issued on 23 April 2013, Arnoldo Mondadori Editore SpA made no acquisitions or use of said shares, either directly or indirectly.

Consequently the number of shares held remains unchanged at 14,953,5000, or 6.067% of the share capital. It should also be noted that, as a result of the merger, by incorporation of Mondadori International SpA, completed during 2013, the total number of shares held are now in the portfolio of Arnoldo Mondadori Editore SpA.

The Shareholders will also be asked to authorise, pursuant to Art. 2357 ter of the Civil Code, the use of shares acquired or already in the company’s portfolio.

What follows is an outline of the proposal to be put to the Shareholders:

• Underlying motivation

The motivation for the request for authorisation to buy and use company shares is to provide the board of directors with the possibility:

– to use company shares, either bought or in the portfolio, for the exercise of rights, including conversion rights, deriving from financial instruments issued by the company, its subsidiaries or third parties;
– to use company shares, either bought or in the portfolio, as part or whole payment in any eventual acquisitions or equity investments that fall within the company’s stated investment policy;
– to take advantage, where and when considered strategic for the company, of investment opportunities, also in relation to available liquidity;
– to use company shares for the exercise of options for the purchase of shares assigned to participants in the stock option plans put in place by the shareholders.

• Duration

Until the approval of the Annual Report for the year 2014.

• Cap on the number of shares that may be bought

The authorisation refers to a limit of 10% of the share capital, in line with the previous authorisation that is about to expire. Given, as indicated above, that the company currently holds, directly or indirectly, a total of 14,953,500 shares, the new authorisation consequently foresees the possible acquisition of an additional 9,692,334 ordinary shares, or 3.933% of the share capital.

• Method of acquisition and price range

Buy backs would be effected on regulated markets as per art. 132 of Legislative Decree n. 58 of 24 February 1998 and art. 144 bis, para. 1,B of Consob Regulation 11971/99 according to operating procedures established by the regulations for the organisation and management of the markets themselves, which, does not permit the direct combination of offers to buy with predetermined offers to sell.

The corresponding minimum and maximum price of sale will therefore be determined at the same conditions that applied to previous authorisations agreed by the Shareholders, i.e. at a unit price not less than the official market price on the day prior to any operation, less 20%, and not more than the official market price on the day prior to any operation, plus 10%.

In terms of price and daily volumes, acquisition operations will in any case be conducted in line with the norms foreseen by the EU regulation 2273/2003.

***

PROPOSED RENEWAL AND ATTRIBUTION OF POWERS TO THE BOARD OF DIRECTORS PURSUANT TO 2443 AND 2420 TER OF THE CIVIL CODE

The board of directors will propose to the Shareholders’ Meeting called for 30 April 2014, in extraordinary session, the adoption of the resolutions referred to in Articles 2443 and 2420 of the Civil Code, relating to powers of the board to increase the share capital and to issue convertible bonds.

Specifically, the board will ask the Shareholders to:

– renew the powers already granted to the board of directors by the Extraordinary Shareholders’ Meeting of 29 April 2009, which is due to expire at the end of the five-year term, in accordance with Art . 2443 and 2420 of the Civil Code, of attribution for the board of directors to increase, without excluding option rights, the share capital by a maximum nominal amount of €78,000,000 and to issue convertible bonds for a maximum nominal amount of €260,000,000 . The renewal is proposed under the same conditions as the authorisation about to expire and not used by the board, for a further period of 5 years, which corresponds to the maximum term foreseen by law.
– attribute to the board of directors, for the same five-year period, additional power to increase the share capital within a limit of 10% of the existing share capital and excluding the right of option, as per Articles 2443 and 2441, paragraph 4, second sentence, of the Civil Code.

The proposals for the renewal and granting of such powers are motivated by the opportunity to maintain and attribute to the board of directors the authority to implement, with greater speed and flexibility with respect to the resolutions of an Extraordinary Shareholders’ Meeting, any capital transactions aimed at strengthening the financial structure of the company in support of the development objectives of the Group, represented, as previously disclosed to the market, both in terms of the consolidation of the business lines with higher added value and improved profitability in the magazine sector, as well as growth in particular in the digital area.

With specific reference to the powers exercisable for any eventual capital increase with exclusion of option right to a limit of 10% of the existing share capital, it should be noted that any offer made to a third party may be a valuable tool to increase the free float and enable the company to maintain an adequate level of liquidity of the shares, or be functional for the entry into the capital of accredited investors, while limiting the dilutive effects for existing shareholders.

_______

Today at 3pm, at the company’s headquarters in Segrate, the management of the Mondadori Group will present the results for 2013 approved today by the board of directors, to the financial community.

All relative documentation is available on the web site www.mondadorigroup.com (in the Investor Relations section) and from Borsa Italiana S.p.A. (www.borsaitaliana.it).

The executive responsible for the preparation of the company’s accounts, Carlo Maria Vismara, declares that, as per art. 2, 154 bis of the Single Finance Text, the accounting information contained in this release corresponds to that contained in the company’s formal accounts.

The Panorama system is being reinforced to include all of the channels of communication, from print, the web, tablets and mobile, as well as initiatives and events across the country.

In particular, from tomorrow, the Mondadori newsmagazine edited by Giorgio Mulè, will present itself to readers in a decidedly new look, designed by Pier Paolo Pitacco and created with the art director Roberto Bettoni and, making the magazine more modern, elegant and easy to read thanks also to the use of opaque glossy paper .

But the real change will be in the second half of the magazine, which will be called Link and will modify the editorial mix by tipping the wink to men’s passions: from fashion (with features and still life) to cosmetics, art tours, from culture to music, technology and cars, and, of course, design. The first half of the magazine will remain focused on the most important current affairs from Italy and around the world, including the investigative reporting that has always been a hallmark of Panorama.

This revamping of the weekly is part of an overall updating of the system around Panorama. In fact, from 2014, the women’s title Flair the male lifestyle magazine ICON (launched with great success in October 2013 also in Spain with El Pais), have both gone from five to six issues per year.

The development of Panorama is proceeding at the same rate also on the web. The Panorama.it web site. thanks to its ability to offer immediate and detailed news, focused on the extensive use of multimedia content, in January and February 2014 attracted more than 4 million unique users (4.4 in January 2014 and 4.1 million in February 2014), with a total of around 16 million page views per month (Source: Censuario ShinyStat). And there was huge growth, compared with 2013, in the brand’s presence on the main social networks: the number of Facebook fans has almost reached 100,000, while doubling the number of followers on Twitter (54,000).

Plus, for the first time ever, Panorama is going on tour around Italy with “Panorama d’Italia”, a live & media experience that, from 2 April, starting in Reggio Calabria, will visit 10 Italian cities with a calendar of 150 integrated initiatives and dialogue with 300 speakers and 3 million citizens and establishing a link between the excellence of Made in Italy in the world of business, the economy, culture, food and wine.

 

The new Panorama, on newsstands from Thursday 27 March at a special price if just €1, will also be a collectors’ issue: in fact, the cover, entitled La meglio Italia (The Best of Italy) has exceptionally been designed by the Oscar winner Dante Ferretti.

In support of the magazine, a multichannel media campaign has been organised with the claim “Panorama entra nel vivo” (Panorama gets to the heart of things), on leading TV, newspapers, radio and web media.

Today sees the debut of the new R101. The radio station of the Mondadori Group presents a completely renovated schedule that puts the energy of music at its heart. A big change, accompanied also by a new logo and a range of other new features for listeners.

“Radio has always been one of the priorities of our Group,” underlined Ernesto Mauri, chief executive of the Mondadori Group. “And with the launch of the new R101 we have decided to significantly intensify our presence in the radio market: a sector in which we want to play a leading role by introducing the best skills in music programming and the maximum innovation in terms of content and listening options,” Mauri concluded.

It is on this basis that Mario Volanti, founder and chairman of the Radio Italia group, and Marco Pontini, general manger of marketing and sales – to whom Mondadori has entrusted the content and marketing of R101 and who will take on the roles of deputy chairman and director of content and marketing respectively – today presented the radio’s new editorial line, developed together with Carlo Mandelli, managing director of Monradio.

“In this period, along with Marco Pontini, we have been working on the repositioning of the station and the relaunch of the image in general of R101,” declared Mario Volanti. “Already today you can appreciate the return of music to the centre, the very heart of the station, as was agreed for the new editorial line of R101. But above all it will be the continuity of daily programming in the coming weeks that more an more people will be able to rediscover their favourite music.”

R101 – THE MUSIC

R101 is reborn with the power and energy of music; a significant change, starting from the logo and the new pay off “The music”, that will accompany all of the output and a surprising cross-media advertising campaign, developed by LGM – Young & Rubicam Group, on the air from 27 March with a soundtrack by James Blunt who has chosen R101 as the partner for his upcoming Italian summer tour.

The ironic and irreverent spot, promises good music. “Life is too short to listen to rubbish music, choose the right radio” and it is precisely this more direct claim that is the real promise of R101: to provide good music.

A SPECIAL BAND FOR THE RADIO’S NEW JINGLE
In line with the objective, the radio’s new jingle has been commissioned from a pool of outstanding musicians who have all made a personal contribution, with their voices and instruments and given life to an original Italian band, brought together for this special occasion to give a welcome to the new R101.

Playing on the new jingle for R101 were Saturnino, legendary bass player and close friend of Lorenzo Jovanotti, Claudio Dirani the drummer from Modà, as well as the incredible guitar and voice of Alex Britti, the unmistakable piano and voice of Raphael Gualazzi and the voices of singers of the calibre of Giorgia, Francesco Sarcina, Marco Mengoni, Kekko Silvestre from Modà, Mario Biondi, Arisa and Zucchero.

ON TOUR WITH ITALIAN AND INTERNATIONAL MUSIC
In order to reinforce the radio’s link with Italian and international music, listeners will be able to enjoy tours that R101 has supported in the first phase of the relauch. Starting with Francesco Sarcina, fresh from success at the Sanremo Festival, moving on with James Blunt and Simple Minds, who have chosen R101 as their official radio, and then what everyone acknowledges will be the international musical event of the 2014: the concert by the Rolling Stones at the Circo Massimo in Rome, scheduled for 22 June.

For this special occasion 101 lucky listeners will win tickets for the concert through a competition that will certify their loyalty to the radio.

R101 will also be the partner of an event on 23 April at the Theater at Madison Square Garden and will give two luck listeners a trip to New York where Zucchero will play a special gig with guests including Elisa, Fiorella Mannoia, Jovanotti and Sting.

R101 AND SPORT
A new site R101.it, where you can find previews of spots, jingles and a range of other treats for listeners, a new app and the promotion of all the radio’s activities on social networks providing a daily account of what’s happening at the station and strengthening its relationship across the country thanks to partnerships with some of the most important sporting events.

Thanks to collaboration with Sport 09, R101 will also present on the jerseys of Genoa Calcio and along the sides of the fields in the stadiums of eight Serie A teams: Genoa, Lazio, Sampdoria, Udinese, Cagliari, Fiorentina, Atalanta and Chievo.

R101 is also a partner of the city run the Stramilano and the Giro d’Italia.

PARTNERSHIPS WITH TV PROGRAMMES
But it’s not just sport, there are also partnerships with TV events. In fact the radio station will be a partner of some of the Mediaset Group’s biggest events. And the first news is that R101 will soon be back on Italia1, SUPERCLASSIFICA, the new edition of the music programme that more than any other has marked the history of music on TV, while Grande Fratello, on Canale 5, will, for the first time, host a radio point inside the house.

R101 is available at www.R101.it

www.facebook.com/radioR101

twitter.com/RadioR101

#nuovaR101

The Mondadori Group has bought from Anobii Ltd. the brand and assets of Anobii, the global social reading platform that has more than a million users around the world and its strongest base in Italy, with 300,000 users.

“We are enthusiastic,” was the reaction of Greg Sung, founder of Anobii, “to become a part of the Mondadori Group that, with its publishing history, is the perfect publishing house for Anobii.

Our mission has always been to create a community where readers from around the world can exchange ideas, learn more and stimulate their shared passion for reading and books. With this agreement we finally will have the resources to pursue this mission more incisively.”

“The acquisition of Anobii,” underlined Ernesto Mauri, chief executive of the Mondadori Group, “reinforces our development strategy for books that perfectly represents its main focus of putting the reader at the centre.

A platform that will enable us to listen to people is fundamental for digital development in book publishing and for the creation of the publishing house of the future.”

The agreement foresees that the entire team that developed Anobii will have a central role in the project to capitalise on its most valuable asset: a knowledge of the community and its dynamics.

Mondadori will contribute the best of its publishing know-how, together with a strong orientation towards innovation, with the aim of growing the community of book lovers. Investments for a new phase have already been planned that will, in the short term, allow Anobii to achieve much improved technological standards and provide the necessary resources for the development of new functions to serve the users.

Readers, their passion for reading, and their desire to exchange experience and suggestions will remain at the heart of the platform.

What is Anobii
Anobii was set up in 2006 in Hong Kong from an idea by Greg Sung.
It is a book-based social network that quickly became a broad-based and highly active community of enthusiastic readers.
Users can share their book collections, write reviews and comments, offer judgements, exchange suggestions and advice, discuss all of the themes and issues of a book and reading groups, as well as exchanging and selling books.
It operates in many languages, but the country where it is most popular is Italy, where there is a fully translated version able to classify over 40 million books.
The name Anobii comes from Anobium punctatum, the “bookworm”, the word which in English-speaking countries is used for enthusiastic book readers.

Web site: anobii.com | Twitter: https://twitter.com/anobii | Facebook: https://www.facebook.com/aNobii | iOs App | Android App

Panorama is setting of on a trip around Italy with “Panorama d’Italia”, a live & media experience that from April will visit 10 Italian cities with a calendar of 150 events integrated with the different areas and involving 300 speakers and 3 million citizens and establishing a link between Made in Italy excellence in business, the economy, the arts and food and wine.

“Panorama d’Italia” will tour the country with a varied range of events that will involve the different areas of the Mondadori Group: roundtable discussions, conferences, book presentations, conversations and interviews with leading exponents from the world of politics and business, as well as encounters between universities, start-ups and the business world, organised in collaboration with Invitalia (the national agency for inward investment and business development). The aim of the tour is to attract young people and facilitate the launch of new business initiatives, in particular organisationally and productively innovative start-ups active in the digital economy.

Panorama, that will dedicate the cover of the issue out tomorrow, 6 March, to the initiative, will week by week cover the progress of the tour from start to finish.

The tour
In 10 stages, between April and November, the Panorama mobile publishing will cross the country to report on and show Italy from an innovative and original perspective. In order to do this, the magazine will involve examples of local excellence and prestigious guests moderated by the magazine’s top journalists directly in the places where citizens live their daily lives.

For four days each of the cities involved will welcome a rich calendar of events to be held in the most exciting and representative locations and in close contact with its protagonists. Starting from Reggio Calabria (2-5 April) the tour will then move on to Lecce (14-17 May), Ancona (4-7 June), Parma (25-28 June), and after the summer break will kick off again in Verona (10-13 September), before heading to Verbania (24-27 September), Brescia (8-11 October), Viterbo (22-25 October), Catania (5-8 November) and Salerno (19-22 November).

The events
The beating heart of “Panorama d’Italia” will be the “Dome”, a high-tech structure in the form of a dome and equipped with a central piazza where a special soft screen will project 360° high definition video content, enriched with interactive features that can be used on tablets. Among the various features will be a journey through the last 50 years of history through the most significant covers of Panorama. The Dome will also host a series of other forms of interaction with the public: a social wall will bring together the various posts made on Twitter, Facebook and Instagram and examples of video-art produced by the best emerging artists in Italy will be projected.

At the same time, in other parts of the city, there will be a number of institutional events, workshops, book presentations with authors, as well as a selection of entertainment and relaxation opportunities open to all, such as happy hours and DJ sets with the music of R101, in addition to exclusive parties with fashion bloggers e socialites invited by Icon and Flair. And, from stage to stage, Alfonso Signorini will invite a special guest from the world of entertainment or business for an exclusive talk show.

“Panorama d’Italia” will also be an occasion to rediscover the beauties of the artistic and cultural heritage of the cities visited, thanks to a bike tour in the centres of each city and a guided tour by Vittorio Sgarbi of the most representative works of art of the area. Finally there will also be ample space for the excellence of local food and wine with show cooking events with the best chefs and encounters with celebrities from the world of food.

“Panorama d’Italia” online
All of the main events will be available in streaming on Panorama.it, that will dedicate a special channel on the site to the tour, with real time updates, photos and videos from the different stages as they happen, as well as an area for online registration to events that will offer a free three-month subscription to the digital version of Panorama and participation in a prize draw to be held at each stage of the tour.

It will also be possible to share impressions and experiences of the events of Panorama d’Italia on all the principal social networks using the hashtag #panoramaditalia. Panorama’s Twitter account (@panorama_it) will also comment in real time all of the most significant moments involving the protagonists of the events.

Partners
“Panorama d’Italia” will enjoy the support of important partners, all of whom share a commitment to enhancing Italian excellence across the country. They include: Eicma, Enel, Eni, Finmeccanica, IBM, Invitalia, MSC Crociere and TgCom24 Mediaset. Moreover, stage by stage, media partnerships will be active with the main local newspapers, TV and radio stations.

“Panorama d’Italia” has been developed in collaboration with Triumph Group, for executive production, organisation and logistics, while interactive content has been developed by Stylum.

Mondadori has announced the launch of Il mio Papa, the world’s first weekly entirely dedicated to the Holy Father.

“The idea for a magazine designed to report on and share the words and actions of Pope Francis came from observing how his election has stimulated a renewed interest on ethical, religious and moral issues,” said the editor Aldo Vitali. “In fact, the current Pope is a figure who, thanks to his empathy, as well as the power, the courage and the simplicity of his message, has won over everyone, both the faithful and non-believers,” Vitali concluded.

Il mio Papa, on newsstands every Wednesday from 5 March, has a positive and popular approach with an easy-to-read, colourful and engaging layout as well as moving photographic images.

The magazine will report on the week of the head of the Catholic church – his meetings, pronouncements, engagements and audiences (in particular the Angelus and the Wednesday general audience) – paying special attention to the message of change that characterise the pontificate of Pope Francis. There will also be articles on the people and facts that inspire his work and words, as well as smaller items of curiosity and images that show the great simplicity of the Holy Father in the most ordinary daily events.

Il mio Papa will be a meeting place for readers who can also send letters, poems and other contributions for publication in the magazine.

Every week a space will also be dedicated to a worthwhile ONLUS, (a non-profit charitable organisation) highlighting the organisation’s commitment and mission with a view to attracting support.

A double poster of the Holy Father will be included as a gift, along with the most significant phrase of the week, and every issue will feature the illustrated history of the life of Pope Francis written for Il mio Papa by Tiziana Lupi and published in instalments in the form of a pull-out insert to be collected. Completing the features is a column on the saints of the week, a list of TV programmes on faith and the cartoons that are dedicated to the Pope from around the world.

The first issue of Il mio Papa will also include an extensive feature celebrating the anniversary of Papacy, that will also be covered in a special DVD to be included as a supplement to the magazine the following week.

The new magazine will have a total print run in the first month of 3 million copies and the communication campaign, managed by Tita, will involve a range of media; TV, newspapers, Mondadori magazines, point of sale posters and banners in St Peter’s Square in Rome. The weekly will be on sale at newsstands with a launch price of €0.50.

Shortly it will also be possible to follow Il mio Papa also on the web site www.miopapa.it, and on Facebook and Twitter.